What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-31 · 1583 added, 2479 removed, 70 unchanged (98% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report.

Based on that evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures

were, in design and operation, effective at a reasonable assurance level .

Management’s Annual Report on Internal

Control over Financial Reporting

Management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of

the Exchange Act.

Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation

of financial statements for external purposes in accordance with generally accepted account principles.

All internal control systems,

no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control

system are met.

Management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2024.

In making this assessment, management used the

framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission, or COSO.

The COSO framework summarizes each of the components of a company’s internal control system,

including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s internal control over

financial reporting as of December 31, 2024 was effective.

Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial

Pursuant to Item 308(b) of Regulation S-K, management’s report is not subject to attestation by our independent registered

public accounting firm because the Company is neither an “accelerated filer” nor a “large accelerated filer” as

those terms are defined by the SEC.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control

over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,

operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, any system of

internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not

absolute assurances.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you

that such improvements will be sufficient to provide us with effective internal control over financial reporting.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) was performed under the supervision and with the participation of the Company's senior management, including the Chief Executive Officer and the Chief Financial Officer.

Based on that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework.

Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

Other Information

We have no information to disclose that was required

to be disclosed in a report on Form 8-K during the fourth quarter of fiscal year 2024 but was not reported.

None of our directors or “officers,”

as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1

trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter ended December 31, 2024.

New Executive Employment and Consulting

On March 27, 2025, the Company entered into a

letter agreement between the Company and Arshia Sarkhani, the Company’s Chief Executive Officer and President, dated as of March

27, 2025 (the “New Arshia Sarkhani Agreement”).

Under the New Arshia Sarkhani Agreement, Mr.

Sarkhani will remain employed

by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with

its terms or extended by mutual written agreement.

For the period beginning on the day following the date of the termination of the Company’s

previous letter agreement, dated as of April 21, 2022, between the Company and Mr.

Sarkhani (the “Prior Arshia Sarkhani Employment

Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Sarkhani an annual salary of $240,000.

Pursuant to the New Arshia

Sarkhani Agreement, the Company will also pay Mr.

Sarkhani an immediate cash bonus of $25,000.

Sarkhani will also be eligible to receive

an annual cash bonus as determined by the Company’s board of directors or the Compensation Committee of the board (the “Compensation

Subject to the approval by the Company’s stockholders of an amendment to the Asset Entities Inc.

Incentive Plan (the “Plan”) to increase the number of shares of the Class B Common Stock available for grant under the Plan,

and further subject to the approval of the board or the Compensation Committee, Mr.

Sarkhani will be granted an award of shares of Class

B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock

award agreement (the “Sarkhani Award Agreement”).

The shares will vest equally over two years on each anniversary of the Sarkhani

Award Agreement subject to Mr.

Sarkhani’s continuous service.

Upon a change of control of the Company, all of the shares will vest

The Sarkhani Award Agreement will also contain non-competition and non-solicitation provisions.

Under the New Arshia Sarkhani

Agreement, Mr.

Sarkhani will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company

from time to time, subject to plan terms and generally applicable Company policies.

The New Arshia Sarkhani Agreement also contains certain

confidentiality provisions.

The Company may terminate Mr.

Sarkhani for “cause” as defined in the New Arshia Sarkhani Agreement.

If the Company terminates Mr.

Sarkhani without cause, the Company will be required to pay Mr.

Sarkhani a separation fee of $240,000.

On March 27, 2025, the Company entered into a

letter agreement between the Company and Matthew Krueger, the Company’s Chief Financial Officer, Treasurer and Secretary, dated

as of March 27, 2025 (the “New Krueger Agreement”).

Under the New Krueger Agreement, Mr.

Krueger will remain employed by the

Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms

or extended by mutual written agreement.

For the period beginning on the day following the date of the termination of the Company’s

previous letter agreement, dated April 21, 2022, between the Company and Mr.

Krueger (the “Prior Krueger Agreement”), and

ending on April 1, 2027, the Company will pay Mr.

Krueger an annual salary of $180,000.

Pursuant to the New Krueger Agreement, the Company

will also pay Mr.

Krueger an immediate cash bonus of $50,000.

Krueger will also be eligible to receive an annual cash bonus as determined

by the board or the Compensation Committee.

Subject to the approval by the Company’s stockholders of an amendment to the Plan

to increase the number of shares of Class B Common Stock available for grant under the Plan, and further subject to the approval of the

board or the Compensation Committee, Mr.

Krueger will be granted an award of shares of Class B Common Stock under the Plan in an amount

to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement (the “Krueger Award Agreement”).

The shares will vest equally over two years on each anniversary of the Krueger Award Agreement subject to Mr.

Krueger’s continuous

Upon a change of control of the Company, all of the shares will vest immediately.

The Krueger Award Agreement will also contain

non-competition and non-solicitation provisions.

Under the New Krueger Agreement, Mr.

Krueger will be eligible to participate in standard

benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable

Company policies.

The New Krueger Agreement also contains certain confidentiality provisions.

The Company may terminate Mr.

“cause” as defined in the New Krueger Agreement.

If the Company terminates Mr.

Krueger without cause, the Company will be

required to pay Mr.

Krueger a separation fee of $180,000.

On March 27, 2025, the Company entered into a

letter agreement between the Company and Kyle Fairbanks, the Company’s Executive Vice-Chairman and Chief Marketing Officer, dated

as of March 27, 2025 (the “New Kyle Fairbanks Agreement”).

Under the New Kyle Fairbanks Agreement, Mr.

Fairbanks will remain

employed by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance

with its terms or extended by mutual written agreement.

For the period beginning on the day following the date of the termination of the

Company’s previous letter agreement, dated April 21, 2022, between the Company and Mr.

Fairbanks (the “Prior Kyle Fairbanks

Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Fairbanks an annual salary of $240,000.

Pursuant to the New Kyle

Fairbanks Agreement, the Company will also pay Mr.

Fairbanks a cash bonus of $10,000 on April 1, 2025.

Fairbanks will also be eligible

to receive an annual cash bonus as determined by the board or the Compensation Committee.

Subject to the approval by the Company’s

stockholders of an amendment to the Plan to increase the number of shares of Class B Common Stock available for grant under the Plan,

and further subject to the approval of the board or the Compensation Committee, Mr.

Fairbanks will be granted an award of shares of Class

B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock

award agreement (the “Fairbanks Award Agreement”).

The shares will vest equally over two years on each anniversary of the

Fairbanks Award Agreement subject to Mr.

Fairbanks’s continuous service.

Upon a change of control of the Company, all of the shares

will vest immediately.

The Fairbanks Award Agreement will also contain non-competition and non-solicitation provisions.

Under the New

Kyle Fairbanks Agreement, Mr.

Fairbanks will be eligible to participate in standard benefits plans offered to similarly-situated employees

by the Company from time to time, subject to plan terms and generally applicable Company policies.

The New Kyle Fairbanks Agreement also

contains certain confidentiality provisions.

The Company may terminate Mr.

Fairbanks for “cause” as defined in the New Kyle

Fairbanks Agreement.

If the Company terminates Mr.

Fairbanks without cause, the Company will be required to pay Mr.

Fairbanks a separation

fee of $240,000.

On March 27, 2025, the Company entered into an

engagement letter between the Company and Michael Gaubert, the Company’s Executive Chairman, dated as of March 27, 2025 (the “New

Gaubert Agreement”).

Under the New Gaubert Agreement, Mr.

Gaubert will continue to provide services to the Company for a term that

will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual

written agreement.

For the period beginning on the day following the date of the termination of the Company’s previous engagement

letter, dated April 21, 2022, between the Company and Mr.

Gaubert (the “Prior Gaubert Agreement”), and ending on April 1,

2027, the Company will pay Mr.

Gaubert a monthly fee of $20,000.

Pursuant to the New Gaubert Agreement, the Company will also pay Mr.

Gaubert an immediate cash fee of $75,000.

Gaubert will be eligible to receive additional cash payments as determined by the Company.

Gaubert will also be reimbursed for all preapproved costs and expenses reasonably incurred in the performance of his services to the

Subject to the approval by the Company’s stockholders of an amendment to the Plan to increase the number of shares of Class

B Common Stock available for grant under the Plan, and further subject to the approval of the board or the Compensation Committee, Mr.

Gaubert will be granted an award of shares of Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation

Committee pursuant to a restricted stock award agreement (the “Gaubert Award Agreement”).

The shares will vest equally over

two years on each anniversary of the Gaubert Award Agreement subject to Mr.

Gaubert’s continuous service.

The Gaubert Award Agreement

will also contain non-competition and non-solicitation provisions.

Upon a change of control of the Company, all of the shares will vest

Under the New Gaubert Agreement, Mr.

Gaubert will be eligible to participate in standard benefits plans offered to similarly-situated

employees by the Company from time to time, subject to plan terms and generally applicable Company policies.

The New Gaubert Agreement

also contains certain confidentiality provisions.

The New Gaubert Agreement may be terminated by either party upon 30 days’ advance

written notice.

However, if either party breaches a material obligation under the New Gaubert Agreement, and such breach continues for

a period of ten days after the other party notifies the breaching party, the New Gaubert Agreement may be terminated immediately by notice

to the breaching party.

In addition, if the Company commits such a breach, or the Company terminates Mr.

Gaubert in the absence of a material

breach by Mr.

Gaubert under the New Gaubert Agreement, then any shares granted will vest immediately, any shares due will be granted and

vest immediately, and the Company will be required to pay Mr.

Gaubert a separation fee of $240,000.

Each of the executive officers named above was required to sign an

Employee Confidential Information and Inventions Assignment Agreement or an Independent Contractor Confidential Information and Inventions

Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information, contains a general

assignment of rights to inventions and intellectual property rights, non-competition provisions that apply during the term of employment

or services, non-solicitation provisions that apply during the term of employment or services and for one year after the term of employment

or services, and non-disparagement provisions that apply during and after the term of employment or services.

Rule 10b5-1 Information

None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K of the Exchange Act) during the quarter ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following sets forth information about our

directors and executive officers:

Michael Gaubert

Executive Chairman and Director

The following are our directors and executive officers and their respective ages and positions as of the date of this Annual Report on Form 10-K:

Name Age Class Positions and Officers with Registrant

Matthew Cole 41 III Chief Executive Officer and Chairman of the Board

Benjamin Pham 32 III Chief Financial Officer and Director

Brian Logan Beirne 44 III Chief Legal Officer and Director

Arshia Sarkhani 29 III Chief Marketing Officer and Director

Pierre Rochard 36 II Director

Shirish Jajodia 38 II Director

Eric Semler 61 II Director

Lavish 55 I Director

Macey 70 I Director

Mahesh Ramakrishnan 30 I Director

Biographies of Directors and Executive Officers

Matthew Cole.

Matthew Cole has served as Chief Executive Officer (CEO) of Strive since April 2023, and has served as the Chairman of Strive's board of directors since September 2025.

Cole previously served as Chief Investment Officer (CIO) of Strive until October 2025.

A long-time Bitcoin investor and advocate, Mr.

Cole has extensive experience in institutional asset management and fixed income, having spent 15 years at CalPERS in global fixed income, where he oversaw over $70 billion in actively managed Fixed Income assets.

Cole joined Strive Asset Management in May 2022 as Head of Investment Office & Global Fixed Income.

He was promoted to Chief Investment Officer, Global Head of Fixed Income in February 2023 before also becoming CEO of Strive.

Cole is focused on delivering innovative Bitcoin solutions and transforming how Americans interact with Bitcoin - making it accessible, practical, and central to their financial futures - while Strive remains committed to empowering investors through its pro-stockholder focused equity ETFs and actively managed Fixed Income ETFs.

Cole is a CFA charterholder and holds an MBA from California State University - Sacramento.

Cole’s leadership is grounded in a deep understanding of institutional asset management, investment strategy and organizational governance.

Drawing on his experience at CalPERS and Strive, he brings a long-term, investor-focused perspective to executive decision-making.

His broad expertise across public and private sector organizations, combined with his board service and strategic insight, position him to guide the company through its next phase of growth and innovation.

Benjamin Pham.

Benjamin Pham has served as the Chief Financial Officer (CFO) of Strive since July 2024 and has served as a member of Strive's board of directors since September 2025.

Pham was Strive’s first executive officer and employee when the company was founded in early 2022 and was promoted to Chief Operating Officer in November 2022.

He has an extensive background in corporate finance and strategy, having previously held various roles of increasing seniority and encompassing several transformative corporate transactions at Roivant Sciences, a publicly traded biopharmaceutical company, and serving as Chief of Staff to Vivek Ramaswamy, co-founder of Strive.

Earlier in his career, he was an investment banker at Citigroup, where he focused on raising equity and equity-linked financing for healthcare companies.

Ben received his B.S.

in Applied Economics and Management from Cornell University.

Pham brings a strong combination of operational leadership, strategic financial insight, capital markets, and corporate transactions experience to his role as CFO at Strive.

His background spans both high-growth private companies and global financial institutions, equipping him with the tools to lead the company through its next stage of growth, with a focus on financial discipline, stockholder alignment and value creation.

Brian Logan Beirne.

Brian Logan Beirne has served as the Chief Legal Officer of Strive since February 2025 and has served as a member of Strive's board of directors since September 2025.

Before joining Strive, Mr.

Beirne served as Chief Executive Officer of Matterhorn Transactions, Inc., a technology company he sold to DealPulse, Inc.

in 2023, and has founded and built multiple companies, including Artusi Music.

Beirne previously worked as an attorney with Sullivan & Cromwell LLP, in investment banking at J.P.

Morgan, and in private equity at GE Equity.

Beirne teaches financial markets and corporate law at Yale Law School and is an award-winning author.

He speaks frequently across the United States and has been featured by The Wall Street Journal, Fox News, The New York Times, Reuters, ABC News and other media outlets.

Beirne graduated first in his class with a B.S.

from Fairfield University, was Fulbright Scholar at Queens University, and earned his J.D.

from Yale Law School.

He is admitted to the New York and Connecticut Bars.

Beirne has a proven track record of building businesses, driving operational excellence and creating stockholder value.

Beirne brings a diverse background spanning law, finance and entrepreneurship, which informs his strategic approach to legal and business matters.

His experience founding companies as well as advising transactions at leading institutions position him to help drive Strive’s legal and business strategy through its next phase of growth and navigate the dynamic legal and policy landscape in which Strive operates.

Arshia Sarkhani.

Chief Executive Officer, President and Director

Matthew Krueger

Chief Financial Officer, Treasurer and Secretary

Arman Sarkhani

Chief Operating Officer

Kyle Fairbanks

Chief Marketing Officer, Executive Vice-Chairman and Director

Chief Technology Officer

David Reynolds

Gaubert has served as our Executive Chairman since January 2022 and has been a director of the Company since March 2022.

Gaubert has been a licensed attorney for 31 years.

Since July 2016, Mr.

Gaubert has been the President of Gaubert Law Group, PC, where

he provides legal services to his clients.

Prior to establishing Gaubert Law Group, PC, from March 2015 to July 2016, Mr.

a partner at the national law firm of Lewis Brisbois Bisgaard & Smith, LLP, ranked in the top 20 largest law firms in the country.

Since August 2017, Mr.

Gaubert has been a manager of the rideshare company Get It Holdings, LLC.

From February 2015 to December 2017,

Gaubert was the chairman and chief executive officer of Get Me, LLC, a rideshare/delivery software app operator, and he resumed the

position of chairman in April 2018.

Gaubert has litigation and trial experience working on complex cases in a variety of areas relating

to management contracts, termination agreements, loan agreements, real estate sale and purchase contracts, and various other agreements.

Gaubert has represented large real estate companies, hotel owners and operators, including publicly- and privately-held businesses,

in litigation in multiple U.S.

Gaubert represents clients in complex commercial and business litigation, business and real

estate, and other transactions.

Gaubert’s areas of practice include general contract, business torts, real estate litigation

and transactions, hotel and hospitality law, construction contracts and litigation, personal services contracts, consulting agreements,

bankruptcy litigation, intellectual property, e-commerce and Internet-related issues, and certain aspects of entertainment law and related

Gaubert is admitted to practice law in all of the Courts of the State of Texas, the United States District Court for the

Northern District of Texas, the United States District Court for the Eastern District of Texas, the United States Court of Appeals for

the Third Circuit, and the United States Court of Appeals for the Fifth Circuit.

Gaubert received his JD from Georgetown University

Law Center and his bachelor’s degree in History with a minor in Business Administration and African American Studies from Southern

Methodist University.

We believe that Mr.

Gaubert is qualified to serve on the board of directors due to his deep knowledge of the Company

and his professional, executive and board experience.

Arshia Sarkhani is a co-founder

of Asset Entities, has served as our Chief Executive Officer since September 2021 and as our President since March 2022, and has been

a director of the Company since March 2022.

Sarkhani was our Head of Monetization from August 2020, when we began our operations as

a general partnership, until September 2021.

Arshia Sarkhani is the Chief Marketing Officer of Strive and serves on Strive's board of directors.

Prior to this, Arshia was the Chief Executive Officer of Asset Entities, which he co-founded, since September 2021 and as President and director since March 2022 until Asset Entities’ combination with Strive in 2025.

Sarkhani was Head of Monetization of Asset Entities from August 2020, when Asset Entities began its operations as a general partnership, until September 2021.

From April 2020 and July 2020 to December 2021, Mr.

Sarkhani was the sole owner and chief

executive officer of Sarkhani Inc.

Sarkhani was the sole owner and chief executive officer of Sarkhani Inc.

and Shiazon Inc., respectively.

Before co-founding Asset Entities, Mr.

Sarkhani actively invested and

developed a social media following which he and his co-founders utilized when starting Asset Entities.

From May 2019 to September 2020,

Sarkhani was a legal intern at The RDM Legal Group.

From September 2015 to May 2018, Mr.

Sarkhani attended the University of California,

Merced, and subsequently, from September 2018 to May 2019, Grossmont Community College.

Sarkhani actively invested and developed a social media following which he and his co-founders utilized when starting Asset Entities.

From May 2019 to September 2020, Mr.

Sarkhani was a legal intern at The TDM Legal Group.

From September 2015 to May 2018, Mr.

attended San Diego State University where he received his Bachelor’s degree in Humanities.

We believe that Mr.

Sarkhani is qualified

to serve on the board of directors as a co-founder with deep knowledge of Asset Entities.

Matthew Krueger has served as our

Chief Financial Officer since September 2021 and has been the Company’s Secretary and Treasurer in March 2022.

Since December 2018,

Krueger has been the manager and chief executive officer of consulting company Xcelerated Consulting, LLC where he provides business

and management services to clients in the technology, oil and gas, and real estate industry.

From March 2015 to December 2018, Mr.

was the director of finance at Get Me, LLC.

From 2010 to 2015, he had roles as the director of finance, controller, and assistant controller

at Technology Resource Center of America, LLC.

Krueger received his bachelor’s degree in Business Administration, with a minor

in Accounting, summa cum laude, from Finlandia University.

Krueger holds a Texas CPA license.

Arman Sarkhani is a co-founder of

Asset Entities and has served as the Chief Operating Officer since January 2022.

Before co-founding Asset Entities, Mr.

Sarkhani actively

invested and developed a social media following which he and his co-founders utilized when starting Asset Entities.

From October 2019

to November 2020, Mr.

Sarkhani was a tutor with AVID, a nonprofit educational service, at Mount Carmel High School.

From August 2018 to

May 2021, Mr.

Sarkhani attended Miramar Community College.

Sarkhani has attended University of California – San Diego since

September 2021, and expects to earn a bachelor’s degree in Psychology, Marketing, and Management in May 2025.

Kyle Fairbanks is a co-founder of

Asset Entities, has served as our Executive Vice-Chairman since January 2022, as our Chief Marketing Officer since November 2023, and

has been a director of the Company since March 2022.

Fairbanks was our Executive Chairman from August 2020, when we began our operations

as a general partnership, until January 2022.

Before co-founding Asset Entities, Mr.

Fairbanks actively invested and developed a social

media following which he and his co-founders utilized when starting Asset Entities.

From December 2019 to December 2020, Mr.

worked as a certified personal trainer with Associated Students, a student-led nonprofit auxiliary of California State University, Chico.

Sarkhani attended the University of California, Merced, and subsequently, from September 2018 to May 2019, Grossmont Community College.

From September 2019 to May 2021, Mr.

Fairbanks worked as a part-time instructional aide at the Humboldt County Office of Education Juvenile

From September to October 2019, Mr.

Fairbanks worked as a dining hall student-employee at California State University, Chico.

Fairbanks received his Bachelor’s degree in Business Administration and Management from California State University, Chico in

We believe that Mr.

Fairbanks is qualified to serve on the board of directors as a co-founder with deep knowledge of Asset Entities.

Jason Lee has served as our Chief

Technology Officer since November 2023.

In July 2020, Mr.

Lee founded Ternary Inc., a Discord community business management service, and

served as its Chief Executive Officer until November 2023 when its business and assets were acquired by the Company.

In August 2019, Mr.

Lee co-founded OptionsSwing Inc., an educational Discord options trading service, and served as its Chief Executive Officer until November

2023 when its business and assets were also acquired by the Company.

Lee was placed on the Forbes Next 1000 list and received

the GFEL Excellence in Education Award for his work at OptionsSwing.

From April 2014 to November 2020, Mr.

Lee worked for Salesforce Inc.

CRM), where from February 2017 he was a Lead Solution Engineer after consecutive positions as an Associate Solution Engineer, Solution

Engineer, and Senior Solution Engineer from April 2014 to February 2017.

Lee holds several Salesforce certifications, which underscore

his expertise in customer relationship management (CRM) technologies.

Lee received his bachelor’s degree in U.S.

Syracuse University.

Burton has been a director

of the Company since February 2023.

Burton is licensed to practice law in Texas.

Since 2009, Mr.

Burton has served as general counsel

and executive vice president for Landmark Management Group, LLC.

As part of his duties at Landmark Management Group, he manages the corporate

and regulatory affairs of companies in the financial services industry, in addition to managing the human resources department and acting

as company spokesperson.

From 1996 to 2008, Mr.

Burton was general counsel and executive vice president for Marketing Investors Corporation,

where he managed the corporate and litigation affairs of businesses operating in the real estate, apparel, direct to consumer sales

and restaurant industries.

Burton has been a director on several boards over the years, including CreditAssociates, LLC, CID Resources,

and BayLab USA, LLC.

Burton received his JD from the Albany Law School of Union University and his bachelor’s degree in

Finance and Economics from State University of New York at Albany.

We believe that Mr.

Burton is qualified to serve on the board of directors

due to his extensive legal career and board of directors experience.

Jack II has been a director

of the Company since February 2023.

Since 1998, Mr.

Jack has been an Allstate Insurance Agent with offices in Boca Raton and Delray Beach,

Throughout this time, these offices have won numerous awards from Allstate, including the Honor Ring for six years, Circle of

Champions Award for three years, Inner Circle Elite Award for two years and the National Conference Award for one year.

on the Advent Lutheran School Board of Boca Raton, Florida from 2012 to 2016 and served on the Advent Luther Church Executive Committee

of Boca Raton, Florida until February 2024.

Jack played Division 1 College football for the famed Miami Hurricanes from 1985 to 1989

winning a national championship under the nationally known former coach, Jimmy Johnson, before attending law school at Georgetown.

Jack received a JD from Georgetown University Law Center and his bachelor’s degree in Communication and Economics from the University

Jack was formerly licensed to practice law in Florida.

We believe that Mr.

Jack is qualified to serve on the board of directors

due to his record of business team management and successes.

been a director of the Company since February 2023.

McDonald is licensed to practice law in Texas.

Over the course of the four decades

McDonald has been practicing law, he has represented buyers and sellers of real property and lenders in a variety of transactions,

including clients who buy, sell and develop unimproved real property and who buy and sell improved property such as multifamily projects,

retail projects and office buildings.

McDonald has also been lender’s counsel for banks, savings and loans and private lenders.

From 2001 to 2007, and again from 2019 to 2022, Mr.

McDonald has served on the Planning and Zoning Commission for the City of DeSoto,

McDonald received his JD from the University of Texas and his bachelor’s degree in Political Science and Mathematics

from Southern Methodist University.

We believe that Mr.

McDonald is qualified to serve on the board of directors due to his extensive

legal career and commission experience.

David Reynolds has been

a director of the Company since May 2024.

Since 2011, Mr.

Reynolds has worked at MRO Corporation, a healthcare software company, initially

as Regional Director of Sales – West from September 2011 to August 2018, and in his current position as Senior Director of Sales

– Major Accounts since August 2018.

Prior to these positions, Mr.

Reynolds held various sales and business development positions

at other healthcare software companies including Superior Global Solutions, EDiX Corporation, and Webmedx (now Nuance Communications).

Reynolds is proficient with many customer relationship management (CRM) software tools including Salesforce, Saleslogix, Sage and

From March 2024 to August 2024, Mr.

Reynolds served as a member of the board of directors of Trinity Constructors, Inc., a commercial

construction company in Texas.

Reynolds attended University of Denver and Southern Methodist University where he studied Political

Science and English.

We believe that Mr.

Reynolds is qualified to serve on our board of directors due to his extensive sales, CRM software,

and cybersecurity experience as a healthcare software executive.

Our directors currently have terms which will

end at our next annual meeting of the stockholders or until their successors are elected and qualify, subject to their prior death, resignation

Officers serve at the discretion of the board of directors.

There is no arrangement or understanding between any director

or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer.

Sarkhani attended San Diego State University where he received his bachelor’s degree from in Humanities.

Sarkhani brings a diverse background in entrepreneurship, media and business leadership.

As co-founder and CEO of Asset Entities, and with prior experience building a digital brand and multiple ventures, he combines creative vision with operational execution to support Strive’s continued growth in a rapidly evolving landscape.

Pierre Rochard.

Pierre Rochard is the Founder and CEO of the Bitcoin Bond Company since April 2025, a financial technology firm focused on developing Bitcoin-backed financial products and has served as a member of Strive's board of directors since September 2025.

Prior to that role, he served as Vice President of Research for Riot Platforms Inc.

from July 2022 to March 2025, one of the largest publicly traded Bitcoin mining companies in North America.

Before that, he was a product manager at Kraken Digital Asset Exchange, a cryptocurrency exchange, from October 2019 to June 2022.

Rochard has an extensive career in Bitcoin economics, policy and technology.

He started his career in public accounting and later co-founded the Satoshi Nakamoto Institute, an educational initiative dedicated to archiving and promoting Bitcoin’s intellectual history.

He became a prominent writer and speaker on Bitcoin, energy policy and financial regulation, and has advised policymakers, institutional investors and corporations on Bitcoin adoption and integration into the traditional financial markets.

Rochard was educated at the University of Texas at Austin, where he earned his Bachelor of Business Administration and master’s degrees in accounting.

Rochard brings to the board of directors deep expertise in Bitcoin, financial innovation and regulatory engagement.

His background at the intersection of digital assets, economics and public policy supports informed oversight and long-term value creation.

Shirish Jajodia.

Shirish Jajodia has served as Vice President, Corporate Treasurer and Head of Investor Relations at Strategy Inc.

since November 2022 and has served as a member of Strive's board of directors since September 2025.

Jajodia previously served as the Senior Director of Treasury and Investor Relations since October 2021.

Jajodia holds a B.Tech.

in Metallurgical Engineering and Materials Science from the Indian Institute of Technology, Bombay and has completed Level 2 of the CFA program and passed Level 1 of the Financial Risk Manager (FRM) certification.

He is proficient in multiple languages, including English, Hindi, and Marathi, and has a strong background in treasury management, investor relations, and corporate finance strategies, particularly in the context of digital assets like Bitcoin.

Under his leadership, Strategy has implemented a digital asset treasury reserve policy, positioning the company as a pioneer in corporate Bitcoin holdings.

Jajodia brings to the board of directors deep expertise in strategic treasury planning, digital asset management and investor engagement.

His experience leading high-impact financial initiatives at Strategy positions him to contribute meaningfully to the board of directors' oversight of the Company’s financial strategic direction as Strive enters its next phase of growth.

Lavish is the Co-Founder and has been Managing Partner of the Bitcoin Opportunity Fund, a value investment fund focused on public and private opportunities within the Bitcoin ecosystem, since August 2023, and has served as a member of Strive's board of directors since September 2025.

From March 2006 to January 2022, Mr.

Lavish served as Chief Operating Officer of LKCM Alternative Investments, LLC, an asset management firm.

Before that, Mr.

Lavish cofounded and served as Managing Partner at Ranger Arbitrage, a risk arbitrage hedge fund.

Lavish earned his B.A.

in Political Science from Yale University in 1993 and has been a Chartered Financial Analyst (CFA) since 2002.

Macey has been the Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law at Yale University, a Professor in the Yale School of Management since 2004 and has served as a member of Strive's board of directors since September 2025.

Professor Macey is also a Member of the Executive Committee of the Yale Law School Center for the Study of Corporate Governance, and of the Members Consultative Group for the American Law Institute, Restatement of the Law, Corporate Governance.

Professor Macey previously served as Chair of the Yale University Advisory Committee on Investor Responsibility (ACIR) and as Chair of the Yale University Committee on

Fossil Fuel Investment Principles (CFFIP).

Prior to joining the faculty at Yale, Professor Macey served as J.

DuPratt White Professor of Law at Cornell University.

He has served as an independent director of two public companies.

Professor Macey previously served as a member of the Financial Industry Regulatory Authority, Inc.’s (“FINRA”) Economic Advisory Committee, as a member of the FINRA National Adjudicatory Council and is Co-Chair of the Bipartisan Policy Center Task Force on Capital Markets.

Professor Macey is the author of several books and over 150 articles on corporate law and banking law.

He has served as a member of the Legal Advisory Committee to the Board of Directors of the New York Stock Exchange.

Professor Macey earned his B.A.

from Harvard College and his J.D.

from Yale Law School.

Professor Macey brings to the board of directors his significant expertise in corporate governance, securities law and finance, as well as his prior experience as a public company director.

Mahesh Ramakrishnan.

Mahesh Ramakrishnan is the Co-Founder and has been Managing Partner of Escape Velocity (EV3) Ventures, a venture capital firm focused on early-stage investments in blockchain infrastructure and decentralized technologies, since April 2022, and has served as a member of Strive's board of directors since September 2025.

From August 2020 to March 2022, he served as a Private Equity Investor at Apollo Global Management Inc., a global alternative investment manager.

From July 2018 to July 2020, Mr.

Ramakrishnan served at Goldman Sachs, a multinational financial services firm.

Ramakrishnan earned a B.A.

in Economics from Harvard University in 2018 and an MBA from Harvard Business School in 2022.

Ramakrishnan brings to the board of directors experience in private equity, venture capital, and financial technology, with a focus on decentralized infrastructure and digital asset ecosystems.

Eric Semler is a public and private market investor in technology and media and has served as a member of Strive's board of directors since January 2026.

His long/short investment fund, TCS Capital Management, LLC (“TCS”), which he founded in 2001 and converted into a family office in 2017, was, at its peak, among the largest independent technology, media and telecom investment funds worldwide.

He is currently the Chief Executive Officer and Chairman of the Board of Trailblazer Acquisition Corp (Nasdaq:

BLZR), a SPAC that went public in September 2025 raising $275 million.

He served as executive chairman of the board of Semler Scientific, Inc.

SMLR), a medical device and software business and the second U.S.

public company to adopt bitcoin as its primary treasury reserve asset.

Since 2021, he has served on the board of Fundstrat Global Advisors, an independent financial services firm.

Semler is also a director of FutureCrest (Nasdaq:

FCRS), a SPAC that went public in September 2025.

Semler has previously served on three public company boards:

Angie’s List, Inc., The Maven, Inc.

(now known as Arena Group Holdings, Inc.) and Geeknet Inc.

After graduating from Dartmouth College in 1987, Mr.

Semler began his career as a journalist working for The New York Times and for the Moscow News in Russia.

After graduating from Harvard University with both J.D.

degrees in 1994, Mr.

Semler was an associate at James D.

Wolfensohn & Co for three years, focusing on mergers and acquisitions.

From 1997 to 1998, he was an investment banking principal in the media and communications group at Montgomery Securities.

Semler is the co-author of two books published by Harper Collins:

The Language of Nuclear War and The Businessman’s Guide to Moscow.

Semler and his wife Tracy founded and developed the Raising Fame podcast franchise, partnering with NBA parents Dell and Sonya Curry to tell stories about raising extraordinary athletes.

In 2024, they launched Raising Fame TV, hosted by Sonya Curry and Lucille O’Neal, the mother of Shaquille O’Neal;

the show began airing on TV One in July 2024, and includes episodes on raising successful athletes and entertainers.

Board Meetings

During the year ended December 31, 2025, our board of directors held seven meetings and acted by unanimous written consent ten times.

During the year ended December 31, 2025, each member of our board of directors attended at least 75% of the aggregate of the total number of meetings of the board of directors (held during the period for which he or she has been a director) and the total number of meetings held by all committees of the board of directors on which he or she served (during the periods that he or she served).

We do not have a policy requiring Board members to attend the annual meeting of our stockholders.

The Company did not hold an annual meeting of stockholders during 2025.

Family Relationships

Arman Sarkhani, our Chief Operating Officer, and

Arshia Sarkhani, our Chief Executive Officer and President and a director, are brothers.

There are no other family relationships among

any of our executive officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, except as described

below, none of our directors or executive officers has, during the past ten years:

● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic

violations and other minor offences);

● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership,

corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing

or within two years prior to that time;

● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any

court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise

limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance

activities, or to be associated with persons engaged in any such activity;

● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures

Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,

● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,

or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants),

relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting

financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement

or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation

prohibiting mail or wire fraud or fraud in connection with any business entity;

● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,

of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity

(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or

organization that has disciplinary authority over its members or persons associated with a member.

Committees of the Board of Directors

Our board established the Company’s Audit Committee (the “Audit Committee”), Compensation Committee, and Nominating

and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”), each with its own charter approved

by the board.

Each committee’s charter is also available on our website at https://assetentities.gcs-web.com.

In addition, our board of directors may, from

time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors.

For further related discussion, see Item 13.

Relationships and Related Transactions, and Director Independence – Director Independence – Committees of the Board of Directors ”.

Audit Committee Members

Burton, John A.

Jack II, and Scott

McDonald, each of whom has been determined by the board of directors to satisfy the “independence” requirements of Rule 10A-3

under the Exchange Act and Nasdaq’s rules, serve on the Audit Committee, with Mr.

Burton serving as the chairman.

Our board has

determined that Mr.

Burton qualifies as an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K

promulgated by the SEC.

Material Changes to Director Nomination Procedures

There have been no material changes to the procedures

by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business

Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer

and principal accounting officer.

Such Code of Ethics and Business Conduct addresses, among other things, honesty and ethical conduct,

conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities

laws, and reporting of violations of the Code of Ethics and Business Conduct.

The full text of the Code of Ethics and Business

Conduct is attached as Exhibit 14.1 to this Annual Report and posted on our website at https://assetentities.gcs-web.com.

Any waiver of

the Code of Ethics and Business Conduct for directors or executive officers must be approved by the Audit Committee.

We will disclose

future amendments to our Code of Ethics and Business Conduct, or waivers from our Code of Ethics and Business Conduct for our principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on

our website within four business days following the date of the amendment or waiver.

In addition, we will disclose any waiver from

our Code of Ethics and Business Conduct for our other executive officers and our directors on our website.

A copy of our Code of Ethics

and Business Conduct will also be provided free of charge upon request to:

Secretary, Asset Entities Inc., 100 Crescent Ct, 7th Floor,

Dallas, TX 75201.

Insider Trading Policy

Effective March 28, 2023, we adopted an insider trading policy that

applies to all our executive officers, directors and key employees.

The insider trading policy codifies the legal

and ethical principles that govern trading in our securities by persons associated with the Company that may possess material nonpublic

information relating to the Company.

A copy of the insider trading policy is filed as Exhibit 19.1 to this report.

There are no family relationships between executive officers or directors of the Company.

Skills and Qualifications of the Directors

The Board believes that the qualifications of the directors, as set forth in their biographies, which are listed above, give them the qualifications and skills to serve as directors of the Company.

Director Independence

Certain stockholders affiliated with Strive control more than a majority of the voting power of Class A Common Stock eligible to vote in the election of directors.

As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq.

Under the rules of Nasdaq, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements that the board be composed of a majority of independent directors and have a compensation committee and a nominating and corporate governance committee that are composed entirely of independent directors.

We intend to rely on these exemptions.

As a result, we may not have a majority of independent directors on the board of directors.

In addition, our Compensation Committee and our Nominating and Corporate Governance Committee may not, from time to time, consist entirely of independent directors.

Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance standards applicable to non-controlled companies.

The Board has affirmatively determined that each of Messrs.

Lavish, Macey, Ramakrishnan, Rochard and Semler meet the definition of “independent director” under the applicable rules and regulations of the SEC and the applicable listing standards of Nasdaq.

Rochard, Lavish and Macey serve as members of the Audit Committee, Messrs.

Ramakrishnan, Rochard and Lavish serve as members of the Compensation Committee, and Messrs.

Macey, Rochard and Ramakrishnan serve as members of the Nominating and Corporate Governance Committee.

Audit Committee

The Board has established a standing Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act and adopted the Audit Committee Charter, which is publicly available on the Corporate Governance section of our website, https://investors.strive.com .

The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements, reviews the effectiveness of our internal controls over financial reporting, provides the opportunity for direct contact between our independent registered public accounting firm and our board of directors, and provides information about significant financial matters to our board of directors.

Additionally, the Audit Committee is responsible for coordinating our board of directors’ oversight of risk assessment and management for cybersecurity.

The Audit Committee is currently comprised of Messrs.

Rochard (Chair), Lavish and Macey.

During 2025, the Audit Committee met five times and acted by unanimous written consent one time.

All current members attended all the meetings of the Audit Committee in 2025 during the periods that he or she served.

Our board of directors has determined that each member of the Audit Committee meets the Nasdaq listing rules’ definition of an independent director for audit committee purposes, as well as the independence requirements of Rule 10A-3 under the Exchange Act.

Each member of the Audit Committee is an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K.

Additional information regarding the Audit Committee and its functions and responsibilities is incorporated herein by reference to the information provided under the caption “Audit Committee Report” in the 2026 Proxy Statement.

Compensation Committee

Our board of directors has established a standing Compensation Committee and adopted the Compensation Committee Charter, which is publicly available on the Corporate Governance section of our website, https://investors.strive.com .

The Compensation Committee determines the compensation arrangements of all executive officers of the Company, equity awards, including awards under the 2026 Omnibus Equity Incentive Plan (as amended, the “2026 Equity Plan”), and arrangements relating to certain perquisites and personal benefits provided to our executive officers, and performs other functions related to compensation matters.

The Compensation Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems it appropriate and in the best interests of the Company.

The Committee may delegate to one or more officers of the Company the authority to make grants and awards or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plans.

During 2025, the Compensation Committee retained Mercer (US) Inc.

as a third-party compensation consultant (the “Compensation Consultant”) to assist the board of directors with the evaluation of compensation for certain of our executive officers.

The Compensation Consultant reported directly to the Compensation Committee.

Pursuant to its charter, our Compensation Committee has the sole authority to retain, and replace as needed, compensation consultants to provide independent advice to our Compensation Committee, as well as the sole authority to approve the consultants’ fees and other terms and

conditions of retention.

A representative from the Compensation Consultant participated in meetings of the Compensation Committee and met with the committee outside of the presence of management, as requested, and directly communicated with the chair of the Compensation Committee between meetings.

However, the Compensation Committee made all decisions regarding the compensation paid to Section 16 executive officers.

The Compensation Consultant provided various executive compensation advisory services to the Compensation Committee pursuant to a written consulting agreement.

Generally, these services included advising the Compensation Committee on the principal aspects of Strive’s executive and director compensation programs, assisting in the selection of the compensation peer group and providing market information and analysis regarding the competitiveness of our compensation program design.

The Compensation Committee considers the independence of the Compensation Consultant under SEC rules and Nasdaq listing standards.

The Compensation Committee has received a written statement of independence from the Compensation Consultant, which addressed the following factors:

(1) other services provided to Strive by the Compensation Consultant;

(2) amount of fees paid by the Company as a percentage of the Compensation Consultant’s total revenues;

(3) policies or procedures maintained by the Compensation Consultant that are designed to prevent a conflict of interest;

(4) any shares of Common Stock owned by the individual consultants involved in the engagement;

(5) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee;

and (6) any business or personal relationships between our executive officers and the Compensation Consultant or the individual consultants involved in the engagement.

At this time, the Compensation Committee has concluded that the work of the Compensation Consultant does not raise any conflicts of interest.

The Compensation Committee is currently comprised of Messrs.

Ramakrishnan (Chair), Rochard and Lavish.

During 2025, the Compensation Committee met one time and acted by unanimous written consent two times.

All current members attended all the meetings of the Compensation Committee in 2025 during the periods that he or she served.

Our board of directors has determined that each member of the Compensation Committee meets the Nasdaq listing rules’ definition of an independent director for compensation committee purposes, as well as the independence requirements of Rule 10C-1 under the Exchange Act.

Each member of the Compensation Committee is also a non-employee director, as defined in Rule 16b-3 under the Exchange Act.

Additional information regarding the Compensation Committee and its functions and responsibilities is included in this Annual Report under the caption “Executive Compensation.”

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has ever been a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the board of directors or Compensation Committee.

Nominating and Corporate Governance Committee

The board of directors has established a standing Nominating and Corporate Governance Committee and has adopted the Nominating and Corporate Governance Committee Charter, which is publicly available on the Corporate Governance section of our website, https://investors.strive.com .

The Nominating and Corporate Governance Committee has been delegated the authority to exercise oversight of director nominations, which includes:

• reviewing and evaluating the size, composition, function and duties of the board of directors consistent with its needs;

• recommending criteria for the selection of candidates to the board of directors and its committees, and identifying individuals qualified to become board members consistent with such criteria, including the consideration of nominees submitted by stockholders;

• recommending director nominees for election to the board of directors at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;

• developing and recommending to the board of directors the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company and overseeing compliance with such Guidelines and Code.

The Nominating and Corporate Governance Committee is currently comprised of Messrs.

Macey (Chair), Rochard and Ramakrishnan.

Our board of directors has determined that all members of the Nominating and Corporate Governance Committee meet the Nasdaq listing rules’ definition of an independent director.

During 2025, the Nominating and Corporate Governance Committee met four times and acted by unanimous written consent two times.

Nomination Process

As noted above, we have established a Nominating and Corporate Governance Committee, which is responsible for evaluating and recommending director nominees to our board of directors.

The Nominating and Corporate Governance Committee will, from time to time, evaluate biographical information and background materials relating to potential candidates and interview selected candidates.

The Nominating and Corporate Governance Committee may also use a third-party search firm to identify director candidates in situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

In considering whether to nominate any particular candidate for election to the board of directors, the Nominating and Corporate Governance Committee has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, the board of directors will consider each candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest, and ability to act in the interests of our stockholders.

The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees.

The Nominating and Corporate Governance Committee and board of directors believe the board of directors possesses the appropriate backgrounds, professional experience, and varied perspectives amongst its members to effectively provide direction and oversight.

The Nominating and Corporate Governance Committee also considers whether a potential nominee would satisfy the Nasdaq listing rules’ definition of an independent director and the SEC’s definition of an audit committee financial expert.

The Nominating and Corporate Governance Committee does not set specific minimum qualifications or assign specific weights to particular criteria and no particular criterion is a prerequisite for a prospective nominee.

We do not have a formal policy with respect to the consideration of director candidates recommended by our stockholders.

Stockholder recommendations relating to director nominees or other proposals may be submitted in accordance with the procedures set forth above under the caption “Deadlines for Stockholder Proposals and Universal Proxy Notice for the 2027 Annual Meeting” in the 2026 Proxy Statement, which is incorporated herein by reference.

Any stockholder nominations proposed for consideration should include the nominee’s name and qualifications.

Such nominations will be evaluated in the same manner as nominations by members of the board of directors, management, or other parties.

Stockholders may also send communications to the board of directors in accordance with the procedures set forth below under “Communicating with the Board of Directors.”

In 2025, the Nominating and Corporate Governance Committee did not engage third-party search firms to assist in identifying and screening potential director candidates.

The Nominating and Corporate Governance Committee may use third-party search firms to identify director candidates in the future.

Communicating with the Board of Directors

Stockholders who wish to send communications to the board of directors may do so by writing to the Secretary of Strive, 200 Crescent Ct, Suite 1400, Dallas, TX 75201.

The mailing envelope must clearly indicate that the enclosed letter is a “Stockholder-Board Communication.” All such letters must identify the author as a stockholder and include the stockholder’s full name, address, and a telephone number.

If the letter is intended for a specific board member, the name of such board member should be noted in the communication.

The Secretary will forward any such correspondence to the intended recipient.

However, prior to doing so, the Secretary or his designee will review such correspondence and, in his or her discretion, may not forward communications that relate to ordinary business affairs, communications that are primarily commercial in nature or personal grievances, or communications that relate to an improper or irrelevant topic or are otherwise inappropriate for the board of directors’ or any individual board member’s consideration.

Board Leadership Structure

Cole is the Chairman of the board of directors and is our CEO.

Having served as the Company’s CEO for almost 3 years, Mr.

Cole is extremely knowledgeable about the Company’s business and strategy and, therefore, we believe it is appropriate for him to serve as the Chairman of the board of directors.

In addition, Mr.

Cole’s service as Chairman of the board of directors allows him to provide strategic input on the type and number of issues proposed for board consideration by helping to set and approve agendas for meetings and helping to ensure appropriate discussion of board level issues.

We do not have a lead independent director or a presiding director.

However, the independent directors regularly meet in executive sessions of the board of directors.

Oversight of Risk

Our board of directors oversees our risk management processes directly and through its committees.

Our management is responsible for risk management on a day-to-day basis.

The role of our board of directors and its committees is to oversee

the risk management activities of management.

They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices.

In general, our board of directors oversees risk management activities relating to business strategy, capital allocation, organizational structure, and certain operational risks.

Our Audit Committee oversees risk management activities relating to financial controls, and legal and compliance risks, and coordinates the board of directors’ oversight of cybersecurity risks, and our Compensation Committee oversees risk management activities relating to the Company’s compensation policies and practices.

In addition, since risk issues often overlap, committees from time to time can request that the full Board discuss particular risk issues.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our

directors and executive officers and beneficial holders of more than 10% of our shares of common stock to file with the SEC initial reports

of ownership and reports of changes in ownership of our equity securities.

Based solely on a review of our records, publicly available

information, and written representations by the persons required to file such reports, we believe that during the fiscal year ended December

31, 2024, there were no delinquent Section 16(a) reports, except the following:

Each of AEH, Arman Sarkhani, Arshia Sarkhani, Jackson

Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert filed a late Form 4 to report three transactions on September 16, 2024.

Based solely on Strive’s review of the Section 16(a) reports that have been filed by or on behalf of its officers, directors and persons who own more than 10% of a registered class of Strive’s equity securities, we believe that all such persons complied on a timely basis with all Section 16(a) filing requirements during the fiscal year ended December 31, 2025, except that one Form 3 reporting Mr.

Lavish’s initial holdings of Strive upon his appointment to Strive’s board of directors that was filed late due to an administrative delay.

Code of Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to Strive’s principal executive officer, principal financial officer, principal account officer or controller, or persons performing similar functions and such other personnel of Strive’s or its majority-owned subsidiaries as may be designated from time to time by our board of directors.

The Code of Ethics is publicly available on the Corporate Governance section of our website, https://investors.strive.com .

We intend to disclose any amendments to the Code of Ethics or any waiver from a provision of the Code of Ethics on the Corporate Governance section of our website, https://investors.strive.com .

Our Code of Ethics is also included as an exhibit to this Annual Report.

Clawback Policy

The Company has adopted its Compensation Recoupment Policy in compliance with Nasdaq listing rule 5601 and Rule 10D-1 of the Exchange Act effective September 12, 2025.

This clawback policy applies to current or former officers of the Company (as defined in Rule 16a-1(f) under the Exchange Act or to the extent Nasdaq listing rule 5608 otherwise provides, such officers as provided under Rule 5608) (“Covered Executive”) and requires us, subject to limited exemptions provided by Nasdaq rules, to act to recover incentive-based compensation erroneously received on or after October 2, 2023 by our current or former Covered Executive and within the three fiscal years preceding the date an accounting restatement is determined to be required.

For more information, see our Compensation Recoupment Policy, which is included as an exhibit to this Annual Report.

Insider Trading Policy

Our board of directors has adopted an insider trading policy governing the purchase, sale, disposition and other transactions in our securities by our directors, officers, employees and certain other covered persons.

We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards.

The policy prohibits our directors, officers, employees and certain other covered persons from illegally trading in Company securities, including common stock, debt securities, preferred stock and related derivative securities while aware of material non-public information about the Company or its securities.

Additionally, Company personnel and related persons are prohibited from trading securities during various times throughout the year, and certain individuals must receive pre-clearance from our certain designated compliance officers prior to engaging in transactions in our securities.

Our insider trading policy is filed as an exhibit to this Annual Report.

Executive Compensation

Summary Compensation Table - Years Ended December 31, 2024 and 2023

The following table sets forth information concerning all cash and

non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods.

Name and Principal Position

Arshia Sarkhani,

Chief Executive Officer and President

Michael Gaubert,

Executive Chairman

Kyle Fairbanks,

Executive Vice-Chairman and Chief Marketing Officer

(1) On December 27, 2024, Arshia Sarkhani was granted 13,254 shares of Class B Common Stock.

The aggregate

grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to

the Company’s financial statements beginning on page F-1 of this Annual Report.

(2) On February 7, 2023, Arshia Sarkhani was granted 40,000 shares of Class B Common Stock subject to vesting

as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

The aggregate grant

date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s

financial statements beginning on page F-1 of this Annual Report.

(3) On December 27, 2024, Michael Gaubert was granted 20,500 shares of Class B Common Stock.

The aggregate

grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to

the Company’s financial statements beginning on page F-1 of this Annual Report.

(4) On February 7, 2023, Michael Gaubert was granted 45,100 shares of Class B Common Stock subject to vesting

as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

The aggregate grant

date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s

financial statements beginning on page F-1 of this Annual Report.

(5) All other compensation consisted of consulting fees and health insurance.

(6) On December 27, 2024, Kyle Fairbanks was granted 10,000 shares of Class B Common Stock.

The aggregate

grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to

the Company’s financial statements beginning on page F-1 of this Annual Report.

(7) On February 7, 2023, Kyle Fairbanks was granted 40,000 shares of Class B Common Stock subject to subject

to vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

The aggregate

grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to

the Company’s financial statements beginning on page F-1 of this Annual Report.

Employment and Consulting Agreements

Under the Prior Arshia Sarkhani Employment Agreement,

the term of the Prior Arshia Sarkhani Employment Agreement commenced as of the closing of our initial public offering on February 7, 2023,

and terminated on February 7, 2025 in accordance with its terms.

During the term of the Prior Arshia Sarkhani Employment Agreement, the

Company paid Mr.

Sarkhani an annual salary of $240,000 and paid an initial cash bonus of $10,000.

Sarkhani was eligible to receive

an annual cash bonus as determined by the board of directors.

Pursuant to the Prior Arshia Sarkhani Employment Agreement, following the

closing of the initial public offering, on February 7, 2023, the Company entered into its standard form of restricted stock award agreement

Sarkhani granting restricted stock under the Plan in the amount of 40,000 shares of Class B Common Stock subject to vesting as

to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

Upon a change of control

of the Company, all of the shares will vest immediately.

Under the Prior Arshia Sarkhani Employment Agreement, Mr.

Sarkhani was eligible

to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms

and generally applicable Company policies.

The Prior Arshia Sarkhani Employment Agreement also contained certain confidentiality provisions.

Under the Prior Kyle Fairbanks Agreement, the

term of the Prior Kyle Fairbanks Agreement commenced as of the closing of the initial public offering on February 7, 2023, and terminated

on February 7, 2025 in accordance with its terms.

During the term of the Prior Kyle Fairbanks Agreement, the Company paid Mr.

an annual salary of $240,000 and paid an initial cash bonus of $10,000.

Fairbanks was eligible to receive an annual cash bonus as

determined by the board of directors.

Pursuant to the Prior Kyle Fairbanks Agreement, following the closing of the initial public offering,

on February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Fairbanks granting restricted

stock under the Plan in the amount of 40,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the total

granted shares on each of the first three anniversaries of the grant date.

Upon a change of control of the Company, all of the shares

will vest immediately.

Under the Prior Kyle Fairbanks Agreement, Mr.

Fairbanks was eligible to participate in standard benefits plans

offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies.

The Prior Kyle Fairbanks Agreement also contained certain confidentiality provisions.

Under the Prior Krueger Agreement, the term of

the Prior Krueger Agreement commenced as of the closing of the initial public offering on February 7, 2023, and terminated on February

7, 2025 in accordance with its terms.

During the term of the Prior Krueger Agreement, the Company paid Mr.

Krueger an annual salary of

$180,000 and paid an initial cash bonus of $25,000.

Krueger was eligible to receive an annual cash bonus as determined by the board

of directors.

Pursuant to the Prior Krueger Agreement, following the closing of the initial public offering, on February 7, 2023, the

Company entered into its standard form of restricted stock award agreement with Mr.

Krueger granting restricted stock under the Plan in

the amount of 39,600 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares on each

of the first three anniversaries of the grant date.

Upon a change of control of the Company, all of the shares will vest immediately.

Under the Prior Krueger Agreement, Mr.

Krueger was eligible to participate in standard benefits plans offered to similarly-situated employees

by the Company from time to time, subject to plan terms and generally applicable Company policies.

The Prior Krueger Agreement also contained

certain confidentiality provisions.

Under the letter agreement between the Company

and Arman Sarkhani, the Company’s Chief Operating Officer, dated as of April 21, 2022 (the “Prior Arman Sarkhani Employment

Agreement”), the term of the Arman Sarkhani Employment Agreement commenced as of the closing of the initial public offering on February

7, 2023, and terminated on February 7, 2025 in accordance with its terms.

During the term of the Arman Sarkhani Employment Agreement,

the Company paid Mr.

Sarkhani an annual salary of $125,000 and paid an initial cash bonus of $10,000.

On August 15, 2023, the Arman Sarkhani

Employment Agreement was amended to provide for an annual salary of $150,000 effective as of September 1, 2023.

Sarkhani was eligible

to receive an annual cash bonus as determined by the board of directors.

Pursuant to the Arman Sarkhani Employment Agreement, following

the closing of the initial public offering, on February 7, 2023, the Company entered into its standard form of restricted stock award

agreement with Mr.

Sarkhani granting restricted stock under the Plan in the amount of 32,600 shares of Class B Common Stock subject to

vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

Upon a change

of control of the Company, all of the shares will vest immediately.

Under the Arman Sarkhani Employment Agreement, Mr.

Sarkhani was eligible

to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms

and generally applicable Company policies.

The Arman Sarkhani Employment Agreement also contained certain confidentiality provisions.

Under the letter agreement between the Company

and Jason Lee, the Company’s Chief Technology Officer, dated as of November 10, 2023 (the “Lee Agreement”), the term

of the agreement commenced as of November 15, 2023, and will continue for two years unless terminated earlier in accordance with its terms.

During the term of the Lee Agreement, the Company will pay Mr.

Lee an annual salary of $100,000.

Pursuant to the Lee Agreement, the Company

entered into its standard form of restricted stock award agreement with Mr.

Lee granting restricted stock under the Plan in the amount

of 35,400 shares of Class B Common Stock subject to vesting as to one-fourth of the total granted shares on each of the first four six-month

anniversaries of the grant date.

Under the Lee Agreement, Mr.

Lee will be eligible to participate in standard benefits plans offered to

similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies.

Agreement also contains certain confidentiality provisions.

Lee may terminate the Lee Agreement at will.

Each of the above letter agreements could or may

be terminated by the Company only for “cause”.

Each of the agreements defined “cause” as (a) conviction of or

plea of guilty or nolo contendere to a felony under the laws of the United States or any state thereof;

(b) commission of fraud or embezzlement

on the Company or any of its subsidiaries;

the Company or any of its subsidiaries that causes material financial or reputational harm to the Company or any of its subsidiaries;

(d) any intentional act of dishonesty resulting or intending to result in personal gain or enrichment at the expense of the Company or

any of its subsidiaries;

(e) a violation by of law (whether statutory, regulatory or common law), causing a material financial harm or

material reputational harm to the Company or any of its subsidiaries;

(f) a material violation of the Company’s (or any of its subsidiaries’)

bona fide, written equal employment opportunity, antidiscrimination, anti-harassment, or anti-retaliation policies;

(g) material breach

of this agreement;

(h) the consistent abuse of alcohol, prescription drugs or controlled substances, which interferes with the performance

of the officer’s duties to the Company;

(i) failure to execute the duties and responsibilities of the officer position which the

officer holds;

(j) a breach or default of the officer’s obligations to the Company or under the agreement;

or (k) excessive absenteeism

other than for reasons of illness.

Under the Prior Gaubert

Agreement, the term of the Prior Gaubert Agreement commenced as of the closing of the initial public offering on February 7, 2023, and

terminated on February 7, 2025 in accordance with its terms.

During the term of the Prior Gaubert Agreement, the Company paid Mr.

an annual salary of $240,000.

The Company paid an initial cash bonus of $50,000 during 2023.

Gaubert was eligible to receive an annual

cash bonus as determined by the board of directors.

Pursuant to the Prior Gaubert Agreement, following the closing of the initial public

offering, on February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Gaubert granting

restricted stock under the Plan in the amount of 45,100 shares of Class B Common Stock subject to vesting as to approximately one-third

of the total granted shares on each of the first three anniversaries of the grant date.

Upon a change of control of the Company, all of

the shares will vest immediately.

Under the Prior Gaubert Agreement, Mr.

Gaubert will be eligible to participate in standard benefits

plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company

The Prior Gaubert Agreement also contained certain confidentiality provisions.

Each of the executive officers named above was

required to sign an Employee Confidential Information and Inventions Assignment Agreement or similar agreement which prohibits unauthorized

use or disclosure of the Company’s proprietary information, contains a general assignment of rights to inventions and intellectual

property rights, non-competition provisions that apply during the term of employment, non-solicitation provisions that apply during the

term of employment and for one year after the term of employment, and non-disparagement provisions that apply during and after the term

of employment.

The information under Item 9B.

Information – New Executive Employment and Consulting Agreements ” is incorporated by reference herein.

Outstanding Equity

Awards at Fiscal Year-End

The executive officers named above had the following

unexercised options, stock that has not vested, or equity incentive plan awards outstanding as of December 31, 2024.

unexercised options

(#) exercisable

unexercisable

Arshia Sarkhani

Michael Gaubert

Kyle Fairbanks

(1) On February 7, 2023, Arshia Sarkhani was granted 40,000 shares of common stock subject to vesting as to

approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

(2) On February 7, 2023, Michael Gaubert was granted 45,100 shares of common stock subject to vesting as to

approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

(3) On February 7, 2023, Kyle Fairbanks was granted 40,000 shares of common stock subject to subject to vesting

as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

Additional Narrative Disclosure

Retirement Benefits

We have not maintained, and do not currently maintain,

a defined benefit pension plan, nonqualified deferred compensation plan or other retirement benefits.

Potential Payments Upon Termination or Change

See “ —Executive Employment and

Consulting Agreements ” above.

The following executive compensation disclosures provide historical compensation information relating to the named executive officers of the Company.

In September 2025, Asset Entities, Inc.

completed a business combination with Strive Enterprises, Inc.

and changed its name to Strive, Inc.

In light of the recent transactions, which resulted in Strive Enterprises, Inc.

becoming a subsidiary of Asset Entities and the named executive officers of Strive Enterprises, Inc.

becoming executive officers of Strive, Inc.

(which was previously Asset Entities) at the closing of the transactions, the Company is providing historical executive compensation of the named executive officers with respect to their employment with Strive Enterprises, Inc.

for fiscal year 2024 and their employment with Strive, Inc.

for fiscal year 2025.

Executive Compensation of Strive, Inc.

The following table sets forth information concerning the compensation paid to the Company’s chief executive officer and our next two most highly compensated executive officer during our fiscal years ended December 31, 2025 and 2024 (collectively referred to as the “NEOs”).

We disclose compensation for two NEOs with respect to 2024 because only two of the NEOs were executive officers in 2024.

Logan Beirne, Chief Legal Officer joined Strive as an executive officer in February 2025.

Summary Compensation Table

Name and Principal Position Year Salary ($) (1)

Bonus ($) Stock Awards ($) All Other Compensation ($) (6)

Matthew Cole 2025 536,900 2,000,000 (2)

— 46,900 2,583,000

Chief Executive Officer 2024 415,000 63,000 (3)

7,050,275 (4)

13,800 7,542,075

Benjamin Pham 2025 397,500 500,000 (2)

4,716,662 (4)

10,196 5,624,358

Chief Financial Officer 2024 337,500 52,500 (3)

1,938,466 (4)

9,437 2,337,903

Logan Beirne 2025 381,300 540,000 (2)

19,317,803 (4)

4,667 20,243,770

Chief Legal Officer 2024 — — — — —

(1) As further described below, (a) Mr.

Cole’s annual base salary for 2025 was initially $420,000 and was increased to $800,000 in connection with Mr.

Cole entering into an employment agreement in September 2025, (b) Mr.

Pham’s annual base salary for 2025 was initially $350,000 and was increased to $500,000 in connection with Mr.

Pham entering into an employment agreement in September 2025 and (c) Mr.

Beirne’s annual base salary for 2025 was initially $400,000 and was increased to $500,000 in connection with Mr.

Beirne entering into an employment agreement in September 2025.

The amounts reflected in this column reflect the actual amount of annual base salary received by each NEO in 2025.

(2) In connection with his appointment as our Chief Executive Officer, Mr.

Cole received a special one-time bonus in an amount equal to $2,000,000.

In connection with his hiring in February 2025, Mr.

Beirne received a one-time signing bonus in an amount equal to $40,000.

In addition, Messrs.

Pham and Beirne each received a transaction bonus in the amount of $500,000 in connection with the closing of the Asset Entities Merger (as defined below).

(3) These amounts reflect special bonuses paid to Messrs.

Cole and Pham as compensation for their relocation from Ohio to Texas.

Strive otherwise did not provide any other bonuses to any of the NEOs in 2024.

(4) These amounts represent the aggregate grant date fair value of the Old Strive RSUs and Old Strive RSAs (as defined below) granted to each of the NEOs under the Pre-ASST Transaction Plan and as described in further detail below.

The grant date fair value was calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to time-based vesting conditions or performance-based vesting conditions.

The amounts reported for the Old Strive RSU and Old Strive RSA awards subject to performance conditions were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.

The assumptions used in calculating such grant date fair value are set forth in the notes to Strive’s audited consolidated financial statements included elsewhere in the prospectus of our Form S-4 filed with the Commission on December 3, 2025.

Amounts reported do not reflect the actual economic value that may be realized by the applicable NEO.

(5) These amounts represent the aggregate grant date fair value of the New Strive RSUs (as defined below) granted to each of the NEOs under the Pre-ASST Transaction Plan and as described in further detail below.

The amounts reported for the New Strive RSUs subject to performance conditions were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.

Amounts reported do not reflect the actual economic value that may be realized by the applicable NEO.

(6) The amounts reported in this column reflect company matching contributions in 2025 under Strive’s 401(k) plan for Mr.

Cole ($11,900), Mr.

Pham ($10,196) and Mr.

Beirne ($4,667).

Cole only, the amount also reflects personal security costs incurred in 2025.

Elements of Strive’s Executive Compensation Program

For the year ended December 31, 2025, the compensation for each NEO generally consisted of a base salary, special one-time bonuses, restricted stock units and standard employee benefits.

These elements (and the amounts of compensation and benefits under each element) were selected because Strive believes they are necessary to help attract and retain executive talent which is fundamental to its success.

Below is a more detailed summary of the current executive compensation program as it relates to the NEOs.

Base Salaries

The NEOs receive a base salary to compensate them for services rendered to Strive.

The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Prior to September 15, 2025, Mr.

Cole had an annual base salary of $420,000, Mr.

Pham had an annual base salary of $350,000 and Mr.

Beirne had an annual base salary of $400,000 in connection with their employment with Strive Enterprises, Inc.

Effective September 15, 2025, Mr.

Cole’s annual base salary was increased to $800,000, Mr.

Pham’s annual base salary was increased to $500,000 and Mr.

Beirne’s annual base salary was increased to $500,000, which increase was approved by the board of directors, after consultation with our independent compensation consultant, to provide compensation commensurate with each NEO’s new role as an executive officer of a public company.

In 2025, each named executive officer was eligible to participate in our annual discretionary incentive plan under which cash incentive payments were awarded based on the achievement of key performance metrics as determined by our board of directors.

For 2025, Mr.

Cole was eligible to receive a bonus of up to 200% of his base salary and Messrs.

Pham and Beirne were each eligible to receive a bonus of up to 100% of their respective base salaries, in each case, pursuant to the terms of their employment agreements described below under “—Employment Agreements”.

Annual bonuses for our named executive officers are awarded at the discretion of our board of directors, and are primarily based on our board of directors' general assessment of the bitcoin yield generated, paying interest-bearing liabilities, outperforming broad-based equity indices, and outperforming bitcoin itself over the long run.

As of the date of this Annual Report, our board of directors has not yet determined any of our NEO’s annual bonus for 2025.

In addition, in February 2025, Mr.

Beirne received a one-time signing bonus in an amount equal to $40,000.

In September 2025, Mr.

Cole received a special one-time bonus in an amount equal to $2,000,000 in connection with his appointment as the Chief Executive Officer, and each of Messrs.

Pham and Beirne received a transaction bonus in the amount of $500,000 in connection with the closing of the Asset Entities Merger (as defined below).

2025 Equity Grants

In September 2025, Strive granted Messrs.

Pham and Beirne restricted stock units pursuant to the terms and conditions of the Pre-ASST Transaction Plan.

Pham and Beirne were granted awards of restricted stock units that settle in shares of Class A Common Stock of the Company granted pursuant to the Pre-ASST Transaction Plan (the “New Strive RSUs”) that vest upon the satisfaction of a “time condition”.

The time condition applicable to the New Strive RSUs is satisfied as follows:

(i) 33% of the New Strive RSUs vesting on the first anniversary of the grant date and (ii) 8.33% of the New Strive RSUs vesting on the nearest quarter-end date prior to the next eight quarterly anniversaries thereafter, such that the New Strive RSUs will vest on March 31, June 30, September 30 or December 31, as applicable, in each case subject to the NEO’s continued service to the Company on each applicable vesting date and otherwise subject to the terms and conditions set forth in the form of the RSU award agreement.

In the event the NEO’s employment is involuntarily terminated for any reason other than for “cause” within 12 months following the consummation of a “change in control” (each term as defined in the applicable award agreement), the New Strive RSUs will become fully vested.

Other Elements of Compensation

Defined Contribution Plan

Strive maintains a 401(k) defined contribution retirement savings plan for its employees in the United States who satisfy certain eligibility requirements, including the NEOs.

The NEOs are eligible to participate in the 401(k) plan on the same terms as other U.S.

full-time employees, including matching employer contributions equal to 100% of the first 3% of the employees’ contribution and 50% of the next 2% of the employees’ contribution.

Employee Benefits

All of Strive’s full-time employees in the United States, including the NEOs, are eligible to participate in health and welfare plans, including medical, dental and vision benefits, medical and dependent care, flexible spending accounts, short-term and long-term disability insurance and life insurance.

Personal Security

As a result of Mr.

Cole’s high profile as the Chief Executive Officer, we have provided an executive protection security detail to Mr.

Security includes the use of a leased vehicle and driver, who is also a member of the security detail.

The costs of this benefit attributable to security at his residence or any other amounts required to be disclosed are reported in our “Summary Compensation Table” above.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards for our named executive officers as of the end of our fiscal year ended December 31, 2025.

Pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025, by and among Strive (which was, until September 12, 2025, known as Asset Entities Inc.), Alpha Merger Sub, LLC, an Ohio limited liability company and wholly-owned subsidiary of Strive, and Strive Enterprises, Inc., an Ohio corporation, Strive Enterprises, Inc., completed the reverse acquisition of Asset Entities, Inc.

(“Asset Entities”) on September 12, 2025, and continued as the surviving entity.

Upon the consummation of the Asset

Entities Merger (“Closing”), (i) each outstanding share Class B Common Stock of Strive Enterprises, Inc.

(the “Old Strive Class B Shares”) held by the NEO as of the Closing was converted into the right to receive a number of shares of Class B Common Stock of the Company (the “New Strive Class B Shares”) equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive Class B Shares by (y) a ratio equal to 70.9470650 (the “Exchange Ratio”), (ii) each outstanding restricted stock unit in respect of Old Strive Class B Shares held by the NEO as of the Closing (each, an “Old Strive RSU”) was converted into an award of restricted stock units with respect to a number of New Strive Class B Shares (which automatically converted into shares of Class A Common Stock of the Company (the “New Strive Class A Shares”) upon the transfer thereof) (each, a “Converted Strive RSU”) equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSUs held by the NEO by (y) the Exchange Ratio, which such Converted Strive RSUs remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSU and (iii) each outstanding award of restricted shares with respect to Old Strive Class B Share held by the NEO as of the Closing (each, an “Old Strive RSA”) was converted into an award of restricted shares with respect to New Strive Class B Shares (which automatically converted into New Strive Class A Shares upon the transfer thereof) (each, a “Converted Strive RSA”) equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSA held by the NEO by (y) the Exchange Ratio, which such Converted Strive RSAs remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSA.

The market value of the equity awards set forth below is based on the closing price of our Class A Common Share as of December 31, 2025, the last trading day of 2025, which was $0.7380 ($14.76 on a split-adjusted basis).

Name Grant Date Number of Shares or Units of Stock That Have Not Vested (#) (1) Market Value of Shares or Units of Stock That Have Not Vested ($)

Matthew Cole (2)

Benjamin Pham 7/8/2024 101,963 (3)

9/15/2025 27,778 (4)

Logan Beirne 9/15/2025 111,112 (4)

(1) The number of units reflected in this column have been adjusted to account for the 1-for-20 reverse stock split.

(2) In connection with the Closing, each of the time-vesting condition and the performance vesting condition of the Converted Strive RSUs held by Mr.

Cole was deemed to have been achieved and all of then-outstanding Converted Strive RSUs held by Mr.

Cole became vested as of September 12, 2025.

Cole has not been granted any equity awards since the Closing.

(3) Reflects the grant of Converted Strive RSUs outstanding under the Pre-ASST Transaction Plan that vest upon the satisfaction of both a “time condition” and a “performance condition.” The time condition applicable to the Converted Strive RSUs is satisfied as follows:

(i) 25% of the Converted Strive RSUs satisfy the time condition on the first anniversary of the Converted Strive RSU grant date and (ii) the remaining 75% of the Converted Strive RSUs satisfy the time condition in 12 equal quarterly installments thereafter (with the vesting dates always being on March 31, June 30, September 30 or December 31, as applicable), in each case subject to the NEO’s continuous service through the applicable vesting date.

The performance condition will be satisfied on the earlier to occur of (i) a “liquidity event” or (ii) an “IPO” (each term as defined in the applicable award agreement) prior to the expiration date of the Converted Strive RSUs, which is eight years from the grant date.

The performance condition was deemed fully satisfied in connection with the Asset Entities Merger.

If both the time condition and performance condition have not been satisfied before the expiration date, the Converted Strive RSUs will expire on the expiration date.

The number of Converted Strive RSUs reflected in the table above assumes full attainment of the time condition and performance condition.

(4) These New Strive RSUs vest as follows:

33% vests on the first anniversary of the grant date and the remainder vests as to 8.33% on a quarterly basis (with the vesting dates always being on March 31, June 30, September 30 or December 31, as applicable), in all cases subject to the NEO’s continued employment through each applicable vesting date.

Employment Agreements

Executive Employment Agreements

Cole Employment Agreement

During the first portion of the 2025 fiscal year (ending September 15, 2025), Mr.

Cole was party to an employment agreement with Strive, dated May 19, 2022 (the “Old Cole Employment Agreement”), which provided for at-will employment and no specified term of employment.

The Old Cole Employment Agreement provided for annual base salary (which was $420,000 until September 15, 2025), a discretionary bonus, the amount and terms of which were in the sole and absolute discretion of the board of directors and eligibility to receive discretionary equity incentive awards under the Pre-ASST Transaction Plan, as determined in the sole discretion of the board of directors.

Pursuant to the Old Cole Employment Agreement, in the event Mr.

Cole’s employment was terminated for any reason, Mr.

Cole was not entitled to any payments in the nature of severance or termination payments other than any accrued but unpaid salary and vacation, reimbursement for unreimbursed business expenses and vested employee benefits (including equity compensation) to which Mr.

Cole would have been entitled as of the date of termination.

The Old Cole Employment Agreement also contained customary perpetual confidentiality and non-disparagement covenants, as well as, for a period of twenty-four (24) months following termination of Mr.

Cole’s employment with Strive, covenants not to compete and not to solicit customers and services provider covenants.

Pham Employment Agreement

During the first portion of the 225 fiscal year (ending September 15, 2025), Mr.

Pham was party to an amended and restated employment agreement with Strive, dated March 1, 2022 (the “Old Pham Employment Agreement”), which provided for at-will employment and no specified term of employment.

The Old Pham Employment Agreement provided for agreement annual base salary (which was $350,000 until September 15, 2025), a discretionary bonus, the amount and terms of which were in the sole and absolute discretion of the board of directors and eligibility to receive discretionary equity incentive awards under the Pre-ASST Transaction Plan, as determined in the sole discretion of the board of directors.

Pham was also entitled to participate in the employee benefit plans and programs as provided by Strive to similarly situated full-time employees from time to time.

Pursuant to the Old Pham Employment Agreement, in the event Mr.

Pham’s employment was terminated without “cause” or Mr.

Pham resigns for “good reason” (each as defined in the Old Pham Employment Agreement ), then, subject to Mr.

Pham’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Mr.

Pham would have been entitled to receive (i) a lump sum payment equal to 3 months of base salary for the year in which the date of termination occurs and (ii) monthly reimbursement of COBRA premiums (less active employee rates) for 18 months following the date of his termination (or, if earlier, until the date Mr.

Pham became eligible for substantially similar coverage from another employer or other source).

In addition, in the event Mr.

Pham’s employment was terminated without cause or Mr.

Pham resigned for good reason within 24 months following a “change in control” (as defined in the Old Pham Employment Agreement), then, subject to Mr.

Pham’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Mr.

Pham would have been entitled to receive (i) a prorated bonus, if any, that Mr.

Pham would have earned for the period in which the termination date occurs (or if greater, the period in which the change in control occurs) and (ii) monthly reimbursement of COBRA premiums (less active employee rates) for 18 months following the date of his termination (or, if earlier, until the date Mr.

Pham becomes eligible for substantially similar coverage from another employer or other source).

The Old Pham Employment Agreement also contained customary perpetual confidentiality and non-disparagement covenants, as well as, for a period of twelve (12) months following termination of Mr.

Pham’s employment with Strive, a non-compete covenant and a covenant not to solicit customers, and, for a period of twenty-four (24) months following termination of Mr.

Pham’s employment with Strive, a covenant not to solicit employees.

Executive Employment Agreements Following the Asset Entities Merger

On September 15, 2025, Strive entered into Executive Employment Agreements (each, a “New Employment Agreement,” and together, the “New Employment Agreements”) with each NEO as described below.

Position and Term

Pursuant to the terms of the New Employment Agreements, Mr.

Cole serves as the Company’s Chief Executive Officer, Mr.

Pham serves as the Company’s Chief Financial Officer and Mr.

Beirne serves as the Company’s Chief Legal Officer.

The term of each of the NEOs’ employment commenced on September 12, 2025, and will be of an indefinite duration and may be terminated by either Strive or the NEO for any reason upon 30 days’ prior written notice.

Cole’s New Employment Agreement provides for an annual base salary of $800,000 and an annual performance-based bonus with a target of 200% of base salary, subject to achievement of performance metrics to be determined by the board of directors in consultation with Mr.

Cole’s New Employment Agreement also provides that Mr.

Cole may participate in the Pre-ASST Transaction Plan (together with any successor stockholder approved plan, the “Equity Incentive Plan”) subject to the terms of such plan, as determined by the board of directors in its sole discretion.

Additionally, Mr.

Cole’s New Employment Agreement provides (i) for a one-time transaction bonus in connection with the closing of the Asset Entities Merger, in an amount equal to $2,000,000 and (ii) subject to the applicable approvals (including stockholder approval of the applicable action with respect to the Equity Incentive Plan) and Mr.

Cole’s continued employment through Strive’s next annual stockholders meeting, for the grant of time-vesting restricted stock units with a value of $17,000,000, with the number of shares underlying the restricted stock unit award to be determined based on the average closing price of Strive Common Stock for the six month period beginning the day after the closing of

the Asset Entities Merger (the “Future CEO Grant”), with the Future CEO Grant to vest in five substantially equal installments on each of the first five anniversaries of the closing of the Asset Entities Merger, subject to Mr.

Cole’s continued employment through each vesting date;

provided that the vesting will be accelerated upon a Change in Control (as defined in the Equity Incentive Plan) or a termination of Mr.

Cole’s employment by Strive without Cause, by Mr.

Cole with Good Reason or due to death or Disability (each such term as defined in Mr.

Cole’s New Employment Agreement).

Pham’s New Employment Agreement and Mr.

Beirne’s New Employment Agreement provide for an annual base salary of $500,000 and an annual performance-based bonus with a target of 100% of base salary, subject to achievement of performance metrics to be determined by the board of directors in consultation with Mr.

Pham’s New Employment Agreement and Mr.

Beirne’s New Employment Agreement also provide that Messrs.

Pham and Beirne may participate in the Equity Incentive Plan, subject to the terms of such plan, as determined by the board of directors in its sole discretion.

Each of the NEOs are also entitled to participate in Strive’s employee benefit plans, perquisites and vacation scheme as are made generally available from time to time to executives of Strive.

Strive shall also reimburse each of the NEOs for all reasonable and necessary business, entertainment and travel expenses incurred in the performance of their respective job duties.

In addition, Strive will provide each of the NEOs with life insurance policy naming each of the NEO’s respective designated beneficiary or beneficiaries as the sole beneficiary or beneficiaries (which, for Mr.

Cole, will provide for a death benefit of no less than $4,800,000).

Cole’s New Employment Agreement also provides that Strive will provide him with appropriate security services at a maximum annual amount of $250,000 per year, subject to review by the board of directors for potential increase.

Payment in Connection with Termination of Employment

For a description of payments and benefits payable to the NEOs pursuant to the New Employment Agreements in connection with termination of their employment, see the section entitled “Potential Payments Upon Termination or Change in Control” below.

Potential Payments Upon Termination or Change in Control

Where a NEO’s employment is terminated by Strive for Cause (as defined in the Employment Agreements), or by the NEO voluntarily without Good Reason (as defined in the Employment Agreements), Strive shall pay to the terminating NEO any accrued but unpaid base salary and accrued but unused vacation, unreimbursed business expenses properly incurred by the NEO and employee benefits (including equity compensation), if any, to which the NEO may be entitled under Strive’s employee benefit plans as of the date of termination of employment (collectively, the “Accrued Amounts”).

If a NEO’s employment is terminated on account of the NEO’s death or Disability (as defined in the Employment Agreements), Strive shall pay to the NEO the Accrued Amounts and, subject to the NEO’s (or, if applicable, NEO’s estate or beneficiaries) timely execution and non-revocation execution of a release of claims in favor of Strive (the “Release”), (i) a prorata portion of the NEO’s bonus for the year in which termination of employment occurs based on actual achievement of the applicable performance goals during the year of termination of employment (the “Prorata Bonus”), (ii) full vesting of all equity awards that vest solely based on continued service with Strive (the “Service-Based Equity Acceleration”), (iii) vesting of all equity awards that vest based on the attainment of performance goals based on actual performance for any open performance periods (the “Performance-Based Equity Acceleration”), (iv) the NEO’s estate and/or beneficiaries elects continued health benefits coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimbursement of the cost of the premiums for such coverage for the NEO’s dependents for (x) in the case of NEO’s death, 36 months following the NEO’s death and (y) in the case of NEO’s Disability, 24 months following the date on which NEO’s employment terminated due to Disability and (iv) continued indemnification under Strive’s director and officer’s liability insurance for a period of six years following the termination date (the “D&O Coverage Continuation”).

If a NEO’s employment with Strive terminates due to the NEO’s Disability resulting from an intentional violent act of a third party targeting the NEO, subject to the NEO’s (or, if applicable, the NEO’s estate or beneficiaries) timely execution and non-revocation of the Release, the NEO will receive an additional payment equal to one times (or, in the case of Mr.

Cole, one and a half times) base salary and the NEO’s target annual bonus.

If a NEO’s employment is terminated by Strive without Cause, or by the NEO for Good Reason, Strive shall pay the terminating NEO the Accrued Amounts, and, subject to the timely execution and non-revocation of the Release, the NEO will also be entitled to receive:

(i) a lump sum payment in an amount equal to (x) for Mr.

Cole, two times the sum of Mr.

Cole’s base salary and target annual bonus for the year in which the termination date occurs and (y) for Messrs.

Pham and Beirne, one times the sum of their respective base salary and target annual bonus for the year in which the termination date occurs, (ii) the Prorata Bonus, (iii) a payment equal to any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the termination date that will be paid on the same date as payments for annual bonuses

are made to similarly situated NEOs (the “Prior Year Bonus”), (iv) the Service-Based Equity Acceleration, (v) the Performance-Based Equity Acceleration and (vi) if the NEO elects continued health benefits coverage under COBRA, reimbursement of the cost of the premiums for such coverage for the NEO and their dependents (x) for Mr.

Cole, for 24 months following Mr.

Cole’s termination of employment and (y) for Messrs.

Pham and Beirne, for 12 months following their respective termination.

If a NEO’s employment is terminated by Strive without Cause, or by the NEO for Good Reason, in each case within 24 months immediately following a Change in Control, Strive shall pay to the terminating NEO the Accrued Amounts, and subject to the timely execution and non-revocation of the Release, the NEO will be entitled to receive:

(i) a lump sum payment in an amount equal to (x) for Mr.

Cole, three times the sum of Mr.

Cole’s base salary and target annual bonus for the year in which the termination date occurs and (y) for Messrs.

Pham and Beirne, two times the sum of their respective base salary and target annual bonus for the year in which the termination date occurs, (ii) the Prior Year Bonus, (iii) the Prorata Bonus, (iv) the Service-Based Equity Acceleration, (v) vesting of all equity awards that vest based on the attainment of performance goals at the greater of target and actual performance for any open performance periods and (vi) if the NEO elects continued health benefits coverage under COBRA, reimbursement of the cost of the premiums for such coverage for the NEO and their dependents (x) for Mr.

Cole, for 36 months following Mr.

Cole’s termination of employment and (y) for Messrs.

Pham and Beirne, for 24 months following their respective termination.

DIRECTOR COMPENSATION

The directors

of the Company were compensated for services as directors during the fiscal year ended December 31, 2024 as follows:

Incentive Plan

David Reynolds

Brian Regli (3)

(1) On February 7, 2023, each of Richard A.

Burton, John A.

Jack II, Scott K.

McDonald, and Brian Regli was

granted 1,800 shares of Class B Common Stock, subject to vesting as to one-fourth of the granted shares in each of the first, second,

third, and fourth calendar quarters following the grant date.

On November 11, 2024, each of Mr.

Jack, and Mr.

granted 8,200 shares of Class B Common Stock, subject to vesting as to one-fourth of the granted shares on each of the grant date, the

three-month anniversary of the grant date, the six-month anniversary of the grant date, and the nine-month anniversary of the grant date.

The aggregate grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described

in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report.

All of the granted shares remained

outstanding as of December 31, 2024.

(2) On May 15, 2024, David Reynolds was granted 1,800 shares of Class B Common Stock, subject to vesting as

to 450 shares of Class B Common Stock in each of the first, second, third, and fourth calendar quarters following the grant date, subject

to vesting as to one-fourth of the granted shares in each of the first, second, third, and fourth calendar quarters following the grant

On November 11, 2024, Mr.

Reynolds was granted 1,200 shares of Class B Common Stock, subject to vesting as to one-fourth of the

granted shares on each of the grant date, the three-month anniversary of the grant date, the six-month anniversary of the grant date,

and the nine-month anniversary of the grant date.

On December 27, 2024, Mr.

Reynolds was granted 2,000 shares of Class B Common Stock.

The aggregate grant date fair value of these awards was computed in accordance with FASB ASC Topic 718 based on the assumptions described

in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report.

All of the granted shares remained

outstanding as of December 31, 2024.

(3) Brian Regli was a director of the Company from February 2, 2023 to May 16, 2024.

Additional Narrative Disclosure

Each of the Company’s independent directors

have entered into an Independent Director Agreement with the Company (each, an “Independent Director Agreement”).

Independent Director Agreement, each independent director will receive an annual cash fee and an initial award of restricted Class B Common

We will pay the annual cash compensation fee to each independent director in four equal installments no later than the fifth business

day of each calendar quarter commencing in the quarter following the date of the director’s appointment.

The cash fee to be paid

to each independent director will be $40,000 per year in cash, plus $9,000 per year for as long as the director serves as a chairman of

a committee of the board.

In addition, under each Independent Director Agreement, 1,800 restricted shares of Class B Common Stock were

awarded to each independent director following each director’s appointment.

The restricted stock vests in four (4) equal quarterly

installments commencing in the quarter following the date of grant.

We will also reimburse each independent director for pre-approved

reasonable business-related expenses incurred in good faith in connection with the performance of the director’s duties for us.

As also required under each Independent Director Agreement, we have separately entered into a standard indemnification agreement with

each of our directors.

Indemnification Agreements and Directors and

Officers Liability Insurance

We have entered into a standard indemnification

agreement with each of our executive officers and directors.

We have also obtained

standard policies of insurance under which coverage is provided (a) to our directors and executive officers

against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments which

we may make to such executive officers and directors pursuant to the indemnification

agreements referred to above , the Articles of Incorporation and the Bylaws, or

otherwise as a matter of law.

Asset Entities Inc.

2022 Equity Incentive Plan

On May 2, 2022, the board of directors approved,

and our majority stockholders ratified, the Asset Entities Inc.

2022 Equity Incentive Plan (the “Plan”).

The purpose of the

Plan is to advance our interests and the interests of our stockholders by providing an incentive to attract, retain and reward persons

performing services for us and by motivating such persons to contribute to our growth and profitability.

The maximum number of shares

of Class B Common Stock that may be issued pursuant to awards granted under the Plan is 550,000 shares.

Cancelled and forfeited stock

options and stock awards may again become available for grant under the Plan.

However, shares tendered in payment of an option, delivered

or withheld by the Company to satisfy any tax withholding obligation, or covered by a stock-settled stock appreciation right or other

awards that were not issued upon the settlement of the award will not again become available for grant under the Plan.

As of March 31, 2025, we have granted awards for

a total of 550,000 shares of Class B Common Stock under the Plan and we have not granted any stock options under the Plan.

31, 2025, there are no shares remaining available for issuance under the Plan.

We intend that awards granted under the Plan be exempt

from or comply with Section 409A of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”) (including any amendments

or replacements of such section), and the Plan shall be so construed.

Summary of Principal Features of the Plan

Awards that may be granted under the Plan include:

(a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards,

(e) Performance Share Awards, and (f) Performance Compensation Awards, each as defined by the Plan.

These awards offer our officers,

employees, consultants and directors the possibility of future value, depending on the long-term price appreciation of the Class

B Common Stock and the award holder’s continuing service with the Company.

Stock options give the option holder the right

to acquire from us a designated number of shares of Class B Common Stock at a purchase price that is fixed upon the grant of the option.

The exercise price generally will not be less than the market price of the Class B Common Stock on the date of grant.

Stock options granted

may be either Incentive Stock Options or Non-qualified Stock Options.

Stock Appreciation Rights, or SARs, may be granted

alone or in tandem with options, and have an economic value similar to that of options.

When a SAR for a particular number of shares is

exercised, the holder receives a payment equal to the difference between the fair market value of the shares on the date of exercise and

the exercise price of the shares under the SAR.

The exercise price for SARs is normally the market price of the shares on the date the

SAR is granted.

Under the Plan, holders of SARs may receive this payment — the appreciation value — either in cash

or shares of Class B Common Stock valued at the fair market value on the date of exercise.

The form of payment will be determined by the

administrator.

Restricted Awards are awards of shares of Class

B Common Stock or rights to shares of Class B Common Stock to participants at no cost.

Restricted Stock (as defined by the Plan) represents

issued and outstanding shares of Class B Common Stock which may be subject to vesting criteria under the terms of the award within the

discretion of the administrator.

Restricted Stock Units (as defined by the Plan) represent the right to receive shares of Class B Common

Stock which may be subject to satisfaction of vesting criteria under the terms of the award within the discretion of the administrator.

Restricted Stock and the rights under Restricted Stock Units are forfeitable and non-transferable until they vest.

The vesting date

or dates and other conditions for vesting are established when the shares are awarded.

The Plan also provides for Performance Compensation

Awards, representing the right to receive a payment, which may be in the form of cash, shares of Class B Common Stock, or a combination,

based on the attainment of pre-established goals.

Principal Features of the Plan

Purposes of the Plan:

of the Plan are (a) to enable the Company and any affiliate company to attract and retain the types of employees, consultants and directors

who will contribute to the Company’s long-term success;

(b) provide incentives that align the interests of employees, consultants

and directors with those of the stockholders of the Company;

and (c) promote the success of the Company’s business.

Administration of the Plan:

Plan is administered by the Compensation Committee.

In this summary, we refer to the Compensation Committee as the administrator.

other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number

of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of

The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.

Eligible Recipients:

Persons eligible

to receive awards under the Plan are employees (including officers or directors who are also treated as employees);

consultants, i.e.,

individuals engaged to provide consulting or advisory services to the Company;

and directors.

Shares Available Under the Plan:

The maximum number of shares of our Class B Common Stock that may be delivered to participants under the Plan is 550,000, subject to adjustment

for certain corporate changes affecting the shares, such as stock splits.

Shares subject to an award under the Plan which is canceled,

forfeited or expires again become available for grants under the Plan.

However, shares tendered in payment of an option, delivered or

withheld by the Company to satisfy any tax withholding obligation, or covered by a stock-settled SAR or other awards that were not issued

upon the settlement of the award will not again become available for grant under the Plan.

Stock Options:

Subject to the provisions

of the Plan, the administrator has the authority to determine all grants of stock options.

That determination will include:

number of shares subject to any option;

(ii) the exercise price per share;

(iii) the expiration date of the option;

manner, time and date of permitted exercise;

(v) other restrictions, if any, on the option or the shares underlying the option;

(vi) any other terms and conditions as the administrator may determine.

Option Price .

The exercise price for stock

options will be determined at the time of grant.

Normally, the exercise price will not be less than the fair market value on the date

As a matter of tax law, the exercise price for any Incentive Stock Option awarded may not be less than the fair market value

of the shares on the date of grant.

However, Incentive Stock Option grants to any person owning more than 10% of our voting stock must

have an exercise price of not less than 110% of the fair market value on the grant date.

Exercise of Options.

An option may be exercised

only in accordance with the terms and conditions of the option agreement as established by the administrator at the time of the grant.

The option must be exercised by notice to us, accompanied by payment of the exercise price.

Payments may be made in cash or, at the option

of the administrator, by actual or constructive delivery of shares of Class B Common Stock based upon the fair market value of the shares

on the date of exercise.

Expiration or Termination.

not previously exercised, will expire on the expiration date established by the administrator at the time of grant.

In the case of Incentive

Stock Options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock, such term

cannot exceed five years.

Options will terminate before their expiration date if the holder’s service with the Company or an affiliate

company terminates before the expiration date.

The option may remain exercisable for specified periods after certain terminations of employment,

including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised

to be established by the administrator and reflected in the grant evidencing the award.

Incentive Stock Options and Non-Qualified

Stock Options.

As described elsewhere in this summary, an Incentive Stock Option is an option that is intended to qualify

under certain provisions of the Code, for more favorable tax treatment than applies to Non-qualified Stock Options.

Only employees

may be granted Incentive Stock Options.

Any option that does not qualify as an Incentive Stock Option will be a Non-qualified Stock

Under the Code, certain restrictions apply to Incentive Stock Options.

For example, the exercise price for Incentive Stock Options

may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years.

an Incentive Stock Option may not be transferred, other than by will or the laws of descent and distribution, and is exercisable during

the holder’s lifetime only by the holder.

In addition, no Incentive Stock Option may be granted to a holder that is first exercisable

in a single year if that option, together with all Incentive Stock Options previously granted to the holder that also first become exercisable

in that year, relate to shares having an aggregate market value in excess of $100,000, measured at the grant date.

Appreciation Rights:

Awards of SARs may be granted alone or in tandem with stock options.

SARs provide the holder with the

right, upon exercise, to receive a payment, in cash or shares of stock, having a value equal to the excess of the fair market value

on the exercise date of the shares covered by the award over the exercise price of those shares.

Essentially, a holder of a SAR

benefits when the market price of the Class B Common Stock increases, to the same extent that the holder of an option does, but,

unlike an option holder, the SAR holder need not pay an exercise price upon exercise of the award.

Restricted Stock .

Restricted Stock

is a grant of shares of Class B Common Stock.

These awards may be subject to such vesting conditions, restrictions and contingencies as

the administrator shall determine at the date of grant.

Those may include requirements for continuous service and/or the achievement of

specified performance goals.

Restricted Stock is forfeitable and generally non-transferable until it vests.

The vesting date or dates

and other conditions for vesting are established when the shares are awarded.

The administrator may remove any vesting or other restrictions

from Restricted Stock whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising

after the date of grant, such action is appropriate.

Holders of Restricted Stock otherwise generally have the rights of stockholders of

the Company, including voting and dividend rights, to the same extent as other stockholders of the Company.

Restricted Stock Units .

Stock Unit is a right to receive stock on a future date, at which time the Restricted Stock Unit will be settled and the stock to which

it granted rights will be issued to the Restricted Stock Unit holder.

These awards may be subject to such vesting conditions, restrictions

and contingencies as the administrator shall determine at the date of grant.

Restricted Stock Units are forfeitable and generally non-transferable until

The administrator may remove any vesting or other restrictions from a Restricted Stock Unit whenever it may determine that,

by reason of changes in applicable laws or other changes in circumstances arising after the date of grant, such action is appropriate.

A Restricted Stock Unit holder has no rights as a stockholder.

The administrator may exercise discretion to credit a Restricted Stock

Unit with cash and stock dividends, with or without interest, and distribute such credited amounts upon settlement of a Restricted Stock

Unit, and if the Restricted Stock Unit is forfeited, such dividend equivalents will also be forfeited.

Performance Share Awards and Performance

Compensation Awards:

The administrator may grant Performance Share Awards and Performance Compensation

A Performance Share Award means the grant of a right to receive a number of actual shares of Class B Common Stock or share units

based upon the performance of the Company during a performance period, as determined by the administrator.

The administrator may determine

the number of shares subject to the Performance Share Award, the performance period, the conditions to be satisfied to earn an award,

and the other terms, conditions and restrictions of the award.

No payout of a Performance Share Award will be made except upon written

certification by the administrator that the minimum threshold performance goal(s) have been achieved.

The administrator may also designate any of the

other awards described above as a Performance Compensation Award (other than stock options and SARs granted with an exercise price equal

to or greater than the fair market value per share of Class B Common Stock on the grant date).

In addition, the administrator shall have

the authority to make an award of a cash bonus to any participant and designate such award as a Performance Compensation Award.

The participant

must be employed by the Company on the last day of the performance period to be eligible for payment in respect of a Performance Compensation

Award unless otherwise provided in the applicable award agreement.

A Performance Compensation Award will be paid only to the extent that

the administrator certifies in writing whether and the extent to which the applicable performance goals for the performance period have

been achieved and the applicable performance formula determines that the Performance Compensation Award has been earned.

A performance

formula means, for a performance period, one or more objective formulas applied against the relevant performance goal to determine, with

regard to the Performance Compensation Award of a particular participant, whether all, some portion but less than all, or none of the

Performance Compensation Award has been earned for the performance period.

The administrator will not have the discretion to grant or

provide payment in respect of a Performance Compensation Award for a performance period if the performance goals for such performance

period have not been attained.

The administrator will establish performance goals

for each Performance Compensation Award based upon the performance criteria that it has selected.

The performance criteria shall be based

on the attainment of specific levels of performance of the Company and may include the following:

(a) net earnings or net income (before

or after taxes);

(b) basic or diluted earnings per share (before or after taxes);

(d) gross revenue;

(e) gross profit or gross profit growth;

(f) net operating profit (before or after taxes);

(g) return on assets, capital, invested capital,

equity, or sales;

(h) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);

(i) earnings before or after taxes, interest, depreciation and/or amortization;

(j) gross or operating margins;

(k) improvements in capital

(l) budget and expense management;

(m) productivity ratios;

(n) economic value added or other value added measurements;

share price (including, but not limited to, growth measures and total stockholder return);

(p) expense targets;

(r) operating

(s) working capital targets;

(t) enterprise value;

(u) safety record;

(v) completion of acquisitions or business expansion;

(w) achieving research and development goals and milestones;

(x) achieving product commercialization goals;

and (y) other criteria as

may be set by the administrator from time to time.

The administrator will also determine the performance

period for the achievement of the performance goals under a Performance Compensation Award.

At any time during the first 90 days of a

performance period (or such longer or shorter time period as the administrator shall determine) or at any time thereafter, in its sole

and absolute discretion, to adjust or modify the calculation of a performance goal for such performance period in order to prevent the

dilution or enlargement of the rights of participants based on the following events:

(a) asset write-downs;

(b) litigation or claim judgments

or settlements;

(c) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results;

(d) any reorganization and restructuring programs;

(e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion

30 (or any successor or pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results

of operations appearing in the Company’s annual report to stockholders for the applicable year;

(f) acquisitions or divestitures;

(g) any other specific unusual or nonrecurring events, or objectively determinable category thereof;

(h) foreign exchange gains and losses;

and (i) a change in the Company’s fiscal year.

Any one or more of the performance criteria may

be used on an absolute or relative basis to measure the performance of our company, as the administrator may deem appropriate, or as compared

to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate.

In determining the actual size of an individual

Performance Compensation Award, the administrator may reduce or eliminate the amount of the award through the use of negative discretion

if, in its sole judgment, such reduction or elimination is appropriate.

The administrator shall not have the discretion to (i) grant

or provide payment in respect of Performance Compensation Awards if the performance goals have not been attained or (ii) increase

a Performance Compensation Award above the maximum amount payable under the Plan.

Other Material Provisions:

will be evidenced by a written agreement, in such form as may be approved by the administrator.

In the event of various changes to the

capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be

made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards.

The administrator

generally has the power to accelerate the exercise or vesting period of an award.

The administrator is also permitted to include in the

written agreement provisions that provide for certain changes in the award in the event of a change of control of our company, including

acceleration of vesting or payment of the value of the award in cash or stock.

Except as otherwise determined by the administrator at

the date of grant, awards will generally not be transferable, other than by will or the laws of descent and distribution.

award distribution, to the extent provided by the terms of an award agreement and subject to the discretion of the administrator, a participant

may satisfy any employee withholding tax requirements relating to the exercise or acquisition of Class B Common Stock under an award by

tendering a cash payment authorizing the Company to withhold shares of Class B Common Stock otherwise issuable to the participant as a

result of the exercise or acquisition of Class B Common Stock under the award (in addition to the Company’s right to withhold from

any compensation paid to the participant by the Company).

The board of directors has the authority, at any time, to discontinue the granting

The board also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further

grants, provided that no amendment to the Plan will be made, without the approval of our stockholders, to the extent that such approval

is required by law or the rules of an applicable securities exchange, or such alteration or amendment would change the number of shares

available under the Plan or change the persons eligible for awards under the Plan.

No amendment to an outstanding award made under the

Plan that would adversely affect the award may be made without the consent of the holder of such award.

Clawback Policy

On November 10, 2023, our board of directors adopted

a Clawback Policy in accordance with applicable Nasdaq rules (the “Clawback Policy”).

The Clawback Policy provides that we

will recover reasonably promptly the amount of erroneously awarded incentive-based compensation to any current or former executive officers

in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any

financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously

issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement

if the error were corrected in the current period or left uncorrected in the current period.

A copy of the Clawback Policy has been filed

as Exhibit 97.1 to this report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information

with respect to the beneficial ownership of our voting securities as of close of business on March 25, 2025, for:

(i) each of our named

executive officers and directors;

(ii) all of our executive officers and directors as a group;

and (iii) each other stockholder known

by us to be the beneficial owner of more than 5% of any class of our voting securities.

Beneficial ownership is determined in accordance

with the rules of the SEC and generally includes voting or investment power with respect to securities.

Under those rules, beneficial

ownership includes any shares as to which a person has sole or shared voting power or investment power, and also any shares which the

person has the right to acquire within 60 days of March 25, 2025, through the exercise or conversion of any stock option, convertible

security, warrant or other right.

Except as set forth below, each of the beneficial owners listed below has direct ownership of and sole

voting power and investment power with respect to the shares of our voting securities.

Unless otherwise indicated, the address of each

beneficial owner listed in the table below is c/o our company, Asset Entities Inc., 100 Crescent Court, 7 th Floor, Dallas,

Stock (%) (1)

Stock (%) (2)

Power (3) (%)

The following director compensation disclosures provide compensation information relating to the non-employee directors of both Strive, Inc.

and Asset Entities in respect of the fiscal year ended December 31, 2025.

In light of the Asset Entities Merger which was consummated on September 12, 2025 (the “Closing Date”), the Company is providing compensation information of both the Asset Entities’ non-employee directors and Strive, Inc.’s non-employee directors.

Compensation of Strive’s Directors

In connection with the Asset Entities Merger, Strive entered into director appointment letters with each of its non-employee directors (the “Strive Director Appointment Letters”), which provide for an annual cash retainer of $100,000.

In addition, pursuant to the Strive Director Appointment Letters, each non-employee director who serves on the audit committee, compensation committee or nominating committee of the board of directors are eligible for an additional annual cash retainer for their service on a committee as follows:

(i) $30,000 for service as the audit committee chair and $15,000 for service as an audit committee member, (ii) $20,000 for service as the nominating and corporate governance committee chair and $10,000 for service as a nominating and corporate governance committee member, and (iii) $25,000 for service as the compensation committee chair and $12,500 for service as a compensation committee member.

On November 13, 2025, pursuant to the Strive Director Appointment Letters, each non-employee director was granted an initial equity award of 296,296 New Strive RSUs under the Pre-ASST Transaction Plan, which will vest on the first anniversary of the date on which the non-employee director is appointed as a director of the board of directors, subject to the non-employee director’s continued service through that date.

For each year following 2025, under the Strive Director Appointment Letters, each non-employee director will receive an annual equity award of restricted stock units under the Pre-ASST Transaction Plan (or any successor stockholder approved plan) with a grant date fair market value of $200,000, determined as of the date of Strive’s annual meeting for the applicable year.

Compensation of Asset Entities’ Directors

Prior to the Closing of the Asset Entities Merger, each of the non-employee directors of Asset Entities had entered into an Independent Director Agreement with Asset Entities (each, an “Independent Director Agreement”).

Under each Independent Director Agreement, each non-employee director was eligible to receive an annual cash fee and an initial award of restricted Asset Entities Class B Common Stock.

Asset Entities was to pay the annual cash compensation fee to each non-employee director in four equal installments no later than the fifth business day of each calendar quarter commencing in the quarter following the date of the director’s appointment.

The cash fee to be paid to each independent director was to be $40,000 per year in cash, plus $9,000 per year for as long as the director serves as a chairman of a committee of the Asset Entities Board of Directors.

In addition, under each Independent Director Agreement, 1,800 restricted shares of Asset Entities Class B Common Stock were awarded to each non-employee director following each director’s appointment.

The restricted stock would have vested in four equal quarterly installments commencing in the quarter following the date of grant.

Asset Entities was also to reimburse each independent director for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance of the director’s duties for Asset Entities.

As also required under each Independent Director Agreement, Asset Entities had separately entered into a standard indemnification agreement with each director.

DIRECTOR COMPENSATION TABLE

The following table sets forth compensation paid to or earned by the individuals who served as non-employee directors of the Company or as directors of Asset Entities during 2025.

On September 22, 2025, the Company and Semler Scientific, Inc.

(“Semler Scientific”) entered into an Agreement and Plan of Merger (as amended on December 3, 2025, the “Merger Agreement”), that provides for the combination of the two companies whereby Strive Merger Sub, Inc.

(“Merger Sub”) will merge with and into Semler Scientific with Semler Scientific as the surviving corporation of the Merger (the “Semler Scientific Merger”).

In connection with the Semler Scientific Merger, which was consummated on January 16, 2026, Mr.

Semler was appointed to the board of directors as of January 16, 2026.

Semler is not included in the following table as he was not a director of the Company or Asset Entities during 2025.

Name Fees Earned or Paid in Cash ($) Stock Awards ($) Total ($)

Avik Roy 46,667 (1)

Pierre Rochard 44,479 (1)

Shirish Jajodia 29,167 (1)

Lavish 32,917 (1)

Macey 31,667 (1)

Mahesh Ramakrishnan 32,292 (1)

Arshia Sarkhani (3)

Chief Executive Officer, President and Director

547,917 6,288,883 6,836,800

Kyle Fairbanks (4)

Chief Marketing Officer, Executive Vice-Chairman and Director

306,250 1,572,221 1,878,471

Michael Gaubert (5)

Executive Chairman and Director

745,000 — 745,000

Burton 25,000 (6)

Jack II 25,000 (6)

McDonald 25,000 (6)

David Reynolds 25,000 (6)

All directors and executive officers as a group (10 persons)

Asset Entities Holdings, LLC (11)

* A percentage of shares beneficially owned by a director of the

Company that does not exceed one percent of the outstanding shares of common stock as of March 25, 2025.

(1) Based on 1,000,000 shares of Class A Common Stock issued and outstanding as of March 25, 2025.

(2) Based on 13,413,162 shares of Class B Common Stock issued and outstanding as of March 25, 2025.

(3) Shares of Class A Common Stock are entitled to ten votes for each share of Class A Common Stock.

of Class B Common Stock are entitled to one vote for each share of Class B Common Stock.

Based a total of 24,083,882 outstanding votes

as of March 25, 2025, consisting of 13,413,162 votes of the Class B Common Stock, 10,000,000 votes of the Class A Common Stock, and 670,720

votes of Series A Preferred Stock on an as-converted basis.

(4) Consists of 1,000,000 shares of Class A Common Stock held by AEH.

Arshia Sarkhani is a manager, officer

and owner of AEH.

(5) Consists of (i) 39,921 shares of Class B Common Stock and (ii) 250,000 shares of Class B Common Stock

Arshia Sarkhani is a manager, officer and owner of AEH.

(6) Consists of 1,000,000 shares of Class A Common Stock held by AEH.

Kyle Fairbanks is a manager, officer

and owner of AEH.

(7) Consists of (i) 36,667 shares of Class B Common Stock and (ii) 250,000 shares of Class B Common Stock

Arshia Sarkhani is a manager, officer and owner of AEH.

Kyle Fairbanks is a manager, officer and owner of AEH.

(8) Consists of 1,000,000 shares of Class A Common Stock held by AEH.

Michael Gaubert is an officer and indirect

owner of AEH.

(9) Consists of (i) 50,567 shares of Class B Common Stock and (ii) 250,000 shares of Class B Common Stock

Michael Gaubert is an officer and indirect owner of AEH.

(10) Consists of 1,000,000 shares of Class A Common Stock held by AEH.

AEH’s managers, officers or other

beneficial owners are Arman Sarkhani, Arshia Sarkhani, Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert, of which

Arman Sarkhani, Arshia Sarkhani, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert are directors and executive officers of the Company.

(11) Asset Entities Holdings, LLC, or AEH, is a Texas limited liability company.

Arman Sarkhani, Arshia Sarkhani,

Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert are managers, officers, or beneficial owners of AEH.

is deemed to beneficially own the shares of Class A Common Stock owned by AEH and has shared voting and dispositive powers over its shares.

Changes in Control

There are no arrangements known to us, including

any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information

about the securities authorized for issuance under our incentive plans as of December 31, 2024.

securities to be

exercise price

of outstanding

of securities

remaining available

for future issuance

compensation plans

(excluding securities

reflected in column

Equity compensation

plans approved by security holders (1)

Equity compensation plans not approved by security

(1) On May 2, 2022, our board of directors approved, and our majority stockholders ratified, the Asset Entities

2022 Equity Incentive Plan.

The maximum number of shares of Class B Common Stock that may be issued pursuant to awards granted under

the Plan is 550,000 shares.

For a further description of the Plan, see Item 11.

“ Executive Compensation – 2022 Equity Incentive

As of December 31, 2024, no options, warrants or rights to securities were outstanding under the Plan, and 550,000 shares

of Class B Common Stock had been granted and were outstanding under the Plan.

Benjamin Werkman (7)

5,729 — 5,729

(1) Each non-employee director of Strive has entered into a Strive Director Appointment Letter, which provides for an annual cash retainer of $100,000.

The amounts reflected in this column reflect the actual amount of the annual cash retainer received by each non-employee director of Strive in 2025.

(2) On November 13, 2025, pursuant to the Strive Director Appointment Letters, each non-employee director of Strive was granted an initial equity award of 296,296 New Strive RSUs under the Pre-ASST Transaction Plan, which will vest on the first anniversary of the date on which the non-employee director is appointed as a director of the board of directors, subject to the non-employee director’s continued service through that date.

These amounts represent the aggregate grant date fair value of the New Strive RSUs granted to each of the non-employee directors of Strive under the Pre-ASST Transaction Plan and as described in further detail above.

The grant date fair value was calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to time-based vesting conditions.

Amounts reported do not reflect the actual economic value that may be realized by the applicable non-employee director.

(3) Prior to the Closing Date, Mr.

Sarkhani served as Chief Executive Officer and Director of Asset Entities.

Effective as of the Closing Date, Mr.

Sarkhani was appointed as Chief Marketing Officer and Director of Strive.

As an employee director, Mr.

Sarkhani did not earn any compensation with respect to his service as a director at either Strive or Asset Entities.

The amounts reported for Mr.

Sarkhani in this table reflect his compensation with respect to his employment with Asset Entities before the Closing Date and with Strive following such date.

In connection with his employment as Chief Executive Officer of Asset Entities, Mr.

Sarkhani was paid an annual base salary of $240,000 and a discretionary bonus of $275,000.

Sarkhani was not granted any stock awards with respect to Asset Entities common stock in 2025.

In connection with his employment as Chief Marketing Officer of Strive, Mr.

Sarkhani was paid an annual base salary of $350,000.

The amounts reported for the “Fees Earned or Paid in Cash” column reflect the actual amount of annual base salary received by Mr.

Sarkhani, prorated for his service with the respective company before and after the Closing Date.

In addition, on September 12, 2025, Mr.

Sarkhani was granted New Strive RSUs.

The grant date fair value of this award was calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to time-based vesting conditions or performance-based vesting conditions.

Amounts reported do not reflect the actual economic value that may be realized by the grantee.

(4) Prior to the Closing Date, Mr.

Fairbanks served as Executive Vice-Chairman, Chief Marketing Officer and Director of Asset Entities.

Effective as of the Closing Date, Mr.

Fairbanks was appointed as Director, Marketing of Strive.

As an employee director, Mr.

Fairbanks did not earn any compensation with respect to his service as a director at Asset Entities.

The amounts reported for Mr.

Fairbanks in this table reflect his compensation with respect to his employment with Asset Entities before the Closing Date and with Strive following such date.

In connection with his employment as Executive Vice-Chairman and Chief Marketing Officer of Asset Entities, Mr.

Fairbanks was paid an annual base salary of $240,000 and a discretionary bonus of $85,000.

Fairbanks was not granted any stock awards with respect to Asset Entities common stock in 2025.

In connection with his employment as Director, Marketing of Strive, Mr.

Fairbanks was paid an annual base salary of $150,000.

The amounts reported for the “Fees Earned or Paid in Cash” column reflect the actual amount of annual base salary received by Mr.

Fairbanks, prorated for his service with the respective company before and after the Closing Date.

In addition, on September 12, 2025, Mr.

Fairbanks was granted New Strive RSUs.

Amounts reported do not reflect the actual economic value that may be realized by the grantee.

(5) Prior to the Closing Date, Mr.

Gaubert served as Executive Chairman and Director of Asset Entities.

As an employee director, Mr.

Gaubert did not earn any compensation with respect to his service as a director at Asset Entities.

In connection with his employment as Executive Chairman of Asset Entities, Mr.

Gaubert was paid an annual base salary of $240,000 and a discretionary bonus of $325,000.

The amounts reported for the “Fees Earned or Paid in Cash” column reflect the actual amount of annual base salary received by Mr.

Gaubert, prorated for his service with Asset Entities before the Closing Date.

In addition, in connection with his resignation as Executive Chairman of Asset Entities, Mr.

Gaubert was paid a separation fee of $240,000 pursuant to the terms of his engagement letter with Asset Entities, dated March 27, 2025.

(6) Under each Independent Director Agreement, each non-employee director of Asset Entities was entitled to receive an annual cash fee of $40,000 per year.

The amounts reflected in this column reflect the actual amount of the annual cash fee received by each non-employee director of Asset Entities in 2025 for their service up to the closing of the Asset Entities Merger.

(7) On October 5, 2025, in connection with his appointment as Chief Investment Officer of the Company, Mr.

Werkman resigned from the board of directors, effective October 5, 2025.

The portion of annual cash retainer earned by Mr.

Werkman in connection with his service as a director in 2025 was $5,729.

Werkman did not receive any stock awards in connection with his service as a director in 2025.

Security and Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item has been included in our Proxy Statement for the 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 16, 2026, and is incorporated by reference herein.

Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

The following includes a summary of transactions

since the beginning of our 2023 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the

amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed

fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described

under Item 11.

“ Executive Compensation ” above).

We believe the terms obtained or consideration that we paid or received,

as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid

or received, as applicable, in arm’s-length transactions.

● On November 10, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase

Agreement”) with Ternary Inc., a Florida corporation (“Ternary FL”), Ternary Developments Inc., a Delaware corporation

(“Ternary DE”), OptionsSwing Inc., a Florida corporation (together with Ternary DE and Ternary FL, the “Sellers”),

and Jason Lee, the principal shareholder of each of the Sellers, pursuant to which the Company purchased from the Sellers all of Sellers’

right, title, and interest in and to substantially all of the assets and properties owned by Sellers and used in connection with the business

of Discord development, social media, online community management, marketing, B2B SaaS that offers sales, service, marketing, and analytics.

On the same date, the Company paid the Sellers $100,000 in cash and issued 60,000 shares of Class B Common Stock.

Lee received 35,400

shares of the Class B Common Stock, which will vest equally over two years on each six-month anniversary of the grant date.

Additionally,

Lee received $20,475 of the $100,000 cash payment.

Pursuant to the Asset Purchase Agreement, the Company agreed to assume certain

liabilities including accrued liabilities (other than taxes), customer deposits and accounts payable, the obligations, duties and liabilities

with respect to the contracts used in conducting or relating to the business of the Sellers and other specified assets, in each case only

to the extent arising from and after November 10, 2023.

These assumed liabilities also exclude any obligations arising from the Sellers’

breach or default before November 10, 2023.

As required under the Asset Purchase Agreement, on November 10, 2023, the Company entered

into employment agreements with Mr.

Lee and certain employees of the Sellers and an independent contractor agreement with one individual.

Under the Lee Agreement, Mr.

Lee was appointed the Chief Technology Officer of the Company commencing November 15, 2023 for

a two-year term unless terminated earlier by Mr.

Lee or by the Company for cause or by mutual agreement.

Lee will be paid a salary

of $100,000 per year and be eligible for standard employee benefits.

In connection with the Lee Agreement, Mr.

into an Employee Confidential Information and Inventions Assignment Agreement, which prohibits unauthorized use or disclosure of the Company’s

proprietary information, contains a general assignment of rights to inventions and intellectual property rights, and contains non-competition

provisions that apply during the term of employment, employee/contractor non-solicitation provisions that apply during the term of employment

and for one year after the term of employment, and non-disparagement provisions that apply during and after the term of employment.

Asset Purchase Agreement provides that during the time of employment of Mr.

Lee and two years after, Mr.

Lee and the Sellers will be subject

to non-competition and non-solicitation provisions.

The Company will also provide standard indemnification and directors’ and officers’

The Asset Purchase Agreement also contains mutual indemnification provisions with respect to breaches of representations and

warranties as well as to certain third-party claims, and indemnification by the Company of the Sellers and Mr.

Lee with respect to certain

damages with respect to the assumed liabilities and certain other liabilities asserted by a third party arising after November 10, 2023.

In the case of indemnification provided with respect to breaches of certain non-fundamental representations and warranties, the indemnifying

party will only become liable for indemnified losses to the extent that the amount exceeds an aggregate threshold of $25,000.

this threshold limitation does not apply to claims by the Company for breaches by the Sellers or Mr.

Lee of certain fundamental representations

and warranties.

In addition, the Company’s aggregate remedy with respect to any and all indemnifiable losses may in no event exceed

the purchase price of $100,000 in cash and 60,000 shares of Class B Common Stock.

● On February 22, 2024, the Company entered into a Cancellation and Exchange Agreement with each of AEH,

the holder of 1,677,055 shares of Class A Common Stock, GKDB AE Holdings, LLC, a Texas limited liability company (“GKDB”),

the holder of 603,953 units of membership interests in AEH representing approximately 13.2% ownership of AEH, and certain holders of an

aggregate of 308,073 units of membership interests in GKDB (the “2024 Former GKDB Holders”), representing approximately 51.0%

ownership in GKDB.

In accordance with these agreements, we and AEH agreed to convert 112,317 shares of AEH’s Class A Common Stock

into 112,317 shares of Class B Common Stock and transfer such shares to GKDB, in exchange for GKDB’s agreement to cancel and surrender

308,073 of GKDB’s 603,953 units of membership interests in AEH, representing the 2024 Former GKDB Holders’ approximately 51.0%

share of GKDB’s total ownership interest in AEH.

GKDB in turn agreed to the cancellation of 308,073 of its AEH units and transfer

of the 112,317 shares of Class B Common Stock to the 2024 Former GKDB Holders in proportion to their former ownership interests in GKDB,

in exchange for the 2024 Former GKDB Holders’ agreement to cancel and surrender all of their units of membership interests in GKDB.

The 112,317 shares of Class B Common Stock transferred to the 2024 Former GKDB Holders were derived from the 2024 Former GKDB Holders’

approximately 6.7% nominal indirect interest in AEH’s 1,677,055 shares of Class A Common Stock, which in turn was derived from the

2024 Former GKDB Holders’ approximately 51.0% ownership of GKDB and, in turn, their nominal indirect interest in 308,073 of GKDB’s

603,953 units, or approximately 13.2% ownership of AEH.

The 2024 Former GKDB Holders’ nominal indirect interest in AEH’s 1,677,055

shares of Class A Common Stock was therefore automatically converted into ownership of 112,317 shares of Class B Common Stock upon the

conversion and transfer of this number of Class A Common Stock that were held by AEH to the 2024 Former GKDB Holders.

Additionally, on

February 22, 2024, we entered into a Cancellation and Exchange Agreement with AEH and a holder of 160,000 units of membership interests

in AEH (the “2024 Former AEH Holder”), representing approximately 3.4% ownership in AEH.

In accordance with this agreement,

we and AEH agreed to convert 58,332 shares of AEH’s Class A Common Stock into 58,332 shares of Class B Common Stock and transfer

such shares to the 2024 Former AEH Holder in exchange for the 2024 Former AEH Holder’s agreement to cancel and surrender the 2024

Former AEH Holder’s 160,000 units of membership interests in AEH.

The 2024 Former AEH Holder’s nominal direct interest in

AEH’s 1,677,055 shares of Class A Common Stock was therefore automatically converted into ownership of 58,332 shares of Class B

Common Stock upon the conversion and transfer of this number of Class A Common Stock that were held by AEH to the 2024 Former AEH Holder.

These share transfers were recorded with the transfer agent as of February 26, 2024.

As a result of these transactions, AEH held 1,506,406

shares of Class A Common Stock, the 2024 Former GKDB Holders held a total of 112,317 shares of Class B Common Stock, and the 2024 Former

AEH Holder held 58,332 shares of Class B Common Stock.

Based on the closing price per share of $2.43 for the Company’s Class B Common

Stock on February 22, 2024, the total approximate dollar value of these transactions was $414,678;

the approximate dollar value of the

interest of Atticus Peppas in these transactions was $141,748;

the approximate dollar value of the interest of Aaron Edwards in these

transactions was $47,414;

the approximate dollar value of the interest of Brian Fox in these transactions was $47,414;

the approximate

dollar value of the interest of Derek Dunlop in these transactions was $59,567;

the approximate dollar value of the interest of Haeley

Benavides in these transactions was $71,121;

and the approximate dollar value of the interest of John Costacos in these transactions was

● Matthew Krueger, the Company’s Chief Financial Officer, Treasurer, and Secretary, received total

annual compensation from the Company of $220,163 in 2024, consisting of salary payments totaling $180,000, a cash bonus of $25,000, a

grant of 5,000 shares of Class B Common Stock with an aggregate grant date fair value of $2,329 computed in accordance with FASB ASC Topic

718 based on the assumptions described in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report,

and $12,864 in other compensation consisting of health insurance.

Krueger received total annual compensation from the Company of $693,486

in 2023, consisting of salary payments totaling $180,000, a bonus payment of $25,000, a grant of 39,600 shares of Class B Common Stock

subject to vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date

with an aggregate grant date fair value of $481,140 computed in accordance with FASB ASC Topic 718 based on the assumptions described

in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report, and $7,346 in other compensation consisting

of health insurance.

● Arman Sarkhani, the Company’s Chief Operating Officer, received total annual compensation from the

Company of $192,461 in 2024, consisting of salary payments totaling $150,000, a cash bonus of $25,000, a grant of 10,000 shares of Class

B Common Stock with an aggregate grant date fair value of $4,597 computed in accordance with FASB ASC Topic 718 based on the assumptions

described in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report, and $12,864 in other compensation

consisting of health insurance.

Sarkhani received total annual compensation from the Company of $546,769 in 2023, consisting of salary

payments totaling $133,333, a bonus payment of $10,000, a grant of 32,600 shares of Class B Common Stock subject to vesting as to approximately

one-third of the total granted shares on each of the first three anniversaries of the grant date with an aggregate grant date fair value

of $396,090 computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s financial

statements beginning on page F-1 of this Annual Report, and $7,346 in other compensation consisting of health insurance.

● On March 27, 2025, the Company entered into a letter agreement

between the Company and Arman Sarkhani, the Company’s Chief Operating Officer, dated as of March 27, 2025 (the “New Arman

Sarkhani Agreement”).

Under the New Arman Sarkhani Agreement, Mr.

Sarkhani will remain employed by the Company for a term that

will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual

written agreement.

For the period beginning on the day following the date of the termination of the Prior Arman Sarkhani Employment Agreement

and ending on April 1, 2027, the Company will pay Mr.

Sarkhani an annual salary of $150,000.

Pursuant to the New Arman Sarkhani Agreement,

the Company will also pay Mr.

Sarkhani a cash bonus of $10,000 on April 1, 2025.

Sarkhani will also be eligible to receive an annual

cash bonus as determined by the board or the Compensation Committee.

Subject to the approval by the Company’s stockholders

of an amendment to the Plan to increase the number of shares of Class B Common Stock available for grant under the Plan, and further

subject to the approval of the board or the Compensation Committee, Mr.

Sarkhani will be granted an award of shares of Class B Common

Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement

(the “Arman Sarkhani Award Agreement”).

The shares will vest equally over two years on each anniversary of the Arman Sarkhani

Award Agreement subject to Mr.

Sarkhani’s continuous service.

Upon a change of control of the Company, all of the shares will vest

The Arman Sarkhani Award Agreement will also contain non-competition and non-solicitation provisions.

Under the New Arman

Sarkhani Agreement, Mr.

Sarkhani will be eligible to participate in standard benefits plans offered to similarly-situated employees by

the Company from time to time, subject to plan terms and generally applicable Company policies.

The New Arman Sarkhani Agreement also

contains certain confidentiality provisions.

The Company may terminate Mr.

Sarkhani for “cause” as defined in the New Arman

Sarkhani Agreement.

If the Company terminates Mr.

Sarkhani without cause, the Company will be required to pay Mr.

Sarkhani a separation

fee of $150,000.

● Jason Lee, the Company’s Chief Technology Officer, received total annual compensation from the Company

of $116,667 in 2024, consisting of salary payments totaling $116,667.

Lee received total annual compensation from the Company of $77,459

in 2023, consisting of salary payments totaling $12,500 and a grant of 35,400 shares of Class B Common Stock subject to vesting as to

one-fourth of the total granted shares on each of the first four six-month anniversaries of the grant date with an aggregate grant date

fair value of $64,959 computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s

financial statements beginning on page F-1 of this Annual Report.

● Under the letter agreement between the Company and Jackson

Fairbanks, the Company’s Director of Socials and former Chief Marketing Officer, and a beneficial owner of more than 5% of our

Class B Common Stock, dated as of April 21, 2022 (the “Prior Jackson Fairbanks Agreement”), the term of the Prior Jackson

Fairbanks Agreement commenced as of the closing of the initial public offering on February 7, 2023, and terminated on February 7, 2025

in accordance with its terms.

During the term of the Prior Jackson Fairbanks Agreement, the Company paid Mr.

Fairbanks an annual salary

of $125,000 and an initial cash bonus of $10,000.

Fairbanks was eligible to receive an annual cash bonus as determined by the Company’s

board of directors.

Pursuant to the Prior Jackson Fairbanks Agreement, following the closing of the initial public offering, on February

7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Fairbanks granting restricted stock

under the Plan in the amount of 163,000 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.

Upon a change of control of the Company, all of the shares will vest immediately.

Under the Prior Jackson Fairbanks Agreement, Mr.

will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time,

subject to plan terms and generally applicable Company policies.

The Prior Jackson Fairbanks Agreement also contained certain confidentiality

● Jackson Fairbanks, the Company’s Director of Socials

and former Chief Marketing Officer, and a beneficial owner of more than 5% of our Class B Common Stock, received total annual compensation

from the Company of $142,461 in 2024, consisting of salary payments totaling $125,000, a grant of 10,000 shares of Class B Common Stock

with an aggregate grant date fair value of $4,658 computed in accordance with FASB ASC Topic 718 based on the assumptions described in

Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report, and $12,864 in other compensation consisting

of health insurance.

Fairbanks received total annual compensation from the Company of $538,436 in 2023, consisting of salary payments

totaling $125,000, a bonus payment of $10,000, a grant of 32,600 shares of Class B Common Stock subject to vesting as to approximately

one-third of the total granted shares on each of the first three anniversaries of the grant date with an aggregate grant date fair value

of $396,090 computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s financial

statements beginning on page F-1 of this Annual Report, and $7,346 in other compensation consisting of health insurance.

● On March 27, 2025, the Company entered into a letter agreement,

dated as of March 27, 2025, between the Company and Jackson Fairbanks, the Company’s Director of Socials and former Chief Marketing

Officer, and a beneficial owner of more than 5% of our Class B Common Stock (the “New Jackson Fairbanks Agreement”).

the New Jackson Fairbanks Agreement, Mr.

Fairbanks will remain employed by the Company for a term that will begin on April 1, 2025 and

will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual written agreement.

For the period

beginning on the day following the date of the termination of the Prior Jackson Fairbanks Agreement, and ending on April 1, 2027, the

Company will pay Mr.

Fairbanks an annual salary of $125,000.

Pursuant to the New Jackson Fairbanks Agreement, the Company will also pay

Fairbanks a cash bonus of $10,000 on April 1, 2025.

Fairbanks will also be eligible to receive an annual cash bonus as determined

by the board or the Compensation Committee.

Subject to the approval by the Company’s stockholders of an amendment to the

Plan to increase the number of shares of Class B Common Stock available for grant under the Plan, and further subject to the approval

of the board or the Compensation Committee, Mr.

Fairbanks will be granted an award of shares of Class B Common Stock under the Plan in

an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement (the “Fairbanks

Award Agreement”).

The shares will vest equally over two years on each anniversary of the Fairbanks Award Agreement subject to

Fairbanks’s continuous service.

Upon a change of control of the Company, all of the shares will vest immediately.

The Fairbanks

Award Agreement will also contain non-competition and non-solicitation provisions.

Under the New Jackson Fairbanks Agreement, Mr.

will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time,

subject to plan terms and generally applicable Company policies.

The New Jackson Fairbanks Agreement also contains certain confidentiality

The Company may terminate Mr.

Fairbanks for “cause” as defined in the New Jackson Fairbanks Agreement.

Company terminates Mr.

Krueger without cause, the Company will be required to pay Mr.

Fairbanks a separation fee of $125,000.

● Under the letter agreement between the Company and Derek

Dunlop, the Company’s former Chief Experience Officer, dated as of April 21, 2022 (the “Dunlop Agreement”), the term

of the Dunlop Agreement commenced as of the closing of the initial public offering on February 7, 2023, and had a term of two years unless

terminated earlier in accordance with its terms.

During the term of the Dunlop Agreement, the Company was required to pay Mr.

an annual salary of $220,000 and an initial cash bonus of $10,000.

Dunlop was eligible to receive an annual cash bonus as determined

by the Company’s board of directors.

Pursuant to the Dunlop Agreement, following the closing of the initial public offering, on

February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Dunlop granting restricted

stock under the Plan in the amount of 45,100 shares of Class B Common Stock subject to vesting as to approximately one-third of the total

granted shares on each of the first three anniversaries of the grant date.

Under the Dunlop Agreement, Mr.

Dunlop was eligible to participate

in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally

applicable Company policies.

The Dunlop Agreement also contained certain confidentiality provisions.

On September 30, 2024, Mr.

employment was terminated by the Company.

● Derek Dunlop, the Company’s former Chief Experience

Officer, received total annual compensation from the Company of $165,000 in 2024, consisting of salary payments totaling $165,000, and

$11,884 in other compensation consisting of health insurance.

Dunlop received total annual compensation from the Company of $785,311

in 2023, consisting of salary payments totaling $206,250, a bonus payment of $10,000, a grant of 45,100 shares of Class B Common Stock

subject to vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date

with an aggregate grant date fair value of $547,965 computed in accordance with FASB ASC Topic 718 based on the assumptions described

in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report, and $21,096 in other compensation

consisting of consulting fees and health insurance.

● The information under Item 9B.

“ Other Information

– New Executive Employment and Consulting Agreements ” is incorporated by reference herein.

Promoters and Certain Control Persons

Kyle Fairbanks, our co-founder, Executive

Vice-Chairman and Chief Marketing Officer, Mr.

Arshia Sarkhani, our co-founder, Chief Executive Officer and President, Mr.

Jackson Fairbanks,

our co-founder and Director of Socials, and Mr.

Arman Sarkhani, our co-founder and Chief Operating Officer, may be deemed a “promoter”

as defined by Rule 405 of the Securities Act.

For information regarding compensation, including items of value, that have been provided

or that may be provided to these individuals, please refer to “ Executive Compensation ” above.

Director Independence

Independent Directors

Nasdaq’s rules generally require that a

majority of an issuer’s board of directors consist of independent directors.

Our board of directors consists of seven directors,

four of whom are independent within the meaning of Nasdaq’s rules.

Committees of the Board of Directors

Audit Committee

Burton, John A.

Jack II, and Scott

McDonald, each of whom has been determined by the board of directors to satisfy the “independence” requirements of Rule 10A-3

under the Exchange Act and Nasdaq’s rules, serve on the Audit Committee, with Mr.

Burton serving as the chairman.

Our board has

determined that Mr.

Burton qualifies as an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K

promulgated by the SEC.

The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial

statements of the Company.

Compensation Committee

Burton, John A.

Jack II, and Scott

McDonald, each of whom satisfies the “independence” requirements of Rule 10C-1 under the Exchange Act and Nasdaq’s

rules, serve on the Compensation Committee, with Mr.

Jack serving as the chairman.

The members of the compensation committee are also

“non-employee directors” within the meaning of Section 16 of the Exchange Act.

The Compensation Committee assists the board

in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.

Nominating and Corporate Governance Committee

Jack II, Scott McDonald, and Richard A.

Burton, each of whom satisfies the “independence” requirements of Nasdaq’s rules, serve on our nominating and corporate

governance committee, with Mr.

McDonald serving as the chairman.

The Nominating and Corporate Governance Committee assists the board of

directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.

The following includes a summary of transactions since January 1, 2025, including those transactions entered into by the Company prior to the reverse acquisition by Strive Enterprises, Inc., to which we have been a party in which the amount involved exceeded or will exceed the lesser of (x) $120,000 or (y) 1% of our average total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements.

We also describe below certain other transactions with our directors, executive officers and stockholders.

• In connection with the Asset Entities Merger, which closed on September 12, 2025, Strive entered into the Shareholders Agreement (the “Shareholders Agreement”) with Vivek Ramaswamy and affiliated entities, Matthew Cole, Benjamin Pham, Logan Beirne, Virtuous Industries, LLC and Liberty Pier Foundation (the “Controlling Shareholders”).

The Shareholders Agreement remains in effect and provides the Controlling Shareholders with certain board nomination and voting rights, as well as the ability to require the combined company to elect controlled company status under the rules of The Nasdaq Stock Market LLC, for so long as they collectively beneficially own at least 50% of the voting power of our outstanding Common Stock.

Pursuant to a joinder dated November 17, 2025, Virtuous Industries, LLC and Liberty Pier Foundation became parties to the Shareholders Agreement.

At the closing of the Asset Entities Merger, Strive also entered into a Registration Rights Agreement with the Controlling Shareholders providing them with customary registration rights and subjecting certain holders to lock-up and market stand-off restrictions.

• In connection with the Company's issuance of Class A Common Stock and warrants to purchase Class A Common Stock on September 12, 2025, each of Matthew Cole, Benjamin Pham and Logan Beirne, who serve as executive officers and directors of Strive, Inc., entered into subscription agreements with Strive and Asset Entities, pursuant to which each purchased shares of Strive, Inc.

Class A Common Stock and warrants.

Specifically, Mr.

Pham, and Mr.

Beirne purchased such securities for an aggregate purchase price of $250,000, $100,000, and $100,000, respectively.

Lavish is Managing Director of certain funds associated with Bitcoin Opportunity Fund that purchased an aggregate of 1,111,111 shares of our Class A Common Stock and 1,111,111 PIPE Traditional Warrants through the funds’ participation in the PIPE Financing Transactions.

Lavish holds immaterial limited partnership interests in the funds’ interests in Strive but may be deemed, as a result of his general partnership interests in the funds, to have a material interest in the future performance of the funds’ investment in Strive.

• On November 5, 2025, the Company entered into an underwriting agreement with Barclays Capital Inc.

and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters, relating to the issuance and sale in an underwritten offering registered under the Securities Act of 2,000,000 shares of our SATA Stock, at a public offering price of $80.00 per share (the “SATA IPO”).

As part of the SATA IPO, at the Company’s request, the underwriters reserved up to 100,000 shares of SATA Stock for sale at the public offering price through a directed share program to certain of the Company’s employees, officers and directors based in the United States, and their friends and family members, and certain other individuals identified by management.

Under the directed share program, Vivek Ramaswamy, who beneficially owned more than 5% of our Class B Common Stock at the time of the offering and is a Principal Stockholder under our Amended and Restated Articles of Incorporation purchased 15,625 shares of SATA Stock for $1.25 million.

Except as may be the case with respect to the matters discussed in the preceding paragraphs, there have been no related person transactions required to be reported pursuant to rules or regulations promulgated by the Exchange Act since the beginning of 2025.

Review, Approval or Ratification of Transactions with Related Persons

Our board of directors has adopted a related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions.

This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar

transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 (or if we are a “smaller reporting company” at such time, the lesser of (x) $120,000 or (y) 1% of our average total assets at year-end for the last two completed fiscal years) and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction.

Principal Accountant Fees and Services

Independent Auditors’ Fees

The aggregate fees billed to the Company by the Company’s principal

accountant for the indicated services for each of the last two fiscal years were as follows:

Audit-Related Fees

All Other Fees

As used in the table above, the following terms have the meanings set

Audit fees consist of aggregate fees billed for

each of the last two fiscal years for professional services performed by the Company’s principal accountant for the audit of the

financial statements included in our Annual Reports on Form 10-Q and review of the financial statements included in our Quarterly Reports

on Form 10-Q, reviews of registration statements and issuances of consents, and services that are normally provided in connection with

statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees consist of aggregate fees billed for each of the

last two fiscal years for assurance and related services performed by the Company’s principal accountant that are reasonably related

to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit

We did not engage our principal accountant to provide assurance or related services during the last two fiscal years.

Tax fees consist of aggregate fees billed for each of the last two

fiscal years for professional services performed by the Company’s principal accountant with respect to tax compliance, tax advice,

tax consulting and tax planning.

We did not engage our principal accountant to provide tax compliance, tax advice or tax planning services

during the last two fiscal years.

All Other Fees

All other fees consist of aggregate fees billed for each of the last

two fiscal years for products and services provided by the Company’s principal accountant, other than for the services reported

under the headings “ Audit Fees ,” “ Audit-Related Fees ” and “ Tax Fees ” above.

did not engage our principal accountant to render services to us during the last two fiscal years, other than as reported above.

Pre-Approval Policies and Procedures

The Audit Committee has reviewed and approved

all fees earned in 2024 and 2023 by the Company’s principal accountant, and actively monitored the relationship between audit and

non-audit services provided.

The Audit Committee has concluded that the fees earned by the principal accountant were consistent with the

maintenance of the principal accountant’s independence in the conduct of its auditing functions.

The Company’s

principal accountant did not provide, and the Audit Committee did not approve, any services that would have been described under “ —Audit-Related

Fees ”, or “ —Tax Fees ” or “ —All Other Fees ” above for either of the last two

fiscal years.

The Audit Committee annually considers the provision

of audit services.

The Audit Committee must pre-approve all services provided and fees earned by the Company’s principal accountant.

The Audit Committee has established pre-approval policies and procedures that are detailed as to the particular service, that require

that the Audit committee be informed of each service, and that do not include delegation of the Audit Committee’s responsibilities

under the Exchange Act to management.

The pre-approval policies and procedures provide only for defined audit services and, if any, specified

audit-related fees, tax services, and other services, and may impose specific dollar value limits for the fees for pre-approved services.

The Audit Committee also considers on a case-by-case basis specific engagements that are not otherwise pre-approved under the pre-approval

policies and procedures or that materially exceed pre-approved fee amounts.

On an interim basis, any proposed engagement that does not

fit within the definition of a pre-approved service may be presented to a designated member of the Audit Committee for approval and to

the full Audit Committee at its next regular meeting.

The percentage

of hours expended on the Company’s principal accountant’s engagement to audit the Company’s financial statements for

the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time,

permanent employees was not greater than 50%.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

(a) List of Documents Filed as a Part of This Report:

(1) Index to Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholder’s Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Financial Statements:

Consolidated Statements of Financial Condition

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) Index to Financial Statement Schedules:

All schedules have been omitted because

the required information is included in the financial statements or the notes thereto, or because it is not required.

(3) Index to Exhibits:

See exhibits listed under “ —(b) Exhibits ”

(b) Exhibits:

Articles of Incorporation of Asset Entities Inc.

(incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on September 2, 2022)

Certificate of Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on May 24, 2024 (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 filed on June 7, 2024)

Certificate of Amendment to Designation of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on June 14, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 20, 2024)

Certificate of Change of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on June 27, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 28, 2024)

Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada at 9:58 AM Pacific Daylight Time on September 4, 2024 (incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-1 filed on October 31, 2024)

Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada at 11:38 AM Pacific Daylight Time on September 4, 2024 (incorporated by reference to Exhibit 3.7 to Registration Statement on Form S-1 filed on October 31, 2024)

Bylaws of Asset Entities Inc.

(incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on September 2, 2022)

Description of Securities of Asset Entities Inc.

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated June 9, 2022 (incorporated by reference to Exhibit 4.2 to Annual Report on Form 10-K filed on March 31, 2023)

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated October 7, 2022 (incorporated by reference to Exhibit 4.3 to Annual Report on Form 10-K filed on March 31, 2023)

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated October 21, 2022 (incorporated by reference to Exhibit 4.4 to Annual Report on Form 10-K filed on March 31, 2023)

Common Stock Purchase Warrant issued to Boustead Securities, LLC, dated February 7, 2023 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on February 8, 2023)

Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on August 7, 2023)

Form of Warrant To Purchase Class B Common Stock issuable to Boustead Securities, LLC (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on August 7, 2023)

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated as of May 24, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 28, 2024)

Warrant To Purchase Class B Common Stock issued to Michael R.

Jacks, dated as of July 29, 2024 (incorporated by reference to Exhibit 4.8 to Registration Statement on Form S-1 filed on filed on August 9, 2024)

Letter Agreement between Asset Entities Inc.

and Arshia Sarkhani, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1 filed on September 2, 2022)

Letter Agreement between Asset Entities Inc.

and Matthew Krueger, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1 filed on September 2, 2022)

Letter Agreement between Asset Entities Inc.

and Kyle Fairbanks, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1 filed on September 2, 2022)

Letter Agreement between Asset Entities Inc.

and Arman Sarkhani, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-1 filed on September 2, 2022)

Amendment to Letter Agreement between Arman Sarkhani and Asset Entities Inc., dated as of August 15, 2023 (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed on November 14, 2023)

Letter Agreement between Asset Entities Inc.

and Jason Lee, dated as of November 10, 2023 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on November 15, 2023)

Consulting Letter Agreement between Asset Entities Inc.

and Michael Gaubert, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1 filed on September 2, 2022)

Independent Director Agreement between Asset Entities Inc.

Jack II, dated May 2, 2022 (incorporated by reference to Exhibit 10.12 to Annual Report on Form 10-K filed on March 31, 2023)

Independent Director Agreement between Asset Entities Inc.

and Richard A.

Burton, dated May 2, 2022 (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K filed on March 31, 2023)

Independent Director Agreement between Asset Entities Inc.

McDonald, dated May 2, 2022 (incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed on March 31, 2023)

Independent Director Agreement between Asset Entities Inc.

and David Reynolds, dated as of May 16, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 16, 2024)

Form of Indemnification Agreement between Asset Entities Inc.

and each officer or director (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 16, 2024)

Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-1 filed on September 2, 2022)

Form of Stock Option Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-1 filed on September 2, 2022)

Form of Restricted Stock Award Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-1 filed on September 2, 2022)

Form of Restricted Stock Unit Award Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-1 filed on September 2, 2022)

Renewal Service Agreement, dated as of June 9, 2024, between Asset Entities, LLC and Regus Management Group, LLC (incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1 filed on August 9, 2024)

Renewal Service Agreement, dated as of November 9, 2023, between Asset Entities, LLC and Regus Management Group, LLC (incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-1 filed on August 9, 2024)

Renewal Service Agreement, dated as of October 10, 2023, between Asset Entities, LLC and Regus Management Group, LLC (incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-1 filed on August 9, 2024)

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Derek Dunlop (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on May 15, 2024)

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Brian Fox (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed on May 15, 2024)

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Haeley Benavides (incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed on May 15, 2024)

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and John Costacos (incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed on May 15, 2024)

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Aaron Edwards (incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed on May 15, 2024)

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, and Atticus Peppas (incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q filed on May 15, 2024)

Underwriting Agreement, dated February 2, 2022, by and between Asset Entities Inc.

and Boustead Securities, LLC (as representative of the underwriters named therein) (incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K filed on February 8, 2023)

Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between Asset Entities Inc.

and Triton Funds LP (incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K filed on April 2, 2024)

Form of Securities Purchase Agreement, dated as of May 24, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 28, 2024)

Form of First Amendment to Securities Purchase Agreement, dated as of June 13, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 20, 2024)

Form of Registration Rights Agreement, dated as of May 24, 2024 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 28, 2024)

Assignment and Assumption Agreement, dated as of July 30, 2024, among Boustead Securities, LLC, Sutter Securities, Inc., and Asset Entities Inc.

(incorporated by reference to Exhibit 10.34 to Registration Statement on Form S-1 filed on August 9, 2024)

Assignment and Assumption Agreement, dated as of July 30, 2024, among Sutter Securities, Inc., Michael R.

Jacks, Boustead Securities, LLC, and Asset Entities Inc.

(incorporated by reference to Exhibit 10.35 to Registration Statement on Form S-1 filed on August 9, 2024)

Waiver and Consent, dated as of September 20, 2024, between Asset Entities Inc.

and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 23, 2024)

Limited Waiver and Consent, dated as of September 26, 2024, between Asset Entities Inc.

and Boustead Securities, LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 27, 2024)

Sales Agreement, dated as of September 27, 2024, between Asset Entities Inc.

and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 30, 2024)

Purchase Agreement, dated November 25, 2024, between Asset Entities Inc.

and Jeff Blue (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 2, 2024)

Letter Agreement between Asset Entities Inc.

and Jackson Fairbanks, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-1 filed on September 2, 2022)

Letter Agreement between Asset Entities Inc.

and Arshia Sarkhani, dated as of March 27, 2025

Letter Agreement between Asset Entities Inc.

and Matthew Krueger, dated as of March 27, 2025

Letter Agreement between Asset Entities Inc.

and Kyle Fairbanks, dated as of March 27, 2025

Letter Agreement between Asset Entities Inc.

and Arman Sarkhani, dated as of March 27, 2025

Letter Agreement between Asset Entities Inc.

and Jackson Fairbanks, dated as of March 27, 2025

Consulting Letter Agreement between Asset Entities Inc.

and Michael Gaubert, dated as of March 27, 2025

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to Registration Statement on Form S-1 filed on September 2, 2022)

Asset Entities Inc.

Insider Trading Policy (incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K filed on April 2, 2024)

Consent of WWC, Professional Corporation

Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Asset Entities Inc.

Clawback Policy (incorporated by reference to Exhibit 97.1 to Annual Report on Form 10-K filed on April 2, 2024)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

† Executive compensation plan or arrangement

We hereby file as part of this Annual Report the exhibits listed in the Index to the Exhibits.

(c) Financial statement schedules have been omitted because either they are not applicable or the required information is included in the financial statements or notes thereto.

Form 10-K Summary

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholder’s Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

ASSET ENTITIES INC.

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of ASSET ENTITIES INC.

(the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’

equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the

years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Strive, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial condition of Strive, Inc.

and subsidiaries (the Company, Successor) as of December 31, 2025 and Strive Enterprises, Inc.

(Predecessor) as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the periods from September 12, 2025 through December 31, 2025 (Successor), January 1, 2025 through September 11, 2025 (Predecessor) and January 1, 2024 through December 31, 2024 (Predecessor), and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and Predecessor as of December 31, 2024, and the results of its operations and its cash flows for the periods from September 12, 2025 through December 31, 2025 (Successor), January 1, 2025 through September 11, 2025 (Predecessor) and January 1, 2024 through December 31, 2024 (Predecessor), in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C .

Certified Public Accountants

We have served as the Company’s auditor since January 19, 2022.

San Mateo, CA

We have served as the Company's auditor since 2023.

Columbus, Ohio

March 19, 2026

ASSET ENTITIES INC.

Balance Sheets

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share and per share data)

December 31, 2025 December 31, 2024

(Successor) (Predecessor)

Current assets:

Cash and cash equivalents $ 67,499 $ 6,155

Short-term investments — 16,755

Prepaid expenses 2,708 351

Trading marketable securities

Other current assets 1,569 500

Total current assets 71,776 23,761

Non-Current Assets

Digital assets, at fair value 668,486 —

Property and equipment, net 778 951

Intangible asset

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Intangible assets, net 355 187

Right-of-use lease assets 4,037 1,786

Other non-current assets 95 1,512

Total assets $ 745,527 $ 28,197

Current liabilities:

Accounts payable and credit card liability

Contract liabilities

Compensation and benefits payable $ 164 $ 1,112

Accounts payable and other liabilities 8,560 2,227

Dividends payable 2,053 —

Total current liabilities 10,777 3,339

Operating lease liabilities 3,512 1,516

Total liabilities 14,289 4,855

Commitments and contingencies

Mezzanine equity:

Variable Rate Series A Preferred Stock, $ 0.001 par value;

20,000,000 and 0 shares authorized, 2,012,729 and 0 shares issued and outstanding, $ 201.3 million and $ 0 redemption value and liquidation preference as of December 31, 2025 and December 31, 2024, respectively

Total mezzanine equity 148,802 —

Stockholders’ equity:

Preferred Stock;

$ 0.0001 par value, 50,000,000 authorized Series A Convertible Preferred Stock;

$ 0.0001 par value, $ 10,000 stated value , 660 designated 100 and 0 shares issued and outstanding, respectively

Common Stock;

$ 0.0001 par value, 40,000,000 authorized Class A Common Stock;

$ 0.0001 par value, 2,000,000 authorized 1,000,000 and 1,677,056 shares issued and outstanding, respectively

Class B Common Stock;

$ 0.0001 par value, 38,000,000 authorized 9,060,965 and 1,207,827 shares issued, respectively

Predecessor preferred stock, $ 0.00001 par value;

0 and 1,161,650 shares authorized, 0 and 1,158,802 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Predecessor Class A common stock, $ 0.00001 par value;

0 and 2,000,000 shares authorized, 0 and 2,000,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Predecessor Class B common stock, $ 0.00001 par value;

0 and 2,339,765 shares authorized, 0 and 400,970 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Successor Class A common stock, $ 0.001 par value;

22,200,000,000 and 0 shares authorized, 34,936,745 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Successor Class B common stock, $ 0.001 par value;

1,050,000,000 and 0 shares authorized, 9,776,540 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,055,595 —

Treasury Stock, at cost:

Class B Common Stock - 250,000 shares

Subscription receivable

Accumulated deficit ( 474,054 ) ( 49,146 )

( 12,006,357 )

( 5,558,315 )

Total stockholders’ equity 582,436 23,342

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are an integral part

of these financial statements.

ASSET ENTITIES INC.

of Operations

Total liabilities, mezzanine equity, and stockholders' equity $ 745,527 $ 28,197

The accompanying notes are an integral part of these consolidated financial statements

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

Successor Predecessor

Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended December 31, 2024

Investment advisory fees $ 1,495 $ 4,187 $ 3,592

Other revenue 17 35 58

Total revenues 1,512 4,222 3,650

Operating expenses:

Contract labor

General and administrative

Management compensation

Fund management and administration 1,867 4,250 4,867

Employee compensation and benefits 27,639 7,222 9,135

General and administrative expense 3,681 4,229 11,248

Marketing and advertising 151 231 862

Depreciation and amortization 71 149 192

Total operating expenses 33,409 16,081 26,304

Loss from operations

( 6,404,028 )

( 4,931,197 )

Interest income

Total other income

Income before income tax credit

( 6,393,932 )

( 4,931,197 )

Income taxes credit from prior period

$ ( 6,393,932 )

$ ( 4,931,197 )

Dividend on Series A Preferred Stock

Investment gains/(losses):

Net unrealized loss on digital assets, at fair value ( 194,508 ) — —

Other derivative loss ( 14,731 ) — —

Net investment gains/(losses) ( 209,239 ) — —

Net operating loss ( 241,136 ) ( 11,859 ) ( 22,654 )

Other income/(expense):

Other income 723 586 795

Transaction costs ( 12,400 ) ( 15,717 ) —

Gain on lease remeasurement — — 279

Goodwill and intangible asset impairment ( 140,785 ) — —

Total other income/(expense) ( 152,462 ) ( 15,131 ) 1,074

Net loss before income taxes ( 393,598 ) ( 26,990 ) ( 21,580 )

Income tax benefit/(expense) — — —

Net loss $ ( 393,598 ) $ ( 26,990 ) $ ( 21,580 )

Dividends on preferred stock ( 4,320 ) — —

Net loss attributable to common stockholders $ ( 397,918 ) $ ( 26,990 ) $ ( 21,580 )

$ ( 6,448,042 )

$ ( 4,931,197 )

Loss per share of common stock - basic and diluted

Weighted average number of shares of common stock outstanding - basic and diluted

The accompanying notes are an integral part

of these financial statements.

ASSET ENTITIES INC.

Stockholders’ Equity

For the years ended December 31, 2024 and 2023

Balance - December 31, 2022

$ ( 627,118 )

Class B Common stock issued

Class B Common stock issued for restricted stock awards

Repurchase of Class B Common stock

( 4,931,197 )

Balance - December 31,2023

Weighted average number of common shares outstanding:

43,997,862 2,299,243 2,213,424

Series A Convertible Preferred stock issued

Conversion from Series A Convertible Preferred stock to Class B common

Conversion from Class A to Class B common stock

Class B common stock for cash

Class B Common stock issued for restricted stock awards

Class B Common stock issued for purchase of intangible asset

Cancellation of Class B common stock and Treasury stock

Reverse stock split adjustment

Dividend declared - Series A Convertible Preferred stock

Net loss per common share:

$ ( 9.04 ) $ ( 11.74 ) $ ( 9.75 )

Balance - December 31,2024

(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.

The accompanying notes are an integral part of these consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

Mezzanine Equity Stockholders' Equity

Successor Perpetual Predecessor Predecessor Class A Predecessor Class B Successor Class A Successor Class B Additional Retained

Earnings/ Total

Preferred Stock Preferred Stock Common Stock Common Stock Common Stock Common Stock Paid-in (Accumulated Stockholders'

Shares Amount Shares Amount Shares Par Value Shares Par Value Shares Par Value Shares Par Value Capital Deficit) Equity

Balance at December 31, 2023 — $ — 787,598 $ 43,624 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 27,566 ) $ 16,058

Net proceeds from sale of preferred stock — — 372,257 28,949 — — — — — — — — — — 28,949

Redemption of preferred stock — — ( 1,053 ) ( 85 ) — — — — — — — — — — ( 85 )

Net loss — — — — — — — — — — — — — ( 21,580 ) ( 21,580 )

Balance at December 31, 2024 — $ — 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 49,146 ) $ 23,342

Redemption of preferred stock — — ( 1,238 ) ( 500 ) — — — — — — — — — — ( 500 )

Net loss — — — — — — — — — — — — — ( 26,990 ) ( 26,990 )

Balance at September 11, 2025 — $ — 1,157,564 $ 71,988 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 76,136 ) $ ( 4,148 )

Mezzanine Equity Stockholders' Equity

Successor Perpetual Predecessor Predecessor Class A Predecessor Class B Successor Class A Successor Class B Additional Retained

Earnings/ Total

Preferred Stock Preferred Stock Common Stock Common Stock Common Stock Common Stock Paid-in (Accumulated Stockholders'

Shares Amount Shares Amount Shares Par Value Shares Par Value Shares Par Value Shares Par Value Capital Deficit) Equity

Balance at September 12, 2025 — $ — 1,157,564 $ 71,988 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 76,136 ) $ ( 4,148 )

Conversion of Predecessor shares for Strive, Inc.

Class B common stock — — ( 1,157,564 ) ( 71,988 ) ( 2,000,000 ) — ( 400,970 ) — — — 12,445,578 249 71,739 — —

Business combination with Asset Entities Inc.

— — — — — — — — 831,219 17 — — 141,123 — 141,140

The accompanying notes are an integral part

of these financial statements.

ENTITIES INC.

of Cash Flows

Share-based compensation expense — — — — — — — — — — — — 21,710 — 21,710

Issuance of common stock upon vesting of restricted stock, net of withholding taxes — — — — — — — — — — 1,105,487 22 ( 33,644 ) — ( 33,622 )

Issuance of Variable Rate Series A Perpetual Preferred Stock 2,012,729 161,212 — — — — — — — — — — — — —

Issuance of Class A common stock — — — — — — — — 18,727,541 375 — — 567,537 — 567,912

Issuance of pre-funded warrants — — — — — — — — — — — — 283,170 — 283,170

Exercise of warrants — — — — — — — — 11,603,460 232 — — 31,318 — 31,550

Conversions of Class B common stock to Class A common stock — — — — — — — — 3,774,525 75 ( 3,774,525 ) ( 75 ) — — —

Share-based transaction costs — — — — — — — — — — — — 2,936 — 2,936

Issuance costs — ( 12,410 ) — — — — — — — — — — ( 30,294 ) — ( 30,294 )

Preferred stock dividends declared — — — — — — — — — — — — — ( 4,320 ) ( 4,320 )

Net loss — — — — — — — — — — — — — ( 393,598 ) ( 393,598 )

Balance at December 31, 2025 2,012,729 $ 148,802 — $ — — $ — — $ — 34,936,745 $ 699 9,776,540 $ 196 $ 1,055,595 $ ( 474,054 ) $ 582,436

The accompanying notes are an integral part of these consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Successor Predecessor

Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended December 31, 2024

Cash flows from operating activities:

$ ( 6,393,932 )

$ ( 4,931,197 )

Net loss $ ( 393,598 ) $ ( 26,990 ) $ ( 21,580 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Depreciation and amortization 71 149 192

Accretion of discount on investments, net — 155 ( 14 )

Reduction in carrying amount of right-of-use assets 22 91 68

Gain on lease remeasurement — — ( 279 )

Net unrealized loss on digital assets, at fair value 194,508 — —

Other derivative loss 14,731 — —

Share-based compensation expense 21,710 — —

Goodwill and intangible asset impairment 140,785 — —

Non-cash transaction expenses 2,936 2,150 —

Changes in operating assets and liabilities:

Prepaid expenses ( 2,103 ) ( 227 ) 13

Accounts payable and accrued expenses

Contract liabilities

Other current assets 520 ( 1,589 ) ( 354 )

Other non-current assets 47 ( 723 ) ( 1,464 )

Compensation and benefits payable 70 ( 1,018 ) 896

Accounts payable and other liabilities ( 4,675 ) 9,793 927

Net cash used in operating activities ( 24,976 ) ( 18,209 ) ( 21,595 )

( 4,900,057 )

( 3,807,623 )

Cash flows from investing activities:

Purchase of property and equipment

Purchase of intangible asset

Net cash used in investing activities

Purchases of digital assets, at fair value ( 854,956 ) — —

Purchases of intangible assets ( 80 ) ( 123 ) —

Purchases of property and equipment ( 12 ) — ( 24 )

Cash acquired through business combination 400 — —

Purchases of short-term investments — ( 4,271 ) ( 32,203 )

Proceeds from short-term investments — 20,871 29,026

Net cash provided by (used in) investing activities ( 854,648 ) 16,477 ( 3,201 )

Cash flows from financing activities:

Series A Convertible Preferred stock issued

Proceeds from Class B common stock issued, net

Reacquisition of shares

Net cash provided by financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

Cash paid for interest

Proceeds from issuance of Class A common stock 545,143 — —

Proceeds from issuance of pre-funded warrants 283,170 — —

Proceeds from warrant exercises 31,550 — —

Payment of issuance costs ( 41,986 ) — —

Proceeds from issuance of preferred stock 161,212 — 28,950

Preferred stock dividends paid ( 2,267 ) — —

Payment of withholding tax on vesting of restricted stock ( 33,622 ) — —

Redemption of preferred stock — ( 500 ) ( 85 )

Net cash provided by (used in) financing activities 943,200 ( 500 ) 28,865

Net increase (decrease) in cash and cash equivalents 63,576 ( 2,232 ) 4,069

Cash and cash equivalents, beginning of period 3,923 6,155 2,086

Cash and cash equivalents, end of period $ 67,499 $ 3,923 $ 6,155

Supplemental disclosures of cash flow information:

Cash paid during the period for interest expense $ — $ — $ —

Cash paid during the period for income taxes $ — $ — $ —

Non-cash investing and financing activities:

Conversion from Class A to Class B common stock

Conversion from Series A Convertible Preferred stock to Class B common stock

Class B Common stock issued for purchase of intangible asset

Cancellation of Class B common stock

Reverse stock split adjustment

The accompanying notes are an integral

part of these financial statements.

ASSET ENTITIES INC.

NOTES TO FINANCIAL

As of and for the years ended December 31, 2024

Organization, Description of Business

and Liquidity

Asset Entities Inc.

Accrued but unpaid financing offering costs 718 770 —

Declared but unpaid preferred stock dividends 2,053 — —

Class A common stock exchanged for digital assets 8,038 — —

Class A common stock issued as part of business combination 141,140 — —

Assets and liabilities resulting from business combination:

Prepaid expenses 27 — —

Goodwill 140,039 — —

Intangible assets 746 — —

Other non-current assets 57 — —

Accounts payable and other liabilities 129 — —

The accompanying notes are an integral part of these consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Organization

(the "Company", "Strive", or the "Successor"), a Nevada corporation, is a bitcoin treasury asset management firm trading on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ASST".

The Company earns substantially all of its revenue from investment advisory and other investment management services, and generates market returns from investments in bitcoin and bitcoin-related products.

The Company operates through wholly-owned subsidiaries, including, among others, Strive Enterprises, Inc.

("SEI") and Strive Asset Management, LLC ("SAM"), a registered investment advisor with the Securities and Exchange Commission ("SEC").

SAM provides sub-advisory services for the Strive funds (the "Funds"), a series of exchange traded funds ("ETFs"), and has the discretionary responsibility to select investments in accordance with each fund's investment objectives, policies, and restrictions.

SAM is not responsible for selecting broker-dealers or placing trades for the Funds.

Products are offered through intermediaries in a variety of vehicles, ETFs, separate accounts, and collective investment trust funds.

On May 6, 2025, SEI (the "Predecessor") entered into that certain Agreement and Plan of Merger, dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (the "Asset Entities Merger Agreement") with Asset Entities Inc.

("Asset Entities").

“we”, “us” or the “Company”), began operations as a general partnership in August 2020 and formed

Assets Entities Limited Liability Company in the state of California on October 20, 2020.

The financial statements reflect the operations

of the Company from inception of the general partnership.

On March 15, 2022, the Company filed Articles of Merger to register and incorporate

with the state of Nevada and changed the company name to Asset Entities Inc.

Reverse Stock Split

On June 27, 2024, the Company filed a Certificate

of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary of State of the State of Nevada authorizing

a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock, $ 0.0001 par value per

share, and Class B Common Stock, $ 0.0001 par value per share.

The reverse stock split became effective on July 1, 2024.

Prior to the reverse stock split, the Company

was authorized to issue 200,000,000 shares of common stock, consisting of 10,000,000 shares of Class A Common Stock

and 190,000,000 shares of Class B Common Stock.

As a result of the reverse stock split, the Company will be authorized to 40,000,000 shares

of common stock, consisting of 2,000,000 shares of Class A Common Stock and 38,000,000 shares of Class B Common Stock.

All share and per share information in these financial

statements retroactively reflect this reverse stock split.

Description of Business

Asset Entities is an Internet company providing

social media marketing, content delivery, and development and design services across Discord, TikTok, and other social media platforms.

Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services.

provide subscription upgrades to premium content on our investment education and entertainment servers on Discord.

Second, we codevelop

and execute influencer social media and marketing campaigns for clients.

Third, we design, develop and manage Discord servers for clients

under our “AE.360.DDM” brand.

Our AE.360.DDM service was released in December 2021.

All of these services – our Discord

investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our effective

use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube.

The accompanying

financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization

of assets and the liquidation of liabilities in the normal course of business.

The Company has an accumulated deficit of $ 12,006,357 at

December 31, 2024 and a net loss of $ 6,393,932 , during the year ended December 31, 2024.

has received confirmation from Ionic Ventures, LLC that it will invest up to $ 3 million in the Company’s Series A Convertible

Preferred Stock upon request by the Company, and the Company’s Certificate of Designation of Series A Convertible Preferred Stock

allows for an additional 330 preferred shares of Series A Convertible Preferred Stock to be sold.

With the additional revenue from the

purchase of the TommyBoyTV, LLC server in June 2024, gross revenue is projected to increase to over $ 1.2 million in 2025.

Based on the Company’s existing cash resources,

management believes that the Company will have sufficient funds to carry out the Company’s planned operations for at least the next

12 months from the issuance date of the accompanying financial statements.

On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc.

Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc.

was renamed Strive, Inc.

(the "Asset Entities Merger").

(2) Summary of Significant Accounting Policies

Basis of presentation

The financial

statements and related disclosures have been prepared pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles

in the United States of America (“GAAP”) and are presented in US dollars.

The Company uses the accrual basis of accounting

and has adopted a December 31 fiscal year end.

The accompanying consolidated financial statements and the related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.

In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included.

All such adjustments are of a normal recurring nature, unless otherwise disclosed.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

Since the merger between Strive Enterprises, Inc.

and Asset Entities has been determined to be a reverse acquisition, with SEI being the accounting acquirer, the Company determined that SEI is the Predecessor and Strive, Inc.

is the Successor .

The financial information as of December 31, 2024 and for the year ended December 31, 2024 and period from January 1, 2025 to September 11, 2025 reflect the historical financial information of the Predecessor and are referred to as the "Predecessor Periods".

The financial information as of December 31, 2025 and for the period from September 12, 2025 to December 31, 2025 reflect the financial information of Strive, Inc.

and are referred to as the "Successor Periods".

Use of estimates

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

The preparation of consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and accompanying notes.

Due to uncertainties in the estimation process, actual results could differ from those estimates.

Reverse stock split

On February 6, 2026, the Company amended its articles of incorporation in order to effect a 1-for-20 reverse stock split of its outstanding shares of Class A and Class B common stock.

As a result of the reverse stock split, every 20 shares of the Company’s Class A and Class B common stock issued or outstanding were automatically reclassified into one new share of Class A or Class B common stock, respectively, without any action on the part of the holders.

Concurrently with the reverse stock split, the number of shares of Class A common stock available to purchase and the related exercise price of outstanding warrants were adjusted pro-rata to give effect to the reverse stock split.

All historical share and per-share amounts of the Successor reflected throughout the accompanying consolidated financial statements and other financial information in this Annual Report have been retroactively adjusted to reflect the reverse stock split as if the split occurred as of the earliest Successor period presented.

The reverse stock split did not affect the par value of the Class A and Class B common stock.

No fractional shares were issued in connection with the reverse stock split.

Business combinations

In accordance with ASC Topic 805 “Business Combinations", acquired assets and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition.

Goodwill is calculated as the amount by which the purchase consideration exceeds the net identifiable assets acquired.

Determining the fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset.

Cash and cash equivalents

For purposes of balance sheet presentation and

reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments

with an original maturity of less than 90 days to be cash and cash equivalents.

The Company had no cash equivalents at December 31, 2024

Periodically, the Company may carry cash balances

at financial institutions more than the federally insured limit of $ 250,000 per institution.

amount in excess of the FDIC insurance as of December 31, 2024, was approximately $ 1.9 million.

The Company has not experienced losses

on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to

these deposits is not significant.

Deferred Offering Costs

As of December 31, 2022, deferred offering costs

represent legal fees for preparation of any securities purchase agreements or current registration statement.

The Company recorded these

fees as a current asset that netted against gross proceeds received from any offering or placements.

February 2023, the Company issued common stock as initial public offering and netted offering cost as additional paid in capital.

December 31, 2024, there is no more deferred offering costs.

Short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents.

The Company’s cash is held with major financial institutions and may at times exceed federally insured limits.

As of December 31, 2025 and December 31, 2024, the Company did not have any restricted cash.

Short-term investments

Short-term investments have maturities exceeding three months and less than twelve months at the time of purchase.

The Company classifies short-term investments as held-to-maturity based on the Company's intent to sell the security or, its intent and ability to hold the short-term investment to maturity.

Held-to-maturity debt securities are purchased with the intent and ability to hold until maturity and are carried at amortized cost.

Interest income on short-term investments is recognized using the effective interest method and included in interest and dividend income on the consolidated statements of operations.

Digital assets, at fair value

The Company accounts for its digital assets, which consist solely of bitcoin, in accordance with Accounting Standards Codification ("ASC") 350-60, Intangibles - Goodwill and Other - Crypto Assets .

The Company has ownership of and control over its bitcoin and is engaged with multiple geographically dispersed third-party custodial services to store its bitcoin.

The Company initially records its digital assets at cost, inclusive of transaction costs and fees.

The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on the Coinbase exchange, which is considered a Level 1 input within the fair value hierarchy.

Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets, at fair value.

Realized gains or losses are recorded upon the sale of digital assets based upon the difference between the sales price and the carrying value of the specific bitcoin sold.

The Company determines if a contract is a lease or contains a lease at inception.

The Company accounts for its headquarters office lease as an operating lease, which may include escalation clauses that are based on an index or market rate.

The Company accounts for lease and non-lease components, including common areas maintenance charges, as a single component for its leases.

The Company elected the short-term lease exception for leases with an initial term of 12 months or less.

Consequently, such leases are not recorded on the consolidated statements of financial condition.

The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain they will be exercised or not.

The Company recognizes right-of-use (“ROU”) lease assets and operating lease liabilities on the consolidated statements of financial condition based on the present value of future lease payments over the lease term at the commencement date discounted using an incremental borrowing rate (“IBR”).

The IBR for individual leases is estimated considering the Company’s credit rating using various financial metrics, and, as appropriate, performing market analysis of yields on publicly traded bonds (secured and unsecured) with similar terms of comparable companies in a similar economic environment.

ROU assets are tested for impairment when there is an indication that the carrying value of an asset may not be recoverable.

Fixed lease payments made over the lease term are recorded as lease expense on a straight-line basis.

Variable lease payments based on usage, changes in an index or market rate, are expensed as incurred.

Property and equipment

Property and equipment are stated at cost less

accumulated depreciation and impairment loss, if any.

Property and equipment are depreciated at rates sufficient to write off their costs

less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

Machinery and Equipment

Office Equipment and Fixtures

The Company did not have any Building, Machinery

and Equipment, and Vehicle as of December 31, 2024.

Maintenance and repairs are charged to expense

Improvements of a major nature are capitalized.

At the time of retirement or other disposition of property and equipment,

the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

The long-lived assets of the Company are reviewed

for impairment in accordance with ASC No.

360, “Property, Plant and Equipment” (“ASC No.

360”), whenever events

or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The recoverability of assets to be held

and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated

by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying

amount of the assets exceeds the fair value of the assets.

Property and equipment, consisting of hardware and equipment, furniture and fixtures, tenant improvements, and software are carried at cost less accumulated depreciation.

As of December 31, 2025 and December 31, 2024, the Company had $ 0.4 million and $ 0.2 million, respectively, of accumulated depreciation which is included in property and equipment, net on the consolidated statements of financial condition.

Property and equipment is tested for impairment when there is an indication that the carrying amount of an asset may not be recoverable.

When an asset is determined to not be recoverable, the impairment loss is measured based on the excess, if any, of the carrying value of the asset over its fair value.

Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows:

Hardware and equipment 5 years

Furniture and fixtures 7 years

Tenant improvements Lesser of the remaining term or 15 years

Software 3 years

Intangible assets

Intangible assets acquired are recorded at fair

We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying

value of the assets may not be recoverable.

We test our indefinite-lived intangible assets for impairment annually

or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying

Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate

discount rates.

During the year ended December 31, 2024 and 2023, there were no intangible asset impairment charges.

Finite-lived intangible assets are amortized using

the straight-line method over their estimated useful lives, which ranges from 5 to 15 years .

Our finite-lived

intangible assets include acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally

developed software.

Our indefinite-lived intangible assets include acquired domain names, trade names, and purchased software.

Intangible assets internally

developed are measured at cost.

We capitalize costs to develop or purchase computer software for internal use which are incurred during

the application development stage.

These costs include fees paid to third parties for development services and payroll costs

for employees' time spent developing the software.

We expense costs incurred during the preliminary project stage and the post-implementation

Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the software.

The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management

with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated

economic life.

Impairment of Long-lived Assets Other Than

Long-lived assets with finite lives, primarily

property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable.

If the estimated cash flows from the use of the

asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down

to its fair value.

Fair Value Measurements

The Company uses a three-tier fair value hierarchy

to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured

at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use

observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities;

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The Company’s

financial instruments, including cash, accounts receivable, prepaid expense, deferred offering costs and contract liabilities, other current

liabilities are carried at historical cost.

At December 31, 2024 and 2023, the carrying amounts of these instruments approximated their

fair values because of the short-term nature of these instruments.

Advertising Expenses

The Company expenses advertising costs as they

Total advertising expenses were $ 944,635 and $ 436,066 for the year ended December 31, 2024 and 2023, respectively, and have

been included as part of general and administrative expenses.

Research and Development

Research and development costs are charged to

expense as incurred.

Accordingly, internal research and development costs are expensed as incurred.

Third-party research and development

costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable

The Company incurred research and development

expenses of $ 423,299 and $ 18,935 for the year ended December 31, 2024 and 2023, respectively, and have been included as

part of contract labor.

Stock based compensation

Service-Based Awards

The Company records stock-based compensation for awards granted to

employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued,

and the expense is recorded on a straight-line basis over the requisite service period, which is generally one to three years.

For restricted stock awards (“RSAs”) issued under the Company’s

stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant.

Share Repurchase

Share repurchases are open market purchases.

repurchases are generally recorded on the settlement date, as treasury stock.

When shares are cancelled, the value of repurchased shares

is deducted from stockholders’ equity through common stock with the excess over par value recorded to accumulated deficit.

Revenue Recognition

The Company recognizes revenue utilizing the following

(i) Identify the contract, or contracts, with a customer;

(ii) Identify the performance obligations in the contract;

(iii) Determine

the transaction price;

(iv) Allocate the transaction price to the performance obligations in the contract;

(v) Recognize revenue when

the Company satisfies a performance obligation.

Subscriptions

Subscription revenue is related to a single performance

obligation that is recognized over time when earned.

Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or

annual basis.

Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service

Revenue related to marketing campaign contracts

with customers are normally of a short duration, typically less than two (2) weeks.

AE.360.DDM Contracts

Revenue related to AE.360.DDM contracts with customers

are normally of a short duration, typically less than one (1) week.

Contract Liabilities

Contract liabilities consist of quarterly and

annual subscription revenue that have not been recognized.

Revenue under these agreements is recognized over the related service period.

As of December 31, 2024 and 2023, total contract liabilities were $ 369 and $ 3,445 respectively.

Contract liabilities are expected

to be recognized as revenue over a period not to exceed twelve (12) months.

Changes in contract liabilities for the year ended

December 31, 2024 are as follows:

Balance, January 1

Deferral of revenue

Recognition of revenue

Balance, December 31

Earnings Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings

per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all

entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share

In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number

of shares of common stock outstanding during the year.

Diluted earnings per share is computed by dividing net income by the weighted average

number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential

dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result

would be antidilutive.

The Company would account for the potential dilution from convertible securities

using the as-if converted method.

The Company accounts for warrants and options using the treasury stock method.

As of December

31, 2024, warrants representing 105,490 shares of common stock equivalents were excluded from the computation from diluted net loss per

share as the result was anti-dilutive.

As described in more detail in note 1, the business

now conducted by the Company was operated as a partnership from August 1, 2020 until October 19, 2020, when it was reorganized as a limited

liability company, or LLC, and that LLC was merged into the Company on March 28, 2022.

Prior to that date, the partnership and the subsequent

LLC were not subject to federal income tax and all income, deductions, gains and losses were attributed to the partners or members.

The Company adopted FASB ASC 740, Income Taxes,

at its inception.

Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense

represents the change during the period in the deferred tax assets and deferred tax liabilities.

The components of the deferred tax assets

and liabilities are individually classified as current and non-current based on their characteristics.

Deferred tax assets are reduced

by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets

will not be realized.

No deferred tax assets or liabilities were recognized as of December 31, 2024 or December 31, 2023.

Related Parties

The Company follows ASC 850, “Related

Party Disclosures” , for the identification of related parties and disclosure of related party transactions and balances.

There were no related party transactions except management fees.

During the years ended December 31, 2024 and 2023, the Company paid management

fees to their controlling members totaling $ 3,297,906 and $ 2,848,307 , respectively .

Commitments and Contingencies

The Company follows ASC 450-20, “Loss

Contingencies” , to report accounting for contingencies.

Liabilities for loss contingencies arising from claims, assessments,

litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of

the assessment can be reasonably estimated.

As of December 31, 2024 and 2023, the Company did not have any commitments and contingencies.

Segment Reporting

The Company operates as one operating

The Company's chief operating decision maker ("CODM") is its chief executive officer, who reviews the operating results

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

The CODM uses operating margin

and net income to assess financial performance and allocate resources.

These financial metrics are used by the CODM to make key operating

decisions, such as the determination of the rate at which the Company seeks to grow operating margin, the allocation of budget between

operating expenses and the management and forecasting of cash to ensure enough capital is available.

Accordingly, we determined we operate

in a single reporting segment.

Our CEO assesses performance and decides how to

allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations.

on the Consolidated Balance Sheets represent our segment assets.

Recent Accounting Pronouncements

2024, the FASB issued ASU 2024-03 final standard on Income Statement:

Disaggregation of Income Statement Expenses, which requires disaggregated

disclosure of income statement expenses for public business entities.

The ASU does not change the expense captions an entity presents

on the face of the income statement;

rather, it requires disaggregation of certain expense captions into specified categories in disclosures

within the footnotes to the financial statements.

This guidance will be effective for us on January 1, 2027.

The Company has considered all other recently

issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial

Recently adopted accounting standards

In November 2023, the FASB issued ASU 2023-07,

which improves reportable segment disclosure requirements.

Primarily through enhanced disclosures about significant segment expenses among

other disclosure requirements.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024.

Intangible assets, consisting of domain names, are carried at cost less accumulated amortization.

For finite-lived intangible assets, if potential impairment circumstances are considered to exist, the Company will perform a recoverability test using an undiscounted cash flow analysis.

If the carrying value of the asset is determined not to be recoverable based on the undiscounted cash flow test, the difference between the carrying value of the asset and its current fair value would be recognized as an expense in the period in which the impairment occurs.

Intangible assets are amortized over a period of ten years .

As of both December 31, 2025 and December 31, 2024, the Company had less than $ 0.1 million of accumulated amortization which is included in intangible assets, net on the consolidated statements of financial condition.

Fair value measurement

The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis.

Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques.

The three levels of the fair value hierarchy are described below:

Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability.

The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The valuation techniques used by the Company when measuring the fair value prioritize the use of observable inputs and minimize the use of unobservable inputs.

As of December 31, 2025 and December 31, 2024, the fair value of the Company's financial assets and liabilities not held at fair value on the consolidated statements of financial condition equaled the related carrying value given the short-term maturities of all.

Revenue recognition - investment advisory fees

The Company recognizes revenue when it satisfies performance obligations under the terms of contracts with clients.

The Company earns substantially all of its revenue from SAM investment advisory and sub-advisory contracts (collectively “Investment Advisory Fees” and “Investment Advisory Contracts”) related to its asset management services.

Investment advisory fees, generally calculated as a percentage of assets under management (“AUM”), are recorded as revenue as services are performed over time because the customer is receiving and consuming the benefits as they are provided by the Company.

SAM’s investment advisory contracts have a single performance obligation because the contracted services are not separately identifiable from other obligations in the contracts and therefore, are not distinct.

All performance obligations to provide investment advisory services are satisfied over time by SAM and the Company recognizes revenue through SAM as time passes.

The fees SAM receives for its services under its investment advisory contracts are based on AUM, which changes based on the value of securities held under each investment advisory contract.

These fees are thereby constrained and represent

variable consideration, and they are excluded from revenue until the AUM on which SAM’s client is billed is no longer subject to market fluctuations.

In addition, the Company may contract with third parties to provide advisory services on its behalf.

The investment advisory contracts typically have contractual terms that extend throughout the life of the fund being advised, which generally contain provisions allowing the third party advisor to remove the Company with prior notice.

Clients are typically charged monthly or quarterly, either in advance or arrears, based on the fee arrangement agreed to with each client;

payment terms vary depending on the client and services offered.

Based on the nature of the agreements, the performance obligations are generally satisfied throughout the contractual term.

Fund management and administration expense

Direct fund expense, which is expensed as incurred, primarily consists of third-party advisory and non-advisory expense incurred by Strive related to certain investment products, reference data for certain indices, custodial services, fund administration, fund accounting, transfer agent services, stockholder reporting services, audit and tax services as well as other fund-related expense directly attributable to the operations of Strive offerings.

Share-based compensation

Share-based compensation expense is measured based on the grant-date fair value of the share-based awards.

The Company recognizes share-based compensation expense for the portion of each stock award that is expected to vest over the estimated period of service and vesting.

For awards that contain a performance condition, share-based compensation expense is not recorded until the achievement of the related performance condition is determined to be probable.

Forfeitures are recognized as incurred.

Share-based compensation expense is recognized on a straight-line basis over the requisite service period of the grant.

The Company is a C-Corporation and is treated as a corporation for federal and state income tax purposes and all wholly owned subsidiaries are disregarded entities for tax purposes.

Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The deferred income tax provision represents the change during the reporting period in the deferred tax assets and deferred tax liabilities.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized on the consolidated statements of operations in the period that includes the enactment date.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.

Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.

Management assesses the recoverability of its deferred income tax assets based upon expected future earnings, taxable income in prior carryback years, future deductibility of the asset, changes in applicable tax laws and other factors.

If management determines that it is not more likely than not that the deferred tax asset will be fully recoverable in the future, a valuation allowance will be established for the difference between the asset balance and the amount expected to be recoverable in the future.

This allowance will result in additional income tax expense.

Further, the Company records its income taxes receivable and payable based upon its estimated income tax position.

Earnings per share ("EPS")

Basic net income (loss) per common share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of Class A and Class B common stock outstanding and assumed outstanding common stock during the period.

Diluted net income (loss) per common share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of Class A and Class B common stock and potential shares of common stock outstanding during the period.

Net income (loss) attributable to common stockholders is computed by deducting the dividends declared in the period on the Company’s preferred stock, if any, from net income (loss).

The impact from potential shares of common stock on the diluted earnings per share calculation are included when dilutive.

Potential shares of Class A common stock consisting of shares underlying employee share awards and outstanding warrants are computed using the treasury stock method.

Potentially dilutive shares are only included in the amount of dilutive shares if their impact results in dilution to net income (loss) per share.

The Company's common stock consists of two classes of common stock, Class A and Class B.

Holders of Class A common stock generally have the same rights, including rights to dividends, as holders of Class B common stock, except that holders of Class A common stock have one vote per share while holders of Class B common stock have ten votes per share.

Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A

common stock.

As such, basic and fully diluted earnings per share for Class A common stock and for Class B common stock are the same.

The Company has never declared or paid any cash dividends on either Class A or Class B common stock.

Accounting standards adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments.

The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss.

The new standard also requires companies to disclose the title and position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment.

The Company adopted the disclosure requirements of ASU 2023-07 during the year ended December 31, 2024.

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09") that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid.

The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.

The Company adopted the requirements of ASU 2023-09 during the year ended December 31, 2025.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 requires in-scope crypto assets (including the Company's bitcoin holdings) to be measured at fair value in the consolidated statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period.

ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard.

The Company adopted this guidance effective January 1, 2025 on a prospective basis.

Given the Company did not hold any in-scope digital assets prior to January 1, 2025, there was no cumulative-effect adjustment as a result of the adoption of ASU 2023-08.

Accounting standards not yet adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires entities to disaggregate in a tabular presentation disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

Specifically, ASU 2024-03 requires disaggregation of expense captions that include any of the following natural expenses:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses.

The requirements are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and are required to be applied prospectively with the option for retrospective application.

Early adoption is permitted.

The Company adopted ASU 2023-07 on January 1, 2024.

The amendments

will be applied retrospectively to all prior periods presented in the accompanying financial statements.

The adoption of ASU 2023-07 has

not had a material effect on the Company’s statements and disclosures.

Property and Equipment

Property and equipment consisted of the following:

Office equipment

Accumulated depreciation

During the year ended December 31, 2024 and 2023,

the Company recorded depreciation of $ 2,711 and $ 734 , respectively.

Intangible Assets

Intangible assets consist of the following:

Purchased software

Discord server

Right of literary work entitled

On November 10, 2023, the Company entered into

an asset purchase agreement (the “Asset Purchase Agreement”).

Under the Asset Purchase Agreement, the Company agreed to purchase

all of the right, title, and interest in and to substantially all of the assets and properties and used in connection with their business

of Discord development, social media, online community management, marketing, and business-to-business software-as-a-service that offers

sales, service, marketing, and analytics for the payment of $ 100,000 in cash (“Purchase software”).

The Company determined

the asset has indefinite useful lived.

On June 21, 2024, the Company entered into an

asset purchase agreement (the “Asset Purchase Agreement”).

Under the Asset Purchase Agreement, the Company agreed to purchase

all of the right, title, and interest in and to substantially all of the assets and properties owned by the Seller and used in connection

with its business of Discord development, social media, online community management, marketing, and analytics for the payment of $ 200,000

in cash and the issuance of 25,000 shares of Class B Common Stock valued at $ 9,500 (“Discord server”).

The Company determined

the asset has indefinite useful lived.

On November 15, 2024, the Company entered into a asset purchase agreement.

Under this agreement, the Company agreed to purchase all of

the right, title, and interest in and to the assets, properties and rights owned by the Seller and used in connection with its business

of Discord development, social media, online community management, marketing, and analytics for the payment of $ 40,000 in cash (“Discord

The Company determined the asset has indefinite useful lived.

On November 25, 2024, the Company entered into

a Purchase Agreement (the "Agreement") with Jeff Blue ("Owner") regarding the literary work entitled "One Step

From Xero to #1:

Becoming Linkin Park" (the "Work").

Under the terms of the Agreement, the Company has acquired

a 50 % ownership interest in the film, TV, streaming, and other media adaptation rights to the Work.

The Agreement stipulates several conditions

precedent, including approval of the chain-of-title to the Work by the Company, and receipt of necessary tax forms and other documents

for payment processing.

In consideration of the rights granted, the Company paid $ 160,000 (“Right of literary work entitled”).

The Company determined the asset has indefinite useful lived.

Stockholders’ Equity

Authorized Capital Stock

On June 27, 2024, the Company filed a Certificate

of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary of State of the State of Nevada authorizing a 1-for-5

reverse stock split of the Company’s issued and outstanding shares of class A common stock and class B common stock.

of the Reverse Stock Split, the Company will be authorized to issue 40,000,000 shares of common stock, consisting of 2,000,000 shares

of Class A Common Stock and 38,000,000 shares of Class B Common Stock.

Preferred Stock

The Company shall have the authority to issue

the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors

of the Company.

Series A Convertible Preferred Stock

On May 24, 2024, the Company filed a Certificate

of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the

State of Nevada designating 660 shares of the Company’s Preferred Stock, $ 0.0001 par value per share, as

“Series A Convertible Preferred Stock,” and setting forth the voting and other powers, preferences and relative, participating,

optional or other rights of the Series A Preferred Stock.

Each share of Series A Preferred Stock has an initial stated value (“Stated

Value”) of $ 10,000 per share.

The Series A Preferred Stock, with respect to

the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to

all capital stock of the Company unless the holders of the majority of the outstanding shares of Series A Preferred Stock consent to the

creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock.

Holders of Series A Preferred Stock will be entitled

to receive cumulative dividends, in shares of Class B Common Stock or cash on the Stated Value at an annual rate of 6 % (which will

increase to 12 % if a Triggering Event (as defined in the Certificate of Designation) occurs.

Dividends will be payable upon conversion

of the Series A Preferred Stock or upon any redemption.

Holders of Series A Preferred Stock will be entitled

to convert shares of Series A Preferred Stock into a number of shares of Class B Common Stock determined by dividing the Stated Value

(plus any accrued but unpaid dividends and other amounts due, unless paid by the Company in cash) by the conversion price of the Series

A Preferred Stock (the “Conversion Price”).

The initial Conversion Price is $ 0.75 , subject to adjustment including adjustments

due to full-ratchet anti-dilution provisions.

Holders may elect to convert shares of Series A Preferred Stock to Class B Common Stock

at an alternate Conversion Price equal to 85 % (or 70 % if the Company’s Class B Common Stock is suspended from trading

on or delisted from a principal trading market or upon occurrence of a Triggering Event) of the average lowest daily volume weighed average

price of the Class B Common Stock during the Alternate Conversion Measuring Period (as defined in the Certificate of Designation).

On September 4, 2024, the Company, filed an amendment

(the “Second Amended Designation”) to the Certificate of Designation of Series A Convertible Preferred Stock of the Company

(as amended, the “Certificate of Designation”), which amended the original Certificate of Designation, as amended by the Certificate

of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State

of Nevada on June 14, 2024, by providing that amendments may be made to the beneficial ownership limitation provisions of the Certificate

of Designation.

The Second Amended Designation became effective immediately upon filing.

Immediately after the filing of the Second Amended

Designation, the Company filed an amendment (the “Third Amended Designation”) to the Certificate of Designation to amend the

conversion and beneficial ownership limitation provisions of the Certificate of Designation.

The conversion provisions were amended to

provide that a holder of Series A Convertible Preferred Stock, $ 0.0001 par value per share (the “Series A Preferred Stock”),

is not prohibited from delivering a Conversion Notice (as defined by the Certificate of Designation) while another Conversion Notice remains

The beneficial ownership provisions were amended to provide that any conversion of shares of Series A Preferred Stock that

would result in the holder beneficially owning in excess of 4.99 % of the shares of Class B Common Stock, $ 0.0001 par value per share (“Class

B Common Stock”), will not be effected, and the shares of Class B Common Stock that would cause such excess will be held in abeyance

and not issued to the holder until the date the Company is notified by the holder that its ownership is less than 4.99 %, at the applicable

Conversion Price (as defined by the Certificate of Designation), and subject to the holder’s compliance with other applicable procedural

requirements for conversion.

The Third Amended Designation became effective immediately upon filing.

Securities Purchase Agreement

Series A Convertible Preferred Stock

On May 24, 2024, the Company entered into a securities

purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”) for the issuance and sale of up

to 330 shares of the Company’s newly designated Series A Convertible Preferred Stock, $ 0.0001 par value per share

(“Series A Preferred Stock”), for maximum gross proceeds of $ 3,000,000 .

Pursuant to the Purchase Agreement, the Company is

required to issue and sell 165 shares of Series A Preferred Stock at each of two closings subject to the satisfaction of the

terms and conditions for each closing.

The first closing (the “First Closing”) occurred on May 24, 2024 for the issuance and

sale of 165 shares of Series A Preferred Stock for gross proceeds of $ 1,500,000 .

The second closing (the “Second Closing”),

for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds of $ 1,500,000 , will occur on the first

business day on which the conditions specified in the Purchase Agreement for the Second Closing are satisfied or waived, including the

filing and effectiveness of the Registration Statement and the effectiveness of the Stockholder Consent.

In addition, the Company issued

a warrant to Boustead for the purchase of 30,800 shares of Class B Common Stock with an exercise price of $ 3.75 per share.

The warrant is exercisable for a period of five years and contains cashless exercise provisions.

The Company received $ 1,345,000 ,

net of offering cost of $ 155,000 .

The Second Closing, for the issuance and sale

of 165 shares of Series A Preferred Stock for gross proceeds of $ 1,500,000 , occurred on July 29, 2024, which was the first business

day on which the conditions specified in the Purchase Agreement for the Second Closing were satisfied or waived.

The Company received

$ 1,302,500 , net of offering cost of $ 197,500 .

On the date of the Second Closing, the Company

was required to issue a warrant to Boustead Securities, LLC for the purchase of 30,800 shares of Class B Common Stock, equal

to 7 % of the number of shares of Class B Common Stock that may be issued upon conversion of the shares of Series A Preferred Stock

sold at the Second Closing at the initial Conversion Price of $ 3.75 per share, subject to the Exchange Limitation before the effectiveness

of the Stockholder Approval (the “Fourth Tail Warrant”).

The Fourth Tail Warrant has an exercise price of $ 3.75 per share.

On July 30, 2024, Boustead’s rights to the

Fourth Tail Warrant were assigned to an assignee.

The Fourth Tail Warrant was consequently cancelled and a new warrant was issued to the

assignee as of July 29, 2024.

During the year ended December 31, 2024, the Company

issued 330 shares of Series A Convertible Preferred Stock for $ 2,647,500 , net of discount.

During the year ended December 31, 2024, 230 shares

of Series A Convertible Preferred Stock valued at $ 2,354,110 including dividend of $ 54,110 converted into 4,293,312 shares of Class B

The Company had 100 shares of Series A Convertible

Preferred Stock issued and outstanding as of December 31, 2024.

Waiver of agreement

On September 20, 2024, the Company entered into a

Waiver and Consent, dated as of September 20, 2024 (the “Ionic ATM Waiver”), between the Company and Ionic Ventures, LLC (“Ionic”),

the sole holder of the Company’s Series A Convertible Preferred Stock, $ 0.0001 par value per share (“Series A Preferred Stock”).

Pursuant to the Waiver and Consent, Ionic waived any prohibition, restriction or adverse adjustment that would otherwise apply to any

action of the Company relating to an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933,

as amended (the “Securities Act”)), of equity securities of up to $ 5 million (“Waived ATM”) under the Securities

Purchase Agreement, dated as of May 24, 2024, between the Company and Ionic.

Pursuant to the Ionic ATM Waiver, regardless of the terms

and conditions of the Ionic Purchase Agreement and the Series A Certificate of Designation, the Company may at any time enter into any

agreement relating to a Waived ATM, the filing of a prospectus supplement to a prospectus contained in an effective registration statement

that was filed under the Securities Act relating to a Waived ATM, the announcement of a Waived ATM, the issuance, offer, sale, or grant

of any shares of the Company’s Class B Common Stock, $ 0.0001 par value per share (“Class B Common Stock”), relating

to a Waived ATM, or the issuance, offer, sale, or grant of any securities in connection with either the provision of goods or services

or settlement of any obligations that may otherwise arise with respect to a Waived ATM.

In addition, pursuant to the Ionic ATM Waiver,

Ionic waived any adjustment to the applicable Conversion Price (as defined in the Series A Certificate of Designation), which partly determines

the number of shares of Class B Common Stock issuable upon conversion of a share of Series A Preferred Stock, that would otherwise occur

as a result of any Waived ATM under the terms of the Series A Certificate of Designation.

On September 26, 2024, the Company entered into a

Limited Waiver and Consent, dated as of September 26, 2024 (the “Boustead ATM Waiver”), between the Company and Boustead Securities,

Pursuant to the Boustead ATM Waiver, Boustead waived any condition on, restriction on, compensation rights, or rights of first refusal

that would be applicable under the letter agreement, dated November 29, 2021, between the Company and Boustead (the “Boustead Engagement

Letter”) and the Underwriting Agreement, dated as of February 2, 2023, between the Company and Boustead (as representative of the

underwriters named therein) in relation to an “at the market offering” (as defined in Rule 415(a)(4) under the Securities

Act of 1933, as amended (the “Securities Act”)) of equity securities of up to $ 5 million (a “Boustead Waived ATM”).

Pursuant to the Boustead ATM Waiver, the Company may at any time enter into any agreement relating to a Boustead Waived ATM, the filing

of a prospectus supplement to a prospectus contained in an effective registration statement that was filed under the Securities Act relating

to a Boustead Waived ATM, the announcement of a Boustead Waived ATM, the issuance, offer, sale, or grant of any shares of the Class B

Common Stock relating to a Boustead Waived ATM, or the issuance, offer, sale, or grant of any securities in connection with either the

provision of goods or services or settlement of any obligations that may otherwise arise with respect to a Boustead Waived ATM.

As consideration,

the Boustead ATM Waiver provides that the Company will promptly pay Boustead 3.0 % of the gross sales price of all shares of Class B Common

Stock sold in connection with any Boustead Waived ATM until the end of the applicability of the provisions of the right of first refusal

provisions of the Boustead Engagement Letter.

The Company does not expect the additional disclosure requirements under ASU 2024-03 to have a material impact on the consolidated financial statements.

(3) Digital Assets, at Fair Value

The Company accounts for its digital assets, which are comprised solely of bitcoin, in accordance with ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets .

The Company’s digital assets are initially recorded at cost, inclusive of transaction costs and fees.

The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on the Coinbase exchange, resulting in their classification as Level 1 instruments.

Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets, at fair value.

As of December 31, 2025, there are no contractual restrictions on the Company's holdings of digital assets.

The following table provides a summary of the changes in the Company's digital assets, at fair value for the period from September 12, 2025 to December 31, 2025 (in thousands):

Period from September 12, 2025 to December 31, 2025

Balance, beginning of period $ —

Acquisitions 862,994

Aggregate cost basis $ 862,994

Change in fair value ( 194,508 )

Balance, end of period $ 668,486

The Company's investments in digital assets are summarized below.

The Company did not hold any investments in digital assets prior to September 12, 2025.

December 31, 2025 December 31, 2024

(Successor) (Predecessor)

Approximate number of bitcoin held 7,627 —

Weighted average acquisition cost $ 113,153 $ —

Fair value per bitcoin $ 87,650 $ —

(4) Business Combinations

Acquisition of Asset Entities, Inc.

On May 6, 2025, the Predecessor entered into the Asset Entities Merger Agreement.

Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc.

was renamed Strive, Inc.

The Company accounted for the transaction as a reverse acquisition under ASC 805, Business Combinations , with SEI being the accounting acquirer based on existing Strive stockholders retaining the majority of the voting interests, as well as the senior management and directors representing the majority of senior management and directors, respectively, following the close of the transaction.

As a result, the Company recognized the assets acquired, including trade names and customer relationship intangible assets, and liabilities assumed at their acquisition date fair value, with goodwill recognized based on the excess of the consideration transferred and the net assets acquired.

None of the goodwill acquired was deductible for tax purposes.

As part of the Asset Entities acquisition, the Predecessor incurred transaction costs of $ 15.7 million during the period from January 1, 2025 to September 11, 2025 and the Successor incurred transaction costs of $ 6.0 million during the period from September 12, 2025 to December 31, 2025.

During the period from September 12, 2025 to December 31, 2025, based on the Company's determination to suspend subscriptions on certain legacy Discord servers acquired as part of the acquisition of Asset Entities and a decline in the price of the Company's Class A common stock, the Company performed a goodwill and intangible asset impairment test.

Based on this assessment, the Company recognized a goodwill and intangible asset impairment charge totaling $ 140.8 million during the period from September 12, 2025 to December 31, 2025.

As of December 31, 2025 and December 31, 2024, the Company had no goodwill.

As of December 31, 2025 and December 31, 2024, the Company had $ 0.4 million and $ 0.2 million of intangible assets, respectively.

The following table summarizes the consideration transferred and the assets acquired and liabilities assumed at their acquisition date fair value (in thousands):

Consideration transferred:

Class A common stock $ 141,140

Each share of Class A Common Stock entitles the

holder to ten ( 10 ) votes, in person or proxy, on any matter on which an action of the stockholders of the Company is sought and is convertible

by the holder into one ( 1 ) share of Class B Common Stock.

As part of a share conversion in March 2022, the

Company converted the 97.56 % membership interest to 1,951,200 shares of Class A Common Stock of the Company.

The Company has reflected

this conversion for all periods presented.

The Company had 1,000,000 and 1,506,406 shares

of Class A Common Stock issued and outstanding as of December 31, 2024 and 2023, respectively.

Class B Common Stock

Each share of Class B Common Stock entitles the

holder to one ( 1 ) vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

Company had 9,060,965 and 1,207,827 shares of Class B Common Stock issued as of December 31, 2024 and 2023, respectively.

Fiscal year 2024

During the year ended December 31, 2024, the Company

issued and cancelled Class B common stock as follows:

● 677,056 shares of Class A common stock were converted into 677,056 shares of Class B common stock

● 124,318 shares of Class

B common stock for cash of $ 194,434 net (Triton Purchase agreement)

● 2,594,157 shares of Class B common stock for cash of $ 2,194,418 net (ATM Alternative Deal)

● 168,354 shares of Class B common stock for restricted stock awards valued at $ 161,753

● 5,000 shares of Class B common stock for purchase of intangible asset valued at $ 9,500

● 4,293,312 shares of Class B common stock for conversion of Series A Convertible Preferred stock.

891,304 shares were not yet issued at December 31, 2024

● 30,067 shares of Class B common stock for cancellation

● 50,000 treasury shares of Class B common stock for cancellation

● 71,008 shares of Class B common stock for reverse stock split adjustment

Fiscal year 2023

During the year ended December 31, 2023, the Company

issued Class B common stock as follows:

● 300,000 shares of Class B common stock issued for cash at $ 7,500,000 in the offering, and after deducting $ 884,880 of underwriting discounts and commissions, the non-accountable expense allowance, and other expenses from the offering, the Company received net proceeds of $ 6,615,120 .

● 52,682 shares of Class B common stock for cash of $ 40,154 net of $ 30,687 in offering costs (Triton Purchase agreement)

● 382,200 shares of Class B restricted stock awards under the 2022 Equity Incentive Plan (“2022 Plan”) to directors and executive officers, valued at $ 3,779,230 .

Treasury stock

During the year ended December 31, 2023, the Company

repurchase 50,000 shares of Class B Common stock at $ 176,876 and recorded as treasury stock as of December 31, 2023.

During 2024, all

the treasury stock was cancelled.

Triton Purchase Agreement

On June 30, 2023, the Company, entered into a

Closing Agreement (the “Closing Agreement”) with Triton.

Under the Closing Agreement, the Company agreed to sell to Triton

shares of class B common stock, $ 0.0001 par value per share, of the Company (the “Class B Common Stock”), having a total value,

as determined under the Closing Agreement, of $ 1,000,000 .

On August 1, 2023, the Company and Triton entered

into an Amended and Restated Closing Agreement (the “Amended and Restated Closing Agreement”).

Subject to the terms of the

Amended and Restated Closing Agreement, the Company may deliver a closing notice (the “Closing Notice”) and issue certain

securities to Triton at any time on or before April 30, 2024, pursuant to which Triton will be obligated to purchase such securities of

the Company with an aggregate value of $ 1,000,000 in the following manner.

Upon delivery of the Closing Notice, Triton must purchase newly-issued

shares of Class B Common Stock of the Company (the “Triton Shares”) in an amount equal to up to 9.99 % of the outstanding shares

of Class B Common Stock following such purchase, plus pre-funded warrants (the “Triton Pre-Funded Warrants” and together with

the Triton Shares, the “Triton Securities”) that may be exercised to purchase an amount of newly-issued shares of Class B

Common Stock (the “Triton Warrant Shares”), such that the aggregate price of the Triton Shares and the Triton Pre-Funded Warrants

together with the exercise price to be paid upon full exercise of the Triton Pre-Funded Warrants will equal a total gross purchase price

of $ 1,000,000 .

Upon the Company’s election to deliver the Closing Notice, the price of each of the Triton Shares will be set at

85 % of the lowest daily volume-weighted average price of the Class B Common Stock during the five (5) business days before and five business

days after the date of the Closing Notice.

On March 27, 2024, the Company delivered a Closing

Notice to Triton (the “Second Closing Notice”) for the purchase of 124,318 shares of the Company’s Class B

Common Stock to Triton Funds LP, a Delaware limited partnership (“Triton”).

The price of the shares was required to be 85 %

of the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior

to the closing of the purchase of the shares (the “Triton Closing”), and the Triton Closing was required to occur within five business days after

the date that the Triton Shares were received by Triton, in accordance with the Amended and Restated Closing Agreement, dated as of August

1, 2023, between the Company and Triton, as amended by the Amendment to Amended and Restated Closing Agreement, dated as of September

27, 2023, between the Company and Triton, the Second Amendment to Amended and Restated Closing Agreement, dated as of December 30, 2023,

between the Company and Triton, and the Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between

the Company and Triton (as amended, the “Amended and Restated Closing Agreement”).

On April 10, 2024, the date of the Triton

Closing, the price of the Triton Shares was determined to be $ 1.70 per share based on the lowest daily volume-weighted average price

of the Class B Common Stock during the five business days prior to the Triton Closing.

In connection with the Triton Closing, pursuant

to the Boustead Engagement Letter and the Underwriting Agreement, the Company paid Boustead, as placement agent compensation, a total

of $ 16,907 , equal to 7 % of the aggregate purchase price and a non-accountable expense allowance equal to 1 % of the aggregate

purchase price for the Triton Shares.

In addition, the Company issued a warrant to Boustead for the purchase of 8,702 shares

of Class B Common Stock, equal to 7 % of the number of the Triton Shares, with an exercise price of $ 1.70 per share, equal to

the purchase price per share of the Triton Shares (the “Tail Warrant”).

The Tail Warrant is exercisable for a period

of five years and contains cashless exercise provisions.

Sales agreement of Class B Common Stock

On September 27, 2024, the Company entered into

a Sales Agreement between the Company and A.G.P./Alliance Global Partners (the “Sales Agent”).

Pursuant to the prospectus

supplement and accompanying base prospectus relating to the offering of the Shares (as defined below), and under terms of the Sales Agreement

and the prospectus supplement and the accompanying base prospectus, filed on September 27, 2024, the Company may, from time to time, in

transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended

(the “Securities Act”), issue and sell through or to the Sales Agent, up to a maximum aggregate amount of $ 1,791,704 of shares

of the Company’s Class B Common Stock, $ 0.0001 par value per share (the “Shares”).

The Company will pay the Sales Agent a cash commission

of 3.0 % of the gross sales price of the Shares sold by the Sales Agent pursuant to the Sales Agreement.

Pursuant to the terms of the Sales

Agreement, the Company also agreed to reimburse the Sales Agent for reasonable fees and expenses, not to exceed $ 60,000 (including but

not limited to the reasonable and documented fees and disbursements of its legal counsel), and additional amounts for annual maintenance

of the Sales Agreement (including but not limited to the reasonable and documented fees and disbursements of its legal counsel) on a quarterly

basis, not to exceed $ 5,000 per quarter.

Equity Incentive Plan

number of shares of Class B Common Stock that may be issued pursuant to awards granted under the 2022 Plan is 550,000 shares.

Awards that may be granted include:

(a) Incentive Stock Options, or ISO (b) Non-statutory Stock Options, (c) Stock Appreciation Rights,

(d) Restricted Stock, the Restricted Stock Units, or RSUs, (f) Stock granted as a bonus or in lieu of another award, and (g) Performance

These awards offer us and our shareholders the possibility of future value, depending on the long-term price appreciation of our

Class B Common Stock and the award holder’s continuing service with us.

shares to directors vest quarterly for one year from the date of grantee’s appointment as a director.

The RSA shares to officers

vest annually over three years from the grant date.

RSA shares are measured at fair market value on the date of grant and stock-based

compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital.

December 31, 2024 and 2023, the Company recorded stock-based compensation expense of $ 1,212,357 and $ 1,295,931 , respectively.

of December 31, 2024 and 2023, 317,420 and 39,200 RSA shares have vested, respectively.

As of December 31, 2024 and 2023, there was $ 1,067,382

and $ 2,483,299 of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average

period of 1.13 and 2.09 years, respectively.

In June and October 2022, the Company issued a

total of 10,500 warrants to purchase Class B Common stock for a success fee of private placements of shares of Class B common stock.

exercise price of warrants is $ 31.25 and expiration date is the date that is five years from the issuance date of each warrant.

accounted for these warrants as equity-classified instruments.

7, 2023, the Company issued 21,000 warrants to purchase Class B Common stock Company’s Class B Common Stock

which is equal to 7 % of the aggregate number of shares of Class B Common Stock sold in the above mentioned initial public offering.

These warrants carry an exercise price of $ 31.25 per share, which is equal to 125 % of the public offering price, subject to

adjustment, the warrants also include a cashless exercise provision;

these warrants may be exercised at any time for five years following

the date of issuance.

On April 17, 2024, the Company issued a total

of 8,702 warrants to purchase Class B Common Stock for a success fee of private placements of shares of Class B common stock.

price of warrants is $ 1.70 and expiration date is the date that is five years from the issuance date of each warrant.

The Company accounted

for these warrants as equity-classified instruments.

In May and July 2024, the Company issued a total

of 61,600 warrants to purchase Class B Common stock for a success fee of private placements of shares of Class B common stock.

price of warrants is $ 3.75 and expiration date is the date that is five years from the issuance date of each warrant.

The Company accounted

for these warrants as equity-classified instruments.

On October 11, 2023, the Company issued warrants

to purchase 3,688 shares of Class B Common Stock as a success fee in connection with a private placement.

The exercise price of the warrants

is $ 1.3447 and the expiration date is the date that is five years from the issuance date of the warrant.

The Company accounted for these

warrants as equity-classified instruments.

A summary of activity during the years ended December

31, 2024 and 2023, follows:

Weighted Weighted

Average Average

Exercise Price Life

Outstanding, December 31, 2022 10,500 $ 31.25 4.68

Assets acquired and liabilities assumed:

Cash and cash equivalents 400

Prepaid expenses 27

Intangible assets 746

Other non-current assets 57

Accounts payable and other liabilities ( 129 )

Total identifiable net assets $ 1,101

Goodwill 140,039

Total $ 141,140

Acquisition of Semler Scientific, Inc.

On September 22, 2025, Strive, Inc.

entered into that certain Agreement and Plan of Merger (the "Semler Scientific Merger Agreement") with Semler Scientific, Inc.

("Semler Scientific") (the "Semler Scientific Merger").

On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive.

As part of the Semler Scientific Merger, the Company incurred transaction costs of $ 6.4 million during the period from September 12, 2025 to December 31, 2025.

The Company expects to account for the transaction as a business combination under ASC 805, Business Combinations , with the Company being considered the acquirer for accounting purposes.

As a result, the Company will recognize the assets acquired and liabilities assumed at their acquisition date fair value.

The initial accounting for the acquisition was not complete at the time this Annual Report on Form 10-K due to the timing of the acquisition.

As a result, full disclosures required under ASC 805-10-50 - Business Combinations cannot be made at this time.

On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $ 100.0 million of the 4.25 % Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific.

In addition, we assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments.

On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $ 90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering (as defined below) (the “Notes Exchange”).

As of January 27, 2026, and following the settlement of the Notes Exchange, $ 10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding.

See Note 10 for more information on the exchange transaction.

On January 16, 2026, in connection with the Semler Scientific merger, we assumed a $ 20.0 million loan with Coinbase Credit Inc.

from Semler Scientific (the “Coinbase Loan”).

On January 27, 2026, we fully retired the Coinbase Loan using cash on hand as well as a portion of net proceeds obtained through the public follow-on offering of SATA Stock.

See Note 10 for more information on the follow-on public offering of SATA Stock.

(5) Short-term investments

Short-term investments consist of U.S.

Treasury Bills that have maturities exceeding three months and less than twelve months at the time of purchase and are stated at amortized cost.

The Company classifies short-term investments as held-to-maturity based on the Company's intent to hold the short-term investment to maturity.

The Company does not hold any

short-term investments as of December 31, 2025.

The Predecessor's short-term investments are summarized below (in thousands):

December 31, 2024

Expiration Amortized Cost Cost Basis Accumulated Accretion Fair Value

1/31/2025 $ 4,243 $ 4,177 $ 66 $ 4,243

2/28/2025 4,163 4,149 14 4,163

3/31/2025 4,202 4,167 35 4,202

4/15/2025 4,147 4,128 19 4,147

Total $ 16,755 $ 16,621 $ 134 $ 16,755

The Company earns a substantial portion of its revenue from investment advisory, consulting services, and subscription revenue.

The table below summarizes the Company's investment advisory fees and other revenue (in thousands):

Successor Predecessor

Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended

December 31, 2024

Investment advisory fees $ 1,495 $ 4,187 $ 3,592

Other revenue 17 35 58

Total revenue $ 1,512 $ 4,222 $ 3,650

No individual customer accounted for 10% or greater of revenue for any period.

(7) Commitments and Contingencies

Office Leases

The Company leases office spaces in Dallas, Texas and Dublin, Ohio under operating lease agreements, which expire in July 2033 and February 2033, respectively.

Under both the Dallas, Texas and Dublin, Ohio leases, the Company has two five-year renewal options.

Under these lease agreements, the Company is required to reimburse the landlord for its share of any common area expenses, which may include certain taxes, utilities, maintenance costs, and other fees.

During the year ended December 31, 2024, the Company, in line with its relocation to Dallas, Texas, reassessed the expected lease term of the Dublin, Ohio office lease, resulting in a reduction of the remaining lease term.

The lease liability was remeasured based on the present value of the remaining lease payments, which resulted in a revised lease liability of approximately $ 1.8 million and a corresponding right-of-use asset of approximately $ 1.8 million as of December 31, 2024.

During the period from January 1, 2025 to September 11, 2025, the Company entered into an agreement to sub-lease the office space in Dublin, Ohio, with the sub-lessee lease term and payments being substantially similar to that of the Company's lease agreement for the same space.

The following table summarizes lease expense, which is included in general and administrative expense, for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 (in thousands):

Successor Predecessor

Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended

December 31, 2024

Fixed lease expense $ 223 $ 431 $ 365

Variable lease expense 105 154 212

Sub-lease income ( 140 ) ( 207 ) —

Total lease expense $ 188 $ 378 $ 577

Supplemental cash flow information related to operating leases for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 is as follows (in thousands):

Successor Predecessor

Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended

December 31, 2024

Supplemental cash flow information:

Right-of-use lease assets obtained in exchange for new operating lease liabilities $ — $ 2,555 $ —

Operating cash outflows from operating leases $ 197 $ 238 $ 274

Change in ROU assets from remeasurement $ — $ — $ 1,103

The operating lease liability for the office leases was determined using a weighted average discount rate of 7.2 % and 9.2 % as of December 31, 2025 and December 31, 2024, respectively.

The following table provides a maturity analysis of the Company's operating lease liability, based on undiscounted cash flows, as of December 31, 2025 (in thousands):

Thereafter 1,886

Total undiscounted operating lease payments $ 5,411

imputed interest ( 1,261 )

Present value of operating lease liability $ 4,150

Contingencies

The Company may be subject to various legal proceedings, claims, and governmental inspections or investigations arising during the ordinary course of business.

The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters.

Fees, expenses, fines, penalties, judgments, or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

When a loss for a legal claim is determined to be probable and the amount of the loss can be reasonably estimated, the Company establishes an accrued liability.

Once established, accruals are adjusted from time to time, as appropriate, in light of additional information.

The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.

Legal fees associated with litigation and similar proceedings are expensed as incurred.

In the event there is at least a reasonable possibility that a loss may be incurred but the Company is unable to estimate the specific or range of amounts of such loss, the Company would disclose such contingencies.

The Company recognizes gain contingencies when the gain becomes realized or realizable.

During 2025, the Predecessor determined its intent to settle existing litigation matters for a settlement amount of $ 0.9 million, of which $ 0.5 million was recovered from insurance, which was recorded as part of employee compensation and benefits for the year ended December 31, 2024.

Further, during the period from January 1, 2025 to September 11, 2025, the Predecessor repurchased outstanding preferred stock held by the employee.

Effective September 10, 2025, the U.S.

Department of Justice Civil Fraud Section, the Department of Health and Human Services (“HHS”), and certain relators entered into a settlement agreement with Semler Scientific resolving alleged violations of the False Claims Act pertaining to submissions of false claims to Medicare Part B for tests performed using certain of its medical devices.

Pursuant to the settlement agreement, Semler Scientific agreed, among other things, to pay $ 29.8 million, and interest at a rate of 4.25 % per annum from April 28, 2025 on such amount, in addition to $ 0.4 million for attorney’s fees for the relators.

Subject to certain exceptions, the settlement releases Semler Scientific from any civil or administrative monetary claims for the covered conduct.

Semler neither admitted nor denied any wrongdoing.

In connection with the settlement, Semler Scientific also entered into a “Corporate Integrity Agreement” with the Office of Inspector General (“OIG”) of HHS whereby it agreed to institute certain compliance and other measures relating to its sales practices and provide reporting to OIG for a five-year period.

(8) Share-based Compensation

Pursuant to the Strive 2022 Equity Incentive Plan, adopted on April 12, 2022, and as amended from time to time (together, the "2022 Plan"), the Company may, subject to the terms and limitations of the 2022 Plan, grant compensatory awards, including restricted stock ("RSAs"), stock appreciation rights, restricted stock units ("RSUs"), incentive stock options, and non-statutory stock options.

Incentive Stock Options

Pursuant to the 2022 Plan, options to purchase shares of the Company's common stock may be granted at an exercise price not less than 100 % of the fair value of the common stock subject to the option on the date the option is granted.

A maximum of 166.0 million shares of common stock ( 8.3 million on a split-adjusted basis) were authorized for issuance under the 2022 Plan.

Of this amount, 166.0 million shares ( 8.3 million on a split-adjusted basis) remain available for future awards as of December 31, 2025.

Restricted Stock and Restricted Stock Units

Pursuant to the 2022 Plan, RSAs and RSUs may be granted to certain employees, directors, and consultants.

Substantially all RSAs and RSUs vest over periods ranging from one to four years , pro-rata over the requisite service period, with the first vesting event occurring at the first anniversary of the award's grant date, with subsequent pro-rata vesting events quarterly thereafter.

The RSU grants also contain a performance condition requiring a Liquidity Event or IPO, as defined in the 2022 Plan, to occur for the vesting of the RSUs.

Compensation cost is recognized using the straight-line method over the requisite service period, to the extent such performance condition is deemed probable, which occurred during the period from September 12, 2025 to December 31, 2025.

The 2022 Plan permits the grant of 58.9 million shares ( 2.9 million on a split-adjusted basis) of common stock, of which 7.7 million ( 384 thousand on a split-adjusted basis) remain available for future awards as of December 31, 2025.

During the period from September 12, 2025 to December 31, 2025, the Company granted 9.2 million RSU awards ( 458 thousand on a split-adjusted basis) to employees with a grant date fair value of $ 44.2 million.

The RSU awards were valued using the market price of our Class A common stock at the grant date.

During the period from September 12, 2025 to December 31, 2025, the Company granted 1.8 million RSU awards ( 89 thousand on a split-adjusted basis) to directors with a grant date fair value of $ 1.9 million.

The RSU awards were valued using the market price of our Class A common stock at the grant date.

During the period from January 1, 2025 to September 11, 2025, the Predecessor granted 43 thousand RSU awards to employees (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 3.0 million RSU awards, or 152 thousand on a split-adjusted basis) with a grant date fair value of $ 2.1 million.

During the year ended December 31, 2024, the Predecessor granted 373 thousand RSU awards to employees (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 26.5 million RSU awards, or 1.3 million on a split-adjusted basis) with a grant date fair value of $ 14.6 million.

The Company recorded $ 21.7 million of share-based compensation expense for the period from September 12, 2025 to December 31, 2025, which is included in employee compensation and benefits.

No such share-based compensation expense was recorded for previous periods.

The following table summarizes awards that have been granted, forfeited, or vested (amounts in thousands, except weighted average grant date fair values):

Weighted Average Weighted Average

Grant Date Grant Date

Fair Value (1)

December 31, 2023 800 $ 0.00040 807 $ 10.69400

Granted — — 1,323 11.00420

Outstanding, December 31, 2023 35,188 $ 28.12 4.05

Vested ( 356 ) 0.00040 — —

Forfeited — — ( 200 ) 10.69400

December 31, 2024 444 $ 0.00040 1,930 $ 10.90680

Granted — — 152 13.68660

Outstanding, December 31, 2024 105,490 $ 11.71 3.92

All of the outstanding warrants are exercisable

as of December 31, 2024.

The intrinsic value of the warrants as of December 31, 2024, is $ 0 .

The Company has not made

a provision for income taxes for the year ended December 31, 2024 and 2023, since the Company has the benefit of net operating losses

in these periods and the Company changed from a limited liability partnership to a C corporation during 2022.

Due to uncertainties

surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of

net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2024.

the year ended December 31, 2024, the Company has incurred a net operating loss (“NOL”) of $ 6,393,932 .

NOLs generated after

December 31, 2017 can be carryforward indefinitely.

A reconciliation

between expected income taxes, computed at the federal income tax rate of 21 % applied to the pretax accounting loss, and the income tax

net expense included in the consolidated statements of operations for the year ended December 31, 2024 and 2023 is as follows:

Income tax expense (credit) at statutory rate

$ ( 1,342,726 )

Vested ( 267 ) 0.00040 — —

Forfeited — — ( 68 ) 11.85640

September 11, 2025 177 $ 0.00040 2,014 $ 11.08500

Granted — — 547 84.27980

Vested ( 177 ) 0.00040 ( 1,739 ) 11.13160

Forfeited — — — —

December 31, 2025 — $ — 822 $ 59.71440

(1) Amounts have been adjusted to reflect the shares underlying such awards after giving effect to the Exchange Ratio as a result of the Asset Entities Merger and the 1-20 reverse split that became effective on February 6, 2026.

As of December 31, 2025, aggregate unrecognized compensation expense for unvested equity awards was $ 43.8 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years.

As of December 31, 2024, aggregate unrecognized compensation expense for unvested equity awards was $ 21.0 million, which is expected to be recognized over a remaining weighted-average period of 3.0 years.

(9) Stockholders' Equity

Common Stock:

Authorized Capital

The Company has 444,000,000,000 ( 22,200,000,000 on a split-adjusted basis) and 21,000,000,000 ( 1,050,000,000 on a split-adjusted basis) authorized shares of Class A and Class B common stock, respectively, all of which have a designated par value of $ 0.001 per share.

Each holder of Class A common stock is entitled to one vote per Class A common share held, while each holder of Class B common stock is entitled to ten votes per Class B common share held.

PIPE Financing

On May 26, 2025, Asset Entities Inc.

and Strive Enterprises, Inc., entered into subscription agreements with certain accredited investors (the "PIPE Subscribers" and the transactions collectively, the "PIPE Transactions"), pursuant to which the PIPE Subscribers agreed to purchase, and the Company agreed to sell, the Company's Class A common stock at a price of $ 1.35 per share ($ 27.00 on a split-adjusted basis), with certain PIPE Subscribers agreeing to purchase pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase shares of Class A common stock at a price of $ 1.3499 ($ 26.9980 on a split-adjusted basis) in lieu of Class A common shares.

Each PIPE Pre-Funded Warrant gives the holder the right to purchase a share of Class A common stock (1/20th of a share of Class A common stock on a split-adjusted basis) at an exercise price of $ 0.0001 per share ($ 0.0020 on a split-adjusted basis).

For each share of Class A common stock and PIPE Pre-Funded Warrant purchased, the holder received a traditional warrant (the "PIPE Traditional Warrants"), which gives the holder the right to purchase a share of Class A common stock (1/20th of a share of Class A common stock on a split-adjusted basis) at an exercise price of $ 1.35 per share ($ 27.00 on a split-adjusted basis).

On September 12, 2025, the Company consummated the PIPE Transactions, pursuant to which it issued 345.5 million shares ( 17.3 million on a split-adjusted basis) of Class A common stock, 209.8 million PIPE Pre-Funded Warrants ( 10.5 million on a split-adjusted basis), and 555.3 million PIPE Traditional Warrants ( 27.8 million on a split-adjusted basis), and received gross proceeds of $ 749.6 million, with the ability to raise $ 749.6 million in additional gross proceeds upon the exercise of such warrants.

Each PIPE Pre-Funded Warrant became immediately exercisable, and will be exercisable until each PIPE Pre-Funded Warrant is exercised in full.

Each PIPE Traditional Warrant became immediately exercisable, and will expire on the first anniversary of the effectiveness date of the registration statement covering the resale of the PIPE securities.

Certain of the Company's officers and directors participated in the PIPE Transactions at equivalent terms as third-party participants.

Certain members of management, or entities controlled by members of management, purchased 0.3 million shares ( 17 thousand on a split-adjusted basis) of Class A common stock and received 0.3 million PIPE Traditional Warrants ( 17 thousand on a split-adjusted basis) through their participation in the PIPE Transactions.

Certain investment funds that are managed by one of the Company's board members, and in which the director has a limited partner and general partner interest in the funds, participated in the PIPE Transactions, purchasing 1.1 million shares ( 56 thousand on a split-adjusted basis) of Class A common stock and 1.1 million Traditional Warrants ( 56 thousand on a split-adjusted basis).

As of December 31, 2025, there are 26.6 million and 54 thousand shares of Class A common stock subject to issuance underlying unexercised PIPE Traditional Warrants and PIPE Pre-Funded Warrants, respectively.

The table below summarizes activity related to the Company's PIPE Traditional Warrants and PIPE Pre-Funded Warrants for the period from September 12, 2025 to December 31, 2025:

Period from September 12, 2025 to December 31, 2025

PIPE Traditional Warrants (1)

PIPE Pre-Funded Warrants (1)

PIPE warrants outstanding, beginning of period — —

Issued 555,259,256 209,771,462

Exercised ( 23,370,554 ) ( 208,699,173 )

PIPE warrants outstanding, end of period 531,888,702 1,072,289

(1) Each warrant gives the holder the right to purchase 1/20th of a share of Class A common stock.

On August 22, 2025, Asset Entities Inc.

and Strive Enterprises, Inc., entered into exchange agreements with certain accredited investors (the "351 Investors" and the transactions collectively, the "351 Exchange"), pursuant to which the Company agreed to issue and exchange 2.7 million shares ( 134 thousand on a split-adjusted basis) of the Company's Class A common stock in exchange for an aggregate amount of 69 bitcoin.

The exchange ratio was determined based on the price of bitcoin on August 22, 2025 and an assumed price of $ 3.00 per share ($ 60.00 on a split-adjusted basis) of Class A common stock.

The 351 Exchange was completed on September 12, 2025, at which time the Company issued 2.7 million shares ( 134 thousand on a split-adjusted basis) of Class A common stock in exchange for 69 bitcoin.

For the period from September 12, 2025 to December 31, 2025, the Company recorded a realized loss of $ 14.7 million based on the difference between the fair value of the Company's Class A common stock at the exchange date and the agreed-upon exchange price, which is recorded in other derivative loss on the Company's consolidated statements of operations.

At-the-Market Common Equity Program

On September 15, 2025, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “ASST Sales Agreement”) with Cantor Fitzgerald & Co.

(the “Agent”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A common stock to or through the Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $ 450.0 million.

During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares ( 1.3 million on a split-adjusted basis) of Class A common stock for aggregate gross proceeds of $ 78.7 million.

As of December 31, 2025, the Company has the availability to raise approximately $ 371.3 million through the issuance and sale of its Class A common stock pursuant to the ASST Sales Agreement.

Share Repurchase Program

On September 15, 2025, the Company's Board of Directors authorized the purchase of up to $ 500.0 million of its Class A common stock through a share repurchase program.

Repurchases may be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements.

Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.

During the period from September 12, 2025 to December 31, 2025, the Company has not repurchased any Class A common stock.

As of December 31, 2025, $ 500.0 million of Class A common stock remains available for repurchase through the share repurchase program.

(10) Redeemable Preferred Stock

Authorized Capital

The Company has 21,000,000,000 authorized shares of preferred stock, which have a designated par value of $ 0.001 per share.

The Company's Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”) is classified within mezzanine

equity as certain events that could cause such outstanding shares to become redeemable are not solely within the control of the Company.

Issuances of the SATA Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the SATA Stock will become redeemable.

The Company has evaluated the probability of a redemption in connection with a Fundamental Change (as defined in the Certificate of Designation (as defined below)).

Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote.

Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date.

Variable Rate Series A Perpetual Preferred Stock

On November 10, 2025, the Company completed a registered public offering of 2,000,000 shares of its SATA Stock, at a price to the public of $ 80.00 per share, for net proceeds of approximately $ 148.4 million, after deducting the underwriting discounts and commissions and the Company’s offering expenses.

The Company filed a certificate of designation (the "Certificate of Designation") with the Nevada Secretary of State designating and establishing the terms of the SATA Stock.

The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol “SATA.” As part of the SATA public offering, at the Company’s request, the underwriters reserved up to 100,000 shares of SATA Stock for sale at the public offering price through a directed share program to certain of the Company’s employees, officers and directors based in the United States and their friends and family members, and certain other individuals identified by management.

Under the directed share program, Vivek Ramaswamy, who beneficially owned more than 5 % of our Class B Common Stock at the time of the offering and is a Principal Stockholder under our Amended and Restated Articles of Incorporation purchased 15,625 shares of SATA Stock for $ 1.3 million.

On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public offering registered under the Securities Act (the "Follow-On Offering").

The Company received approximately $ 109.2 million of net proceeds, after deducting the underwriting discounts and commissions and expected offering expenses, from the issuance of our SATA Stock in the Follow-On Offering.

The SATA Stock accumulates cumulative dividends ("regular dividends") at a variable rate (as described below) per annum on the stated amount of $ 100 per share thereof.

Regular Dividends on the SATA Stock will be payable when, as and if declared by the Company’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month.

The Company has the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods.

The Company’s right to adjust the monthly regular dividend rate per annum is subject to certain restrictions.

For example, the Company is not permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period:

the sum of (1) 25 basis points;

and (2) the excess, if any, of (x) the one-month term secured overnight financing rate (“SOFR”) rate on the first business day of such prior regular dividend period, over (y) the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period;

or (ii) to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before the Company provides notice of the next monthly regular dividend rate per annum.

In addition, the Company is not entitled to elect to reduce the monthly regular dividend rate per annum unless and until (x) three ( 3 ) months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty ( 20 ) consecutive trading days at any time during the three ( 3 ) months following the initial issuance date exceeds $ 100 , (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full, and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $ 99 per share.

The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as the Company believes will maintain SATA Stock’s trading price within its stated long-term range of $ 99 and $ 101 per share.

Declared regular dividends on the SATA Stock will be payable solely in cash.

In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then SATA Compounded Dividends will accumulate on the amount of such unpaid regular dividend, compounded monthly.

As of December 31, 2025, there are no accumulated SATA Compounded Dividends.

The SATA Stock initially had a liquidation preference of $ 100 per share, subject to adjustment as set forth below (the “Liquidation Preference”), with a Liquidation Preference of $ 100 per share as of December 31, 2025.

immediately after the close of business on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of the SATA Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference per share of SATA Stock will be adjusted to be the greatest of (i) the stated amount per share of SATA Stock;

(ii) in the case of any business day with respect to which Strive has, on such business day, executed any sale transaction to be settled by the issuance of SATA Stock, an amount equal to the last reported sale price per share of SATA Stock on the trading day immediately before such business day;

and (iii) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of the ten consecutive trading days (or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day) immediately preceding such business day.

The SATA Stock ranks senior to Strive’s Class A common stock and Class B common stock with respect to the payment of dividends and the distribution of assets upon Strive’s liquidation, dissolution or winding up.

If Strive liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of SATA Stock will be entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid regular dividends and any compounded dividends on, their shares of SATA Stock out of Strive’s assets or funds legally available for distribution to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of the Class A common stock and Class B common stock or other junior stock, if any.

The SATA Stock is junior to Strive’s existing and future indebtedness and structurally junior to the liabilities of Strive’s subsidiaries.

Strive has the right, at its election, to redeem all, or any whole number of shares, of the issued and outstanding SATA Stock, at any time, and from time to time, at a cash redemption price per share of SATA Stock to be redeemed equal to $ 110 (or such higher amount as may be chosen in Strive’s sole discretion, it being understood that such higher amount (or the formula to determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevant notice of redemption), plus accumulated and unpaid regular dividends, if any, thereon to, and including the redemption date.

However, Strive may not redeem less than all of the outstanding SATA Stock unless at least $ 50.0 million aggregate stated amount of the SATA Stock is outstanding and not called for redemption as of the time Strive provides the related redemption notice.

Strive also has the right, at its election, to redeem all, but not less than all, of the SATA Stock, at any time, for cash if the total number of shares of all SATA Stock then outstanding is less than 25 % of the total number of shares of SATA Stock originally issued in the Offering and in any future offering, taken together (such redemption, a “clean-up redemption”).

In addition, Strive has the right to redeem all, but not less than all, of the SATA Stock if certain tax events occur (such redemption, a “tax redemption”).

The redemption price for any SATA Stock to be redeemed pursuant to a clean-up redemption or a tax redemption will be a cash amount equal to the Liquidation Preference of the SATA Stock to be redeemed as of the business day before the date on which Strive provides the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.

If an event that constitutes a “Fundamental Change” under the Certificate of Designation governing the SATA Stock occurs, then, subject to certain limitations, holders of the SATA Stock will have the right to require Strive to repurchase some or all of their shares of SATA Stock at a cash repurchase price equal to the stated amount of the SATA Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the Fundamental Change repurchase date.

The SATA Stock has voting rights with respect to certain amendments to Strive’s articles of incorporation or the Certificate of Designation, certain business combination transactions and certain other matters.

However, holders of the SATA Stock will not always be entitled to vote with holders of Class A common stock on matters on which holders of Class A common stock are entitled to vote.

If (in each case, subject to the Certificate of Designation) less than the full amount of accumulated and unpaid regular dividends on the outstanding SATA Stock have been declared and paid within 60 days of the following regular dividend payment date in respect of each of (i) 12 or more consecutive regular dividend payment dates;

and (ii) 24 or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, if then required under Strive’s articles of incorporation or bylaws in order to increase the size of the board of directors, Strive will obtain board and/or stockholder approval to amend its articles of incorporation to increase the authorized number of its directors by one (or, to the fullest extent permitted under the Nevada Revised Statutes and Strive's articles of incorporation, Strive will cause the office of one director to be vacated) and the holders of the SATA Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the Certificate of Designation) with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, will have the right to elect one director (a “Preferred Stock Director”) to fill such vacant directorship at Strive’s next annual meeting of stockholders (or, if earlier, at a special meeting of Strive’s stockholders called for such purpose).

If, thereafter, all accumulated and unpaid dividends on the outstanding SATA Stock have been paid in full, then the right of the holders of the SATA Stock to elect any Preferred Stock Directors will terminate.

Upon the termination of such right with respect to

the SATA Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a Preferred Stock Director will immediately and automatically terminate (and, if the authorized number of Strive’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of Strive’s directors will automatically decrease by one or two, as applicable).

Dividends on Preferred Stock

During the period from September 12, 2025 to December 31, 2025, the Company declared dividends to holders of SATA Stock of $ 4.3 million, or $ 2.1541 per share of SATA Stock.

The monthly regular dividend rate as of December 31, 2025 per annum was 12.25 %.

At-the-Market Preferred Equity Program

On December 9, 2025, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “SATA Sales Agreement”) with each of Cantor Fitzgerald & Co., Barclays Capital Inc., and Clear Street LLC (each, an "Agent", and collectively the “Agents”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the Agents, acting as the principal and/or agent, having an aggregate sales price of up to $ 500.0 million.

During the period from September 12, 2025 to December 31, 2025, the Company issued 13 thousand shares of SATA Stock for aggregate gross proceeds of $ 1.2 million.

As of December 31, 2025, the Company has the availability to raise approximately $ 498.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.

(11) Basic and Diluted Earnings (Loss) per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common stock outstanding during the respective period.

The impact from potential shares of common stock on the diluted earnings per common share calculation are included only when dilutive.

Basic and diluted earnings (loss) per common share are calculated as follows (in thousands, except for share and per share data):

Successor Predecessor

Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended

December 31, 2024

Net loss $ ( 393,598 ) $ ( 26,990 ) $ ( 21,580 )

Dividends on preferred stock

( 4,320 ) — —

Income tax adjustment

Stock based compensation

Change of valuation allowance

Income tax expense (credit)

Net deferred tax assets consist of the following

components as of:

Operating loss carry forward

Valuation allowance

Net loss attributable to common stockholders - Basic

$ ( 397,918 ) $ ( 26,990 ) $ ( 21,580 )

Deferred tax asset

Basic and diluted weighted average shares of common stock outstanding 43,997,862 2,299,243 2,213,424

Income (loss) per common share:

Basic income (loss) per common share $ ( 9.04 ) $ ( 11.74 ) $ ( 9.75 )

Diluted income (loss) per common share $ ( 9.04 ) $ ( 11.74 ) $ ( 9.75 )

During the period from September 12, 2025 to December 31, 2025, 5.4 million weighted-average shares of potential common stock related to outstanding warrants and stock awards were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive.

During the period from January 1, 2025 to September 11, 2025, 1.2 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.

During the year ended December 31, 2024, 1.1 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.

(12) Income Taxes

The Company had no income tax benefit or expense during the period from September 12, 2025 to December 31, 2025, the period from July 1, 2025 to September 11, 2025, the three months ended December 31, 2024, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024, which was driven by net taxable losses generated.

The Company had no net deferred tax asset as of December 31, 2025 and December 31, 2024 due to the establishment of a full valuation allowance.

The entire loss from continuing operations before income taxes is attributable to the United States and no cash income taxes were paid during the aforementioned periods.

The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company's loss before income taxes as follows (amounts in thousands, other than percentages):

Successor Predecessor

Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended

December 31, 2024

Amount Percent Amount Percent Amount Percent

federal statutory income tax rate $ ( 82,656 ) 21.0 % $ ( 5,668 ) 21.0 % $ ( 4,532 ) 21.0 %

Nontaxable and nondeductible items:

Non-deductible goodwill impairment 29,408 ( 7.5 ) % — — % — — %

Non-deductible transaction expenses 1,694 ( 0.4 ) % 3,301 ( 12.2 ) % — — %

Non-deductible officers compensation 10,559 ( 2.7 ) % — — % — — %

Other nondeductible items:

Other permanent differences 3,121 ( 0.8 ) % — — % 21 ( 0.1 ) %

Other reconciling items:

Share-based compensation ( 12,939 ) 3.3 % — — % — — %

Change in valuation allowance 50,813 ( 12.9 ) % 2,367 ( 8.8 ) % 4,511 ( 20.9 ) %

Effective income tax rate $ — — % $ — — % $ — — %

The Company is subject to U.S.

federal, state and local tax examinations by tax authorities for the periods from December 31, 2022 through December 31, 2024.

To the extent necessary, the Company recognizes interest and penalties related to income tax matters as a component of income tax expense.

There were no material uncertain tax positions as of December 31, 2025 or December 31, 2024.

For all periods presented, the Company has not recognized any interest or penalties related to uncertain tax positions.

The components of deferred income tax assets and deferred tax liabilities as of December 31, 2025 and December 31, 2024 are shown below (in thousands):

2025 December 31,

(Successor) (Predecessor)

Deferred tax assets:

Net operating loss carryforwards $ 26,748 $ 11,723

Other accruals — 72

Lease liabilities 1,019 375

Digital assets 46,443 —

Capitalized start-up costs 158 35

Share-based compensation expense 1,434 —

Charitable contribution carryforward 46 35

Gross deferred tax assets $ 75,848 12,338

valuation allowances ( 74,719 ) ( 11,828 )

Deferred tax assets, net $ 1,129 $ 510

Deferred tax liabilities:

Right of use assets ( 992 ) ( 375 )

Property and equipment ( 137 ) ( 126 )

Intangible assets — ( 9 )

Gross deferred tax liabilities $ ( 1,129 ) $ ( 510 )

Net deferred tax asset $ — $ —

As of December 31, 2025 and December 31, 2024, the Company had available net operating loss carryforwards of $ 204.5 million and $ 87.5 million, respectively.

As of December 31, 2025 and December 31, 2024, $ 110.4 million and $ 48.5 million, respectively, of the carryforwards have an indefinite life, while $ 94.1 million and $ 39.1 million, respectively, begin to expire in 2044.

At both December 31, 2025 and December 31, 2024, the Company had a full valuation allowance against its loss carryforwards based on the conclusion it is not more likely than not that some or all of its deferred tax assets will be realized based on the Company's history of taxable losses and uncertainty as to future income generation.

Internal Revenue Code ("IRC") Section 382 addresses company ownership changes and specifically limits the utilization of certain deduction and tax attributes on an annual basis.

As a result of the Asset Entities Merger and the Semler Scientific Merger, the Company's tax attributes, including net operating losses, may be subject to IRC Section 382 limitations.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax reform provisions, was signed into law in the United States.

The OBBBA did not have a material impact on our annual effective tax rate during the year ended December 31, 2025 and we do not expect it to have a material impact on our effective tax rate during the year ended December 31, 2026.

(13) Segment Information

Beginning in 2025, the Company's management directs operations as two reportable operating segments, the “Asset Management” segment, which provides investment advisory services and the "Corporate & Other" segment, which includes the Company's bitcoin treasury operations.

Prior to 2025, the Company's management evaluated performance and allocated resources in consideration of only one operating segment, the Asset Management segment, as the Company's sole operations were related to its asset management business, with no consideration of a potential bitcoin treasury strategy.

As a result, prior to 2025, all revenues and expenses were related to the Company's Asset Management segment.

Beginning in 2025, costs that are not directly allocable to a specific operating segment, including, but not limited to, employee-related costs, general and administrative expenses, such as rent expense, and depreciation and amortization, are allocated using a reasonable allocation methodology, which is primarily represented by the relative percentage of resources used by each segment.

The Company's CODM is its Chief Executive Officer, who utilizes key financial metrics, including net income (loss), to assess performance and make decisions regarding allocation of resources, such as capital allocation, determining compensation, and managing costs.

The CODM also evaluates significant revenues and expenses by reportable segment to evaluate key operating decisions.

The following summarizes the information reviewed by the CODM to evaluate the net income (loss) of the Company's Asset Management and Corporate & Other for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 (amounts in thousands):

Period from September 12, 2025 to December 31, 2025 (Successor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 1,495 $ — $ 1,495

Other revenue — 17 17

Total revenues 1,495 17 1,512

Operating expenses:

Fund management and administration 1,867 — 1,867

Employee compensation and benefits 4,932 22,707 27,639

General and administrative expense 631 3,050 3,681

Marketing and advertising 19 132 151

Depreciation and amortization — 71 71

Total operating expenses 7,449 25,960 33,409

Investment gains/(losses):

Net unrealized loss on digital assets, at fair value — ( 194,508 ) ( 194,508 )

Other derivative loss — ( 14,731 ) ( 14,731 )

Net investment gains/(losses) — ( 209,239 ) ( 209,239 )

Net operating loss ( 5,954 ) ( 235,182 ) ( 241,136 )

Other income/(expense):

Other income 15 708 723

Transaction costs — ( 12,400 ) ( 12,400 )

Goodwill and intangible asset impairment — ( 140,785 ) ( 140,785 )

Total other income/(expense) 15 ( 152,477 ) ( 152,462 )

Net loss before income taxes ( 5,939 ) ( 387,659 ) ( 393,598 )

Income tax benefit/(expense) — — —

Net loss $ ( 5,939 ) $ ( 387,659 ) $ ( 393,598 )

Period from January 1, 2025 to September 11, 2025 (Predecessor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 4,187 $ — $ 4,187

Other revenue 7 28 35

Total revenues 4,194 28 4,222

Operating expenses:

Fund management and administration 4,250 — 4,250

Employee compensation and benefits 4,861 2,361 7,222

General and administrative expense 2,672 1,557 4,229

Marketing and advertising 88 143 231

Depreciation and amortization 52 97 149

Total operating expenses 11,923 4,158 16,081

Investment gains/(losses):

Net unrealized loss on digital assets, at fair value — — —

Other derivative loss — — —

Net investment gains/(losses) — — —

Net operating loss ( 7,729 ) ( 4,130 ) ( 11,859 )

Other income/(expense):

Other income 360 226 586

Transaction costs — ( 15,717 ) ( 15,717 )

Goodwill and intangible asset impairment — — —

Total other income/(expense) 360 ( 15,491 ) ( 15,131 )

Net loss before income taxes ( 7,369 ) ( 19,621 ) ( 26,990 )

Income tax benefit/(expense) — — —

Net loss $ ( 7,369 ) $ ( 19,621 ) $ ( 26,990 )

Year Ended December 31, 2024 (Predecessor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 3,592 $ — $ 3,592

Other revenue 58 — 58

Total revenues 3,650 — 3,650

Operating expenses:

Fund management and administration 4,867 — 4,867

Employee compensation and benefits 9,135 — 9,135

General and administrative expense 11,248 — 11,248

Marketing and advertising 862 — 862

Depreciation and amortization 192 — 192

Total operating expenses 26,304 — 26,304

Investment gains/(losses):

Net unrealized loss on digital assets, at fair value — — —

Other derivative loss — — —

Net investment gains/(losses) — — —

Net operating loss ( 22,654 ) — ( 22,654 )

Other income/(expense):

Other income 795 — 795

Transaction costs — — —

Gain on lease remeasurement 279 — 279

Goodwill and intangible asset impairment — — —

Total other income/(expense) 1,074 — 1,074

Net loss before income taxes ( 21,580 ) — ( 21,580 )

Income tax benefit/(expense) — — —

Net loss $ ( 21,580 ) $ — $ ( 21,580 )

The total assets of the Company's operating segments are summarized as follows (in thousands):

December 31, 2025 December 31, 2024

(Successor) (Predecessor)

Asset Management $ 1,279 $ 28,197

Corporate & Other 744,248 —

Total $ 745,527 $ 28,197

(14) Subsequent Events

evaluated all events from the date of the balance sheet, which was December 31, 2024 through March 31, 2025 which was the date these

financial statements were available to be issue.

Based on our evaluation no material events have occurred that require disclosure

other than below.

21, 2025, the conversion price at initial price is amended from $ 0.75 to $ 3.75 .

As of February

14, 2025, the Company has sold $ 5,489,371 in relation of Sales Agreement (the “ATM Sales”) between the Company and Alliance

Global Partners with up to a maximum aggregate amount of $ 5,489,399 of shares of the Company’s Class B Common Stock, $ 0.0001 par

value per share.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

March 31, 2025

Digital asset, STRC Stock, and cash and cash equivalents update

During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $ 81,092 per bitcoin, inclusive of fees and expenses.

In March 2026, we made an initial investment of $ 50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.

As of March 17, 2026, the Company held $ 83.7 million of cash and cash equivalents and held STRC Stock with a fair value of $ 50.4 million.

The Company's bitcoin treasury totaled 13,628 bitcoin as of March 17, 2026.

Capital stock update

As of March 17, 2026, the Company had 59,286,628 and 9,872,157 shares of Class A common stock and Class B common stock outstanding, respectively.

As of March 17, 2026, the Company had 4,275,118 shares of SATA Stock outstanding, which currently pays a monthly regular dividend rate per annum of 12.75 %.

Exercises of PIPE Pre-Funded Warrants

During the period from January 1, 2026 to March 17, 2026, 1,072,289 PIPE Pre-Funded Warrants were exercised for shares of Class A common stock.

As of March 17, 2026, no PIPE Pre-Funded Warrants remain outstanding.

Exercises of PIPE Traditional Warrants

There were no exercises of PIPE Traditional Warrants during the period from January 1, 2026 to March 17, 2026.

As of March 17, 2026, 26,594,435 shares of Class A common stock are subject to issuance underlying unexercised PIPE Traditional Warrants.

At-the-market offerings

During the period from January 1, 2026 to March 17, 2026, the Company issued an aggregate of 8,182,150 shares of its Class A common stock under the ASST Sales Agreement for aggregate gross proceeds of $ 95.0 million.

As of March 17, 2026, the Company has the availability to raise approximately $ 276.3 million through the issuance and sale of its Class A common stock pursuant to the ASST Sales Agreement.

During the period from January 1, 2026 to March 17, 2026, the Company issued an aggregate of 12,390 shares of its SATA Stock under the SATA Sales Agreement for aggregate gross proceeds of $ 1.2 million.

As of March 17, 2026, the Company has the availability to raise approximately $ 497.6 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.

Other updates

In accordance with the employment terms previously approved and as disclosed in Strive, Inc.’s Form 8-K on September 15, 2025, the board of directors approved the issuance of 702,856 RSUs to the Company’s Chairman and Chief Executive Officer, Matthew Cole, which will vest over five substantially equal installments on each of the first five anniversaries of September 12, 2025 through September 12, 2030, subject to the terms of the RSU agreement and Mr.

Cole’s continued employment through each applicable vesting date.

The Company has evaluated subsequent events through the date of the issuance of this Annual Report and determined that, except as disclosed within these consolidated financial statements, there have been no other events that have occurred that would require accrual or additional disclosure.

INDEX TO EXHIBITS

Number Description

2.1** Agreement and Plan of Merger among Asset Entities Inc., Alpha Merger Sub, LLC, Strive Enterprises, Inc., and Strive Asset Management, LLC, dated as of May 6, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 7, 2025).

2.2** Amended and Restated Agreement and Plan of Merger among Asset Entities Inc., Alpha Merger Sub, Inc.

and Strive Enterprises, Inc., dated as of June 27, 2025 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on July 3, 2025).

2.3** Agreement and Plan of Merger, dated as of September 22, 2025, by and between Strive, Inc.

and Semler Scientific, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 22, 2025).

2.4 Amendment to the Merger Agreement, dated as of December 3, 2025, to that certain Agreement and Plan of Merger, dated as of September 22, 2025, by and among Strive, Inc., Strive Merger Sub, Inc., and Semler Scientific, Inc.

by and among Strive, Inc., Strive Merger Sub, Inc., and Semler Scientific, Inc.

(incorporated by reference to Annex B to the Company’s definitive information statement/proxy statement/prospectus filed December 5, 2025).

3.1 Amended and Restated Articles of Incorporation of Strive, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

3.2 Certificate of Amendment, dated October 8, 2025 (effective December 31, 2025), and Certificate of Correction, dated October 13, 2025, to the Amended and Restated Articles of Incorporation of Strive, Inc., as filed with the Secretary of State of the State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 14, 2025).

3.3 Amended and Restated Bylaws of Strive, Inc.

(effective December 31, 2025) (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 14, 2025).

3.4 Certificate of Designation of Variable Rate Series A Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 10, 2025).

3.5 Certificate of Amendment for Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on December 9, 2025 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 9, 2025).

3.6 Certificate of Change of Strive, Inc., as filed with the Nevada Secretary of State on February 3, 2026 and effective on February 6, 2026 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on February 3, 2026).

4.1* Description of Capital Stock.

4.2 Shareholders Agreement, dated as of September 12, 2025, by and among the Company and the shareholders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.3 Registration Rights Agreement, dated as of September 12, 2025, by and among Strive, Inc.

and the persons listed on Schedule A thereto (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.4 First Amendment to the First Amended and Restated Investors’ Rights Agreement, dated as of September 12, 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.5 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.6 Form of Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.7 Form of Certificate of Variable Rate Series A Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 10, 2025).

4.8 Form of Global Note, representing Semler Scientific, Inc.’s 4.25% Convertible Senior Notes due 2030 (included in Exhibit 10.34).

10.1 Letter Agreement between Asset Entities Inc.

and Arshia Sarkhani, dated as of March 27, 2025 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on March 31, 2025).

10.2 Letter Agreement between Asset Entities Inc.

and Matthew Krueger, dated as of March 27, 2025 (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed on March 31, 2025).

10.3 Letter Agreement between Asset Entities Inc.

and Kyle Fairbanks, dated as of March 27, 2025 (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on March 31, 2025).

10.4 Letter Agreement between Asset Entities Inc.

and Arman Sarkhani, dated as of March 27, 2025 (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on March 31, 2025).

10.5 Letter Agreement between Asset Entities Inc.

and Jackson Fairbanks, dated as of March 27, 2025 (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed on March 31, 2025).

10.6 Consulting Letter Agreement between Asset Entities Inc.

and Michael Gaubert, dated as of March 27, 2025 (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed on March 31, 2025).

10.7 Amended and Restated Waiver and Consent, dated as of March 20, 2025, between Asset Entities Inc.

and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2025).

10.8** Voting and Support Agreement by and among Strive Enterprises, Inc.

and certain stockholders of Asset Entities Inc., dated as of May 6, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2025).

10.9 Form of Subscription Agreement, dated May 26, 2025, by and among Asset Entities Inc., Strive Enterprises, Inc.

and the subscribers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 27, 2025).

10.10 Amended and Restated Voting and Support Agreement by and among Strive Enterprises, Inc.

and certain stockholders of Asset Entities Inc., dated as of June 27, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 3, 2025).

10.11 Assignment and Assumption Agreement dated August 18, 2025, by and among Asset Entities Inc., Hybrid Assets LLC and Jeff Blue (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 20, 2025).

10.12 Letter Agreement dated August 18, 2025, between Asset Entities Inc.

and Hybrid Assets LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 20, 2025).

10.13 Form of Exchange Agreement, dated August 22, 2025, by and among Asset Entities Inc., Strive Enterprises, Inc.

and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2025).

10.14 Notice of Termination between Asset Entities Inc.

and A.G.P./Alliance Global Partners, dated as of September 8, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

10.15† Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

10.16 Separation Agreement and Release of Claims between Asset Entities Inc.

and Matthew Krueger, dated as of September 10, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

10.17 Separation Agreement and Release of Claims between Asset Entities Inc.

and Michael Gaubert, dated as of September 10, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

10.18 Form of Amendment No.

1 to the Sale and Subscription Agreements, dated as of September 15, 2025, by and between Strive, Inc.

and the subscribers party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025).

10.19 Controlled Equity Offering SM Sales Agreement, dated as of September 15, 2025, by and between, Strive, Inc.

and Cantor Fitzgerald & Co.

(incorporated by reference to Exhibit 1.2 to the Form S-3 filed on September 15, 2025 (File No.

333-290252)).

10.20† Amended and Restated Strive Enterprises, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form S-4 filed on August 5, 2025 (File No.

333-289280)).

10.21† Form of Restricted Stock Award Agreement for Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form S-4 filed on August 5, 2025 (File No.

333-289280)).

10.22† Form of Restricted Stock Unit Award Agreement for Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form S-4 filed on August 5, 2025 (File No.

333-289280)).

10.23† Asset Entities Inc.

/s/ Arshia Sarkhani

Arshia Sarkhani

Chief Executive Officer and President

(Principal Executive Officer)

/s/ Matthew Krueger

Matthew Krueger

Chief Financial Officer, Treasurer and Secretary

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Arshia Sarkhani

Chief Executive Officer, President and Director (principal executive officer)

March 31, 2025

Arshia Sarkhani

/s/ Matthew Krueger

Chief Financial Officer (principal financial and accounting officer)

March 31, 2025

Matthew Krueger

/s/ Michael Gaubert

Executive Chairman and Director

March 31, 2025

Michael Gaubert

/s/ Kyle Fairbanks

Executive Vice-Chairman, Chief Marketing Officer and Director

March 31, 2025

Kyle Fairbanks

/s/ Richard A.

March 31, 2025

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-1 filed on September 2, 2022 (File No.:

333-267258)).

10.24† Form of Stock Option Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-1 filed on September 2, 2022 (File No.:

333-267258)).

10.25† Form of Restricted Stock Award Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-1 filed on September 2, 2022 (File No.:

333-267258)).

10.26† Form of Restricted Stock Unit Award Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-1 filed on September 2, 2022 (File No.:

333-267258)).

10.27† Strive, Inc.

Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Form S-8 filed on September 15, 2025 (File No.

333-290254)).

10.28† Employment Agreement between Strive, Inc.

and Matthew Cole, dated as of September 15, 2025 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-Q filed on November 14, 2025).

10.29† Employment Agreement between Strive, Inc.

and Benjamin Bartley Pham, dated as of September 15, 2025 (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-Q filed on November 14, 2025).

10.30† Employment Agreement between Strive, Inc.

and Brian Logan Beirne, dated as of September 15, 2025 (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-Q filed on November 14, 2025).

10.31† Employment Agreement between Strive, Inc.

and Arshia Sarkhani, dated as of September 15, 2025 (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-Q filed on November 14, 2025).

10.32 Letter Agreement, dated as of December 3, 2025, between Strive, Inc.

and Vivek Ramaswamy (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 9, 2025).

10.33 Controlled Equity OfferingSM Sales Agreement, dated as of December 9, 2025, by and among Strive, Inc., Cantor Fitzgerald & Co., Barclays Capital Inc.

and Clear Street LLC (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on December 9, 2025).

10.34 Indenture, dated as of January 28, 2025, between Semler Scientific, Inc.

and U.S Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 16, 2026).

10.35 Supplemental Indenture, dated as of January 16, 2026, by and among Semler Scientific, Inc., Strive, Inc., as guarantor, and U.S Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 16, 2026).

10.36* Settlement Agreement effective September 10, 2025.

14.1* Code of Business Conduct and Ethics

16.1 Letter from WWC, P.C.

to the Securities and Exchange Commission dated September 15, 2025 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025).

19.2* Insider Trading Policy.

19.3* Rule 10b5-1 Trading Plan Guidelines.

21.1* Subsidiaries of the registrant.

22.1* List of Guarantor Subsidiaries and Issuers of Guaranteed Securities.

23.1* Consent of KPMG LLP.

31.1* Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.

31.2* Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Financial Officer.

32.1* Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Compensation Recoupment Policy.

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

† Executive compensation plan or arrangement.

* Filed or furnished herewith.

** All schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulations S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ Matthew Cole

Chief Executive Officer

March 19, 2026

/s/ David Reynolds

/s/ Benjamin Pham

Benjamin Pham

Chief Financial Officer

March 19, 2026

David Reynolds

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Matthew Cole Chief Executive Officer and Chairman (Principal Executive Officer) March 19, 2026

/s/ Benjamin Pham Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) March 19, 2026

Benjamin Pham

/s/ Brian Logan Beirne Chief Legal Officer and Director March 19, 2026

Brian Logan Beirne

/s/ Arshia Sarkhani Chief Marketing Officer and Director March 19, 2026

Arshia Sarkhani

/s/ Shirish Jajodia Director March 19, 2026

Shirish Jajodia

Lavish Director March 19, 2026

/s/ Jonathan R.

Macey Director March 19, 2026

/s/ Mahesh Ramakrishnan Director March 19, 2026

Mahesh Ramakrishnan

/s/ Pierre Rochard Director March 19, 2026

Pierre Rochard

/s/ Eric Semler Director March 19, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures