Strive, Inc. 8-K

What Happened
Strive, Inc. announced the closing of its merger with Semler Scientific effective January 16, 2026. At the Effective Time, Merger Sub merged into Semler Scientific, with Semler continuing as a wholly owned subsidiary of Strive. Semler, Strive and U.S. Bank Trust Company, N.A. entered into a supplemental indenture that: (i) converts holders’ rights under Semler’s outstanding 4.25% Convertible Senior Notes due 2030 to reflect Strive common stock as the conversion obligor/settlement vehicle, (ii) makes Strive a guarantor of the Notes, and (iii) adjusts conversion mechanics and rates following the merger. As of the filing, $100.0 million aggregate principal amount of the Notes remain outstanding; the Notes bear interest at 4.25% per year and mature on August 1, 2030 (subject to earlier conversion, redemption or repurchase).

Key Details

• Merger effective date: January 16, 2026. Semler is now a Strive subsidiary.
• Notes outstanding: $100.0 million principal; interest 4.25% paid semiannually (Feb 1 & Aug 1); maturity Aug 1, 2030.
• Conversion mechanics: adjusted initial conversion rate of 275.3887 shares of Strive common stock per $1,000 principal; initial maximum conversion rate of 344.2348 shares per $1,000, implying 34,423,480 Strive shares initially issuable if maximum conversion applied. Semler may pay cash, shares, or a combination on conversion.
• Redemption and conversion rights: holders may convert freely on/after May 1, 2030 (until two days before maturity); limited conversion windows and price thresholds apply before that date; Semler cannot redeem before Aug 4, 2028 and may redeem after that date subject to price conditions (e.g., stock at least 130% of conversion price for specified periods).
• Corporate governance and personnel: Avik Roy resigned his board seat to become Strive Chief Strategy Officer and board observer; Eric Semler was appointed to the Strive Board. A written consent of majority stockholders elected/ratified directors and approved a 2026 Omnibus Equity Incentive Plan. The Plan adds 110,789,280 shares initially (plus an annual increase formula) for awards.

Why It Matters

• Potential dilution: conversion of the Notes into Strive common stock could meaningfully increase share count (the filing cites up to ~34.4 million shares initially issuable under maximum conversion assumptions). That dilution and any future equity awards under the large Omnibus Plan are material for shareholders.
• Strive guarantee: Strive’s guarantee of Semler’s notes makes Strive directly exposed to this debt obligation (interest, principal, and events of default). Investors should note credit and covenant terms, default triggers and repurchase rights on a fundamental change.
• Link between stock price and debt outcomes: conversion and redemption mechanics are tied to Strive’s stock price (e.g., 130% threshold for certain redemptions), so the company’s equity performance will influence whether notes convert, are redeemed, or remain outstanding.
• Governance alignment: appointment of Semler’s executive (Eric Semler) to Strive’s board and Avik Roy’s transition to full‑time Chief Strategy Officer signal operational and strategic integration following the merger.

Investors may want to review the supplemental indenture and the Company’s forthcoming Schedule 14C/Information Statement for additional details on governance approvals and the Omnibus Plan.