Strive, Inc. 8-K

What Happened

• Strive, Inc. announced on Jan 27–28, 2026 that it completed an underwritten sale of 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock (SATA) at $90.00 per share (offering settled Jan 27, 2026) and concurrently completed privately negotiated exchange agreements converting $90.0 million aggregate principal of Semler Scientific 4.250% Convertible Senior Notes due 2030 into approximately 930,000 newly issued shares of SATA (the “Notes Exchange”). The Notes Exchange generated no cash proceeds to the company and was conducted under Section 4(a)(2) of the Securities Act.
• The company also announced it acquired 333.89 bitcoin at an average price of $89,851, bringing its total bitcoin holdings to 13,131.82 BTC as of Jan 28, 2026.

Key Details

• Offering: 1,320,000 SATA shares at $90.00 per share; net proceeds ≈ $109.2 million after underwriting discounts, commissions and estimated expenses.
• Notes Exchange: $90.0 million principal of Semler Convertible Notes exchanged for ~930,000 SATA shares; exchanged notes will be received and cancelled.
• Debt reduction to date: $90.0 million of Convertible Notes retired via the exchange and $20.0 million of borrowings under Semler’s Coinbase loan repaid.
• Use of proceeds (stated): to finance repayment/repurchase of Semler Convertible Notes and Coinbase Loan (and related interest), acquire bitcoin and bitcoin-related products, and for working capital and general corporate purposes.

Why It Matters

• Balance sheet effects: The transactions reduce specified debt (Semler notes and $20M of the Coinbase loan) and inject ~ $109.2M of preferred-equity capital, while the note exchange converts $90M of debt into preferred equity (no cash to Strive). Investors should note this shifts capital structure toward preferred equity and reduces certain liabilities.
• Bitcoin exposure: The company increased its bitcoin holdings by 333.89 BTC, signaling continued allocation of capital to digital-asset treasury exposure; total holdings reported at 13,131.82 BTC.
• Operational intent: Strive states proceeds and other resources may be used to further retire debt, buy bitcoin, and support general corporate needs—actions that can affect leverage, liquidity and treasury composition. The filing includes forward-looking statements and risk disclosures; no solicitation or offer is made by the 8-K or attached press release.