Strive, Inc. 8-K

What Happened

• Strive, Inc. filed an 8‑K on January 15, 2026 announcing its board declared a cash dividend of $1.0208 per share on its Variable Rate Series A Preferred Stock (SATA Stock), equal to a 12.25% per annum dividend rate. The dividend will be paid on February 15, 2026 to holders of record at the close of business on February 1, 2026.
• The filing also provides tax guidance: to the extent SATA distributions are not treated as made from the company’s current or accumulated earnings and profits (E&P), they generally will be treated for U.S. investors as a tax‑deferred recovery of capital (reducing tax basis) and, for non‑U.S. investors, as exempt from U.S. dividend withholding tax. Strive states it has no accumulated E&P and does not expect to generate current E&P this year or in the foreseeable future.
• The 8‑K reiterates forward‑looking statement cautions and references Strive’s Registration Statement on Form S‑4 related to the proposed transaction with Semler Scientific, with related materials available on the SEC site and the companies’ investor websites.

Key Details

• Dividend declared: $1.0208 per share of Variable Rate Series A Preferred Stock (SATA Stock).
• Annualized rate: 12.25% per annum on SATA Stock.
• Record date: February 1, 2026; Payment date: February 15, 2026.
• Tax treatment: Likely treated as return of capital for U.S. holders (reduces basis) and exempt from U.S. withholding for non‑U.S. holders, since Strive reports no accumulated/current E&P.

Why It Matters

• Income and tax impact: Investors in SATA preferred shares will receive a scheduled cash distribution in February; U.S. holders should note the company’s statement that distributions may be treated as non‑dividend return of capital (tax‑deferred) until basis is exhausted, which affects taxable income reporting. Non‑U.S. holders may avoid U.S. withholding tax on these distributions if treated as return of capital.
• Context for shareholders: The filing appears in the broader context of Strive’s proposed transaction with Semler Scientific (Form S‑4), and includes standard forward‑looking cautions. Investors tracking cash returns, preferred yield, or tax treatment of distributions should consider this dividend declaration alongside ongoing transaction disclosures.