Strive, Inc.: enters underwriting agreement for 7,000,000 SATS shares

What happened

• Strive, Inc. entered into an underwriting agreement with Barclays Capital Inc. and Cantor Fitzgerald & Co. relating to the issuance and sale of 7,000,000 shares of the Company’s 15.00% Series A Perpetual SATS Preferred Stock at a public offering price of $90 per share, an upsize of 2,000,000 shares over the amount previously announced. The Company estimates gross proceeds of approximately $630,000,000 before underwriting discounts, commissions and offering expenses. Settlement is scheduled for Oct 20, 2026, subject to customary closing conditions. The Company filed a press release dated Oct 15, 2026 reporting the pricing (Exhibit 99.1).

Key details

• Underwriters: Barclays Capital Inc. and Cantor Fitzgerald & Co., as joint book-running managers and representatives.
• Shares: 7,000,000 shares of 15.00% Series A perpetual SATS preferred stock, $0.001 par value; public offering price $90 per share; upsize of 2,000,000 shares.
• Estimated gross proceeds: approximately $630,000,000 before deductions.
• Intended use of net proceeds (as stated): acquisition of bitcoin and bitcoin-related products, working capital, purchase of income generating assets, other capital expenditures, repurchases of Class A common stock or Variable Rate Series A perpetual preferred stock (SATA), and possible acquisitions.
• Offering made pursuant to an effective shelf registration statement on Form S-3ASR (Registration No. 333-290252); offering will be made only by means of a prospectus supplement and accompanying prospectus. Underwriting Agreement filed as Exhibit 1.1.

Why it may matter

• Item reported: Item 1.01 (entry into a material definitive agreement) describing the Underwriting Agreement for the SATS preferred offering, and Item 8.01 (other events) attaching the press release and related forward-looking statements. This filing does not show why the insider traded or why the company acted.