Strive, Inc.: issues 15.00% Series A perpetual SATS preferred stock

What happened

• Strive, Inc. reported that it entered into an underwriting agreement with Barclays Capital Inc. and Cantor Fitzgerald & Co. for an underwritten offering of 7,000,000 shares of 15.00% Series A perpetual SATS preferred stock and filed a Certificate of Designation with the Nevada Secretary of State on Oct 19, 2026 designating 17,000,000 shares and establishing the terms of the SATS stock. The company issued a press release on Oct 20, 2026 relating to the closing of the offering.

Key details

• SATS stock accumulates cumulative regular dividends at a rate of 15.00% per annum on the stated amount of $100 per share; regular dividend dates begin on Nov 9, 2026 and declared regular dividends will be payable solely in cash.
• At closing, Strive increased its dividend reserve equal to the first 18 months of dividend payments and deposited an equivalent of $22.50 per share into an account funded with cash on hand and securities.
• SATS stock has an initial liquidation preference of $100 per share (par value $0.001 per share) and that liquidation preference will be adjusted daily to the greatest of: (i) the stated amount per share, (ii) the last reported sale price on the prior trading day if certain sale transactions occurred, or (iii) the arithmetic average of the last reported sale prices for the preceding ten trading days (or fewer as applicable).
• The SATS stock ranks senior to the Class A common stock and Class B common stock for dividends and liquidation, is junior to the existing SATA stock and indebtedness, and is structurally junior to liabilities of Strive’s subsidiaries; Strive has certain redemption rights and holders have repurchase rights on a Fundamental Change; holders have voting rights on certain amendments and transactions but will not always vote with Class A common stockholders.

Why it may matter

• This report is filed under Item 3.03 (material modification to rights of security holders) and Item 8.01 (other events) and covers the terms of the newly issued SATS preferred stock, including dividend rate, payment mechanics, liquidation preference and certain redemption and voting provisions. A filing does not show why the insider traded or why the company acted.