Core Viewpoint - Strive, Inc. has announced a follow-on offering of 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock at an offering price of $90 per share, which is an increase from the previously announced $150 million transaction size [1][2]. Group 1: Offering Details - The total issuance represents up to 2.25 million shares of SATA [1]. - The offering proceeds will be used to finance the redemption and repayment of Semler Convertible Notes, acquire bitcoin and bitcoin-related products, and for working capital [2][3]. - Strive plans to enter into exchange agreements with holders of Semler Convertible Notes, exchanging $90 million principal amount for approximately 930,000 new shares of SATA Stock [3]. Group 2: Dividend Structure - The SATA Stock accumulates cumulative dividends at a variable rate of 12.25% per annum on a stated amount of $100 per share, payable monthly in arrears starting February 15, 2026 [4][5]. - Strive has the discretion to adjust the monthly regular dividend rate, subject to certain restrictions, and intends to maintain the stock price within a long-term range of $95 to $105 per share [4][6]. Group 3: Redemption Rights - Strive has the right to redeem all or any number of shares of SATA Stock at a cash redemption price of $110 per share, plus any accumulated and unpaid dividends [7]. - Redemption can occur if the total number of outstanding shares falls below 25% of the total shares issued or if certain tax events occur [7][8]. Group 4: Company Background - Strive is the first publicly traded asset management Bitcoin treasury company, holding approximately 12,797.6 bitcoin as of January 16, 2026, and managing over $2.3 billion in assets since launching its first ETF in August 2022 [13].

Core Viewpoint - Strive plans to raise $150 million through a follow-on sale of its Variable Rate Series A Perpetual Preferred Stock, SATA, to manage debt and acquire more bitcoin [1][2]. Group 1: Financial Strategy - The proceeds from the SATA sale will be used to repay or repurchase portions of debt from Semler Scientific, which Strive acquired in an all-stock transaction [1]. - Funds will also be allocated to discharge Semler's borrowings from Coinbase Credit and to facilitate further bitcoin acquisitions [1]. Group 2: Stock and Dividend Information - SATA stock is valued at $100 for dividend calculations, with an initial annual payout rate of 12.25%, which can be adjusted downward within strict limits [3]. - Unpaid dividends on SATA compound monthly and can increase up to 20% annually [3]. - As of the latest trading session, SATA stock closed at $99.50, while Strive's common shares increased by 0.8% to 89 cents [3]. Group 3: Negotiations and Market Position - Strive is negotiating private exchanges with certain noteholders to swap convertible notes for SATA stock, which would be exempt from registration and not generate cash proceeds [2]. - Strive holds the 11th-largest bitcoin stash among publicly traded companies, indicating a significant position in the market [2].

Group 1 - Semler Scientific CEO Douglas Murphy Chutorian filed to sell up to $30 million worth of shares, indicating a potential desire to monetize equity before the merger completion [1] - The filing reveals the intent to sell up to 1.52 million shares at a price of $20.02 per share, based on the closing price on the day prior to the filing [1] - Semler announced a merger offer with Strive at a 210% premium to its stock price, valued at $471 million, which led to a 24% increase in stock price on the announcement day [1] Group 2 - The all-stock merger structure will primarily compensate Semler shareholders with Strive's equity, aligning ownership interests post-acquisition [2] - This type of merger can enhance liquidity for shareholders while concentrating governance within the combined entity [2] - Strive recently raised $149.3 million through an upsized and oversubscribed initial public offering of its Variable Rate Series A Perpetual Preferred Stock [2]

Funding & Capital Allocation - Strategy 公司以每股 90 美元的价格定价了 2801 万股 Variable Rate Series A Perpetual Preferred Stock（STRC）[1] - 预计募集约 24.74 亿美元（net proceeds）[1] - 募集资金将用于一般公司用途（general corporate purposes）[1] Timeline - 预计结算日期为 7 月 29 日 [1]