Strive, Inc. 8-K

What Happened

• Strive, Inc. filed an 8-K reporting two Certificate(s) of Amendment to its Certificate(s) of Designation for its Variable Rate Series A Perpetual Preferred Stock (SATA Stock). The amendments collectively authorize an increase in the number of SATA shares to 40,000,000 (certificates filed June 5, 2026; certain amendments effective June 15, 2026 at 12:01 am PT).
• The company also amended and restated two Controlled Equity Offering (at-the-market, “ATM”) Sales Agreements on June 5, 2026: an Amended & Restated ASST Sales Agreement allowing sales of up to $2.55 billion of Class A common stock, and an Amended & Restated SATA Sales Agreement allowing sales of up to $2.6 billion of SATA preferred stock. Prospectus supplements and legal opinions were filed in connection with these offerings.

Key Details

• Authorized SATA preferred shares increased to 40,000,000.
• Certificate(s) of Amendment filed June 5, 2026; certain amendments effective June 15, 2026 at 12:01 am Pacific Time.
• A&R ASST Sales Agreement (common stock): capacity up to $2.55 billion (AMENDED June 5, 2026).
• A&R SATA Sales Agreement (SATA preferred): capacity up to $2.6 billion; related prospectus supplement originally filed Dec 9, 2025 and amended June 5, 2026.
• Legal opinions from Brownstein Hyatt Farber Schreck, LLP and related exhibits were included in the filing.

Why It Matters

• Increasing the authorized SATA preferred shares gives Strive the legal ability to issue more preferred stock, which can be used for financing, strategic purposes, or other corporate needs. Issuance of preferred shares could affect capital structure and has potential dilution or preference implications for common shareholders.
• Amending and restating the ATM sales agreements establishes the company’s capacity to raise substantial capital quickly (up to $2.55B common; $2.6B preferred) through at‑the‑market offerings. Investors should watch for any future sales under these programs because such issuances would increase share supply and could affect market price and ownership percentages.
• The 8-K itself is informational and does not constitute an offer to sell securities; future sales will be made pursuant to the registered prospectus supplements and applicable securities laws.