Strive, Inc.

Strive, Inc. is a structured finance company and institutional asset manager that has strategically adopted bitcoin as its hurdle rate for capital deployment. The company operates at the intersection of institutional finance and a bitcoin-based reserve strategy, becoming the first U.S. publicly traded bitcoin treasury asset management firm following the reverse acquisition of Asset Entities Inc. on September 12, 2025. The bitcoin industry is characterized by a decentralized peer-to-peer network that limits the total supply of bitcoin to 21 million, with new bitcoin created through a competitive mining process known as proof of work. The industry includes miners, investors and traders, digital asset exchanges, and service providers such as custodians and brokers. The company's bitcoin strategy involves acquiring bitcoin through open market purchases using available cash from operating activities and capital raising initiatives, as well as through alpha strategies such as strategic M&A activity intended to acquire bitcoin at a discount relative to market value.

The company competes for capital with exchange-traded products, bitcoin miners, digital asset exchanges, other digital assets service providers, other companies that hold bitcoin or other digital assets as treasury reserve assets, private funds that invest in bitcoin and other digital assets, and similar vehicles. The company's competitive advantages include being the first U.S. publicly traded bitcoin treasury asset management firm, its SATA Stock perpetual preferred equity instrument that incorporates an at-the-market program creating a flexible capital formation mechanism, and its position at the intersection of institutional finance and a bitcoin-based reserve strategy. The company's asset management business is a registered investment adviser subject to SEC examinations and regulatory requirements, and its healthcare subsidiary Semler Scientific markets a patented and FDA-cleared vascular testing product, QuantaFlo.

The company generates revenue through two primary streams: investment advisory fees from its asset management segment, which provides sub-advisory services for a series of exchange traded funds and has discretionary responsibility to select investments, and through market returns from investments in bitcoin and bitcoin-related products. Investment advisory fees are generally calculated as a percentage of assets under management and are recorded as revenue as services are performed over time. As of December 31, 2025, the company managed over $2.4 billion in AUM, providing recurring fee-based revenue streams that increase with AUM. The company's SATA Stock exemplifies its approach of capturing the spread between the financing cost of the perpetual preferred equity and the potential long-term return of bitcoin.

The company's asset management segment provides investment advisory and sub-advisory services for the Strive funds, a series of ETFs, and has discretionary responsibility to select investments in accordance with each fund's investment objectives, policies, and restrictions. SAM is not responsible for selecting broker-dealers or placing trades for the Funds. Products are offered through intermediaries in a variety of vehicles including ETFs, separate accounts, and collective investment trust funds. For the period from September 12, 2025 to December 31, 2025, the Asset Management segment generated investment advisory fees of $1.495 million ¹ and total revenues of $1.512 million ², while the Corporate & Other segment generated other revenue of $17 thousand ³. For the period from January 1, 2025 to September 11, 2025, the Asset Management segment generated investment advisory fees of $4.187 million ⁴ and total revenues of $4.194 million ⁵. For the year ended December 31, 2024, the Asset Management segment generated investment advisory fees of $3.592 million ⁶ and total revenues of $3.650 million ⁷.

The company's healthcare technology solutions subsidiary, Semler Scientific, markets a patented and FDA-cleared vascular testing product called QuantaFlo, which is a four-minute in-office blood flow test that features a sensor clamp placed on the toe and finger. Semler Scientific primarily utilizes a license model rather than an outright sales model for QuantaFlo, placing the product with healthcare insurance plans, integrated delivery networks, independent physician groups, hospitals, and companies contracting with the healthcare industry. Semler Scientific manufactures QuantaFlo in the United States through independent contractors. The company has been issued one patent for Semler Scientific's apparatus, U.S. Patent No. 7,628,760, which expires December 11, 2027 ⁸. The company's bitcoin treasury strategy involves acquiring bitcoin through beta initiatives such as open market purchases using available cash from operating activities and capital raising initiatives, and through alpha strategies such as strategic M&A activity. In 2025, the company acquired a total of approximately 7,627 bitcoin ⁹ at an aggregate acquisition cost of approximately $863.0 million ¹⁰, or $113,153 per bitcoin ¹¹, including fees and expenses. As of December 31, 2025, the company's digital assets at fair value totaled approximately $668.5 million ¹², consisting of approximately 7,627 bitcoin ¹³, and the company held $67.5 million ¹⁴ in cash and cash equivalents.

On September 12, 2025, the company consummated the Asset Entities Merger, with Strive Enterprises, Inc. surviving as a wholly owned subsidiary of Asset Entities Inc., which was renamed Strive, Inc. Concurrent with the merger, the company closed its PIPE Financing Transactions, issuing Class A Common Stock and pre-funded warrants to raise $749.6 million ¹⁵ in gross proceeds, with the ability to raise $749.6 million ¹⁶ in additional gross proceeds upon the exercise of traditional warrants. The company also completed a Section 351 exchange with certain accredited investors, exchanging 2.7 million shares (134 thousand on a split-adjusted basis) ¹⁷ of Class A Common Stock for 69 bitcoin ¹⁸. On September 15, 2025, the company entered into the ASST Sales Agreement with Cantor Fitzgerald & Co. for an aggregate sales price of up to $450.0 million ¹⁹, and during the period from September 12, 2025 to December 31, 2025, issued 26.4 million shares (1.3 million on a split-adjusted basis) ²⁰ of Class A Common Stock for aggregate gross proceeds of $78.7 million ²¹. On November 10, 2025, the company issued 2,000,000 shares ²² of SATA Stock in an initial public offering, receiving approximately $148.4 million ²³ of net proceeds. On December 9, 2025, the company entered into the SATA Sales Agreement for an aggregate sales price of up to $500.0 million ²⁴, and during the period from September 12, 2025 to December 31, 2025, issued 13 thousand shares ²⁵ of SATA Stock for aggregate gross proceeds of $1.2 million ²⁶. On September 15, 2025, the company's board of directors authorized the purchase of up to $500.0 million ²⁷ of its Class A Common Stock through a share repurchase program, with no repurchases occurring during the year ended December 31, 2025. On September 22, 2025, the company entered into the Semler Scientific Merger Agreement, which closed on January 16, 2026, acquiring Semler Scientific's existing bitcoin reserve and operating business. On January 22, 2026, the company entered into exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million ²⁸ aggregate principal amount, exchanging them for approximately 929,999 ²⁹ newly issued shares of SATA Stock. On January 27, 2026, the company issued 1,320,000 shares ³⁰ of SATA Stock in a follow-on offering, receiving approximately $109.2 million ³¹ of net proceeds. On January 27, 2026, the company fully retired the $20.0 million ³² Coinbase Loan, resulting in all of Strive's bitcoin holdings being unencumbered.

For the combined 2025 fiscal year (Successor period from September 12, 2025 to December 31, 2025 and Predecessor period from January 1, 2025 to September 11, 2025), total revenues were $5.734 million ³³ ($1.512 million ³⁴ Successor plus $4.222 million ³⁵ Predecessor), compared to $3.650 million ³⁶ for the year ended December 31, 2024. Net loss for the combined 2025 fiscal year was $420.588 million ³⁷ ($393.598 million ³⁸ Successor plus $26.990 million ³⁹ Predecessor), compared to $21.580 million ⁴⁰ for the year ended December 31, 2024. Net loss attributable to common stockholders for the combined 2025 fiscal year was $424.908 million ⁴¹ ($397.918 million ⁴² Successor plus $26.990 million ⁴³ Predecessor), compared to $21.580 million ⁴⁴ for the year ended December 31, 2024. The significant increase in net loss was primarily driven by a goodwill and intangible asset impairment of $140.785 million ⁴⁵, net unrealized loss on digital assets of $194.508 million ⁴⁶, other derivative loss of $14.731 million ⁴⁷, and transaction costs of $28.117 million ⁴⁸ ($12.400 million ⁴⁹ Successor plus $15.717 million ⁵⁰ Predecessor). Total liquidity as of December 31, 2025 was $735.985 million ⁵¹, consisting of $67.499 million ⁵² in cash and cash equivalents and $668.486 million ⁵³ in digital assets at fair value, compared to total liquidity of $22.910 million ⁵⁴ as of December 31, 2024.

Beginning in fiscal year 2026, the company plans to operate its asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.

The company's primary growth vector is its bitcoin treasury strategy, which involves acquiring bitcoin through beta initiatives such as open market purchases using available cash from operating activities and capital raising initiatives, and through alpha strategies such as strategic M&A activity or other transactions resulting in the acquisition of bitcoin at a discount relative to market value. The company has demonstrated this strategy through the acquisition of Semler Scientific, which added approximately 5,048 bitcoin ⁵⁵ to the company's treasury. The company also made an initial investment of $50.0 million ⁵⁶ in the Variable Rate Series A Perpetual Stretch Preferred Stock of Strategy Inc. in March 2026. The company's SATA Stock provides a flexible and continuous capital formation mechanism through its incorporated at-the-market program, transforming a historically static capital structure into a dynamic and adaptive capital funding platform. The company's asset management business provides recurring fee-based revenue streams that increase with AUM, and as of December 31, 2025, the company managed over $2.4 billion in AUM.

The company's healthcare technology solutions strategy represents another growth vector through its subsidiary Semler Scientific, which markets QuantaFlo, a patented and FDA-cleared vascular testing product. The company is pursuing a new 510(k) clearance from the FDA for the expanded use of QuantaFlo intended to enable expanded labeling as an aid in the diagnosis of other cardiovascular diseases in addition to PAD. The company recently formed a new wholly owned subsidiary, CardioVanta, which focuses on early detection of heart failure and cardiac arrhythmia monitoring. The company believes that various demographics and industry-specific trends, including the aging of the general population, growth of capitated payment programs, numbers of undiagnosed patients with cardiac and vascular diseases, and the importance of codifying vascular disease should drive growth in the healthcare business. However, the company is experiencing and expects to continue to experience decreased usage of QuantaFlo due to the current CMS reimbursement landscape, which is having a negative effect on revenues.

The company's cost structure is evolving as it transitions from a private company to a public company. For the period from September 12, 2025 to December 31, 2025, total operating expenses were $33.409 million ⁵⁷, compared to $16.081 million ⁵⁸ for the period from January 1, 2025 to September 11, 2025 and $26.304 million ⁵⁹ for the year ended December 31, 2024. Employee compensation and benefits increased significantly to $34.861 million ⁶⁰ for the combined 2025 fiscal year ($27.639 million ⁶¹ Successor plus $7.222 million ⁶² Predecessor) from $9.135 million ⁶³ for the year ended December 31, 2024, primarily due to stock compensation expense of $21.710 million ⁶⁴ recorded during the Successor period. The company expects to operate its asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range beginning in fiscal year 2026.

As of December 31, 2025, the company employed 28 full-time employees ⁶⁵. The company's operational outlook includes maintaining its bitcoin custody arrangements with U.S.-based institutional-grade custodians who hold bitcoin in offline or cold storage. The company engages with multiple custodians to diversify potential risk exposure and continually seeks to engage additional digital asset custodians. The company's healthcare business manufactures QuantaFlo in the United States through independent contractors. The company's technology infrastructure investments include its cybersecurity risk management framework built on three core principles: defense in depth, least privilege access, and a risk-based approach. The company maintains cyber insurance and engages third parties for cybersecurity mitigation and detection efforts, including a managed service provider that provides cybersecurity monitoring and threat detection through a Security Information and Event Management system.

The company's capital allocation strategy includes significant capital raising activities to support its bitcoin treasury strategy. During the period from September 12, 2025 to December 31, 2025, the company raised gross proceeds of $749.6 million ⁶⁶ from PIPE Transactions, $78.7 million ⁶⁷ from the ASST Sales Agreement, $148.4 million ⁶⁸ net from the SATA Stock IPO, and $1.2 million ⁶⁹ from the SATA Sales Agreement. The company has the availability to raise approximately $371.3 million ⁷⁰ through the ASST Sales Agreement and approximately $498.8 million ⁷¹ through the SATA Sales Agreement as of December 31, 2025. The company's board of directors authorized the purchase of up to $500.0 million ⁷² of its Class A Common Stock through a share repurchase program, with no repurchases occurring during the year ended December 31, 2025. The company has not declared or paid any cash dividends on either Class A or Class B Common Stock and has no current plans to do so. The SATA Stock accumulates cumulative dividends at a variable rate per annum on the stated amount of $100 per share, initially set at 12.00% ⁷³ and most recently increased to 12.75% ⁷⁴ per annum for monthly periods commencing on or after March 16, 2026. The company established an initial dividend reserve of $12.00 per share ⁷⁵ of SATA Stock and deposited $12.00 per share ⁷⁶ into the Dividend Payment Account, and increased the dividend reserve by $12.25 per share ⁷⁷ for shares sold in the follow-on offering.

The company faces significant headwinds in its healthcare business due to changes in the CMS reimbursement landscape. The 2024 Medicare Advantage and Part D Final Rate Announcement issued by CMS does not include risk-adjusted payments for peripheral artery disease without complications, which many of the company's customers previously relied upon. In calendar year 2025, only 33% ⁷⁸ of the 2020 model is available. The company is experiencing and expects to continue to experience decreased usage of QuantaFlo due to the current CMS reimbursement landscape, which is having a negative effect on revenues. Additionally, the company recently entered into a $29.8 million ⁷⁹ settlement agreement with the DOJ resolving alleged violations of the False Claims Act, and a purported class action lawsuit was filed relating to disclosures regarding the DOJ investigation. The company's healthcare business will need to generate significant revenues to regain profitability, and further revenue declines are anticipated as other customers cease use of QuantaFlo in light of the CMS reimbursement landscape and the DOJ settlement.

The company's bitcoin strategy faces structural headwinds including the highly volatile nature of bitcoin, which has experienced significant price fluctuations including declines as recently as January and February 2026. The company's assets are concentrated in bitcoin, which does not pay interest or dividends and is less liquid than cash and cash equivalents. The company may not be able to sell bitcoin at favorable prices or at all during times of market instability. The availability of spot bitcoin ETPs may adversely affect the market price of the company's listed securities. The company's bitcoin strategy has not been tested over a significant period of time or under varying market conditions. The company faces regulatory uncertainty as the laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change. The company may incur indebtedness or enter into financial instruments collateralized by bitcoin holdings, which could subject the company to additional regulatory compliance requirements and scrutiny.

The company's assets are concentrated in bitcoin, a novel and highly volatile asset that does not pay interest or dividends and is less liquid than cash, and a significant decrease in the market value of bitcoin could adversely affect the company's ability to satisfy financial obligations. As of December 31, 2025, the company held approximately 7,627 bitcoin ⁸⁰ with a fair value of $668.5 million ⁸¹, and the company recorded a net unrealized loss on digital assets of $194.508 million ⁸² for the period from September 12, 2025 to December 31, 2025. The company has a history of operating losses, with a combined net loss of $420.588 million ⁸³ for fiscal year 2025, and may need to raise additional capital to support its bitcoin treasury strategy and existing businesses, which might not be available on favorable terms or at all. The company's bitcoin strategy has not been tested over a significant period of time or under varying market conditions, and the availability of spot bitcoin ETPs may adversely affect the market price of the company's listed securities. The company's healthcare business faces significant risks from the changing CMS reimbursement landscape, as the 2024 Medicare Advantage and Part D Final Rate Announcement does not include risk-adjusted payments for PAD without complications, and in calendar year 2025 only 33% ⁸⁴ of the 2020 model is available, leading to decreased usage of QuantaFlo and negatively affecting revenues. The company recently entered into a $29.8 million ⁸⁵ settlement agreement with the DOJ resolving alleged violations of the False Claims Act, and a purported class action lawsuit was filed relating to disclosures regarding the DOJ investigation, exposing the company to additional litigation and risk.

Management's message emphasizes the company's transformation into a structured finance company and institutional asset manager focused on disciplined capital allocation and long-term value creation, with bitcoin adopted as the hurdle rate for capital deployment. The key themes include the strategic importance of the SATA Stock as a publicly traded security that aims to provide investors with consistent cash flows and minimal volatility while enabling Strive to capture the spread between the financing cost and the potential long-term return of bitcoin. Management emphasizes the company's focus on advancing innovation within capital markets by modernizing established financing structures through the SATA Stock's incorporated at-the-market program. The forward-looking statement regarding the asset-management segment's expected operating performance is that beginning in fiscal year 2026, the company plans to operate within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range. The strategic priorities emphasized for the period ahead include executing on the bitcoin treasury strategy through both beta initiatives (open market purchases using available cash from operating activities and capital raising initiatives) and alpha strategies (strategic M&A activity to acquire bitcoin at a discount), integrating the Semler Scientific acquisition to acquire its existing bitcoin reserve and healthcare operating business, and continuing to develop the SATA Stock capital formation mechanism.