What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-14 · 158 added, 205 removed, 86 unchanged (81% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes to those consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

of this Quarterly Report on Form 10-Q.

References to "we", "us", "our", or "the Company" refer to Strive, Inc.

4 unchanged sentences

Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements.

Although Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of Company will not differ materially from any projected future results expressed or implied by such forward-looking statements.

Additional factors that could cause results to differ materially from those described above can be found under the “Risk Factors” heading in Company’s Annual Report on Form 10-K, under the “Risk Factors” heading in Company’s Form S-4 filed on August 6, 2025 and October 10, 2025, under the “Supplementary Risk Factors” filed as an exhibit to Company’s Current Report on Form 8-K filed on September 24, 2025, and the risks that can be found in Company’s other documents filed with the SEC.

Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of Company will not differ materially from any projected future results expressed or implied by such forward-looking statements.

The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Company.

1 unchanged sentence

Forward-looking statements contained in this Quarterly Report speak only as of the date hereof, and Company undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Strive was founded with a mission to maximize long-term value for shareholders through the unapologetic embrace of capitalism, meritocracy and innovation.

Following the completion of Strive Enterprises, Inc.'s reverse acquisition of Asset Entities Inc.

in September 2025, Strive began operating as a publicly traded company and began deploying capital to execute on its bitcoin treasury strategy, becoming the first publicly traded bitcoin treasury asset management firm.

As of September 30, 2025, the Company manages over $2.0 billion in assets under management ("AUM") across 13 exchange, collective investment trusts, and a direct indexing platform.

1:20 Reverse Stock Split

On February 6, 2026, we completed a 1:20 reverse stock split of our Class A and Class B Common Stock (the "Reverse Stock Split").

As a result of the Reverse Stock Split, all applicable share and per share information of the Successor presented within this “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

Concurrent with the effectiveness of the Reverse Stock Split, the number of shares of Class A Common Stock available to purchase and the related shares underlying outstanding warrants were adjusted pro-rata to give effect to the Reverse Stock Split.

Strive is a structured finance company and institutional asset manager focused on disciplined capital allocation and long term value creation.

We have strategically adopted bitcoin as our hurdle rate for capital deployment because of our fiduciary duty to maximize long-term value for stockholders, and compounding purchasing power over time.

Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against an asset we believe will appreciate over time.

Strive’s operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings.

Our SATA Stock exemplifies this approach, a publicly traded security that aims to provide investors with consistent cash flows and minimal volatility, while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.

Beyond balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures.

The Company has developed our SATA Stock, our perpetual preferred equity instrument, that incorporates an at‑the‑market (“ATM”) program, creating a flexible and continuous capital formation mechanism.

This approach transforms a historically static capital structure into a dynamic and adaptive capital funding platform.

Through these innovations, Strive seeks to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoin‑based reserve strategy.

As of March 31, 2026, the Company manages over $2.5 billion in AUM.

These activities provide recurring, fee-based revenue streams which increase with AUM.

Beginning in fiscal year 2026, we plan to operate our asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.

Our Bitcoin Strategy

Our bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, (i) acquiring bitcoin using open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, "beta" initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.

As of September 30, 2025, the Company held approximately 5,886 bitcoin, with a total cost of $683.0 million, and a fair value of $672.9 million, which were acquired at an average price of $116,053, including fees and expenses.

Our bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, "beta" initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.

As of March 31, 2026, our digital assets, at fair value totaled approximately $929.4 million within our consolidated statement of financial condition, consisting of approximately 13,628 bitcoin.

We also held $95.1 million in cash and cash equivalents and STRC Stock with a fair value of $50.5 million, putting us in a position to strategically deploy capital to bolster our treasury.

As of May 12, 2026, our cash and cash equivalents totaled $87.6 million, while our position in the STRC Stock had a fair value of $50.5 million.

Our bitcoin treasury totaled 15,009 bitcoin as of May 12, 2026.

Available Information

6 unchanged sentences

Recent Developments

Third quarter highlights

On May 6, 2025, Strive Enterprises, Inc.

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.

On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities, merged with and into Strive Enterprises, Inc., with Strive Enterprises, Inc.

surviving as a wholly owned subsidiary of Asset Entities.

Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc.

was renamed Strive, Inc.

and became the first bitcoin treasury asset management firm.

Concurrent with the consummation of the Asset Entities Merger, the Company closed its previously announced PIPE financing transaction, issuing Class A common stock and pre-funded warrants to raise $749.6 million in gross proceeds, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of traditional warrants issued to PIPE participants.

In addition, the Company completed an exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, with certain accredited investors, in which the Company exchanged 2.7 million shares of Class A common stock for 69 bitcoin (the "351 Exchange").

The bitcoin acquired through the 351 Exchange, along with open market purchases of 5,817 bitcoin by the Company, resulted in the Company acquiring an aggregate of 5,886 bitcoin during the period from September 12, 2025 to September 30, 2025.

On September 15, 2025, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “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 September 30, 2025, the Company issued 11.0 million shares of Class A common stock for aggregate gross proceeds of $59.2 million.

As of September 30, 2025, the Company has the availability to raise approximately $390.8 million through the issuance and sale of its Class A common stock pursuant to the Sales Agreement.

On September 22, 2025, the Company entered into that certain Agreement and Plan of Merger (the "Semler Merger Agreement") with Semler Scientific, Inc.

("Semler" and the transaction, the "Semler Merger").

Upon the terms and subject to the conditions of the Semler Merger Agreement, Semler is expected to become a wholly owned subsidiary of Strive.

Entry into the Semler Merger Agreement was unanimously approved by the Board of Directors of each of Strive and Semler.

Pursuant to the Semler Merger Agreement, at the effective time of the Semler Merger, each share of common stock, par value $0.001 per share, of Semler issued and outstanding immediately before the effective time (other than treasury shares held by Semler and certain shares held by Strive) will be converted into the right to receive 21.05 shares of Class A common stock, par value $0.001 per share, of Strive.

The transaction is subject to customary closing conditions and approval by Semler shareholders.

No assurances can be made that the transaction will close at the currently disclosed terms.

On November 10, 2025, the Company completed a registered public offering of 2,000,000 shares of its Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”), at a price to the public of $80.00 per share, for net proceeds of approximately $149.3 million, after deducting the underwriting discounts and commissions and the Company’s estimated offering expenses.

The Company filed a certificate of designation with the Secretary of State of the State of Nevada 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.” All net proceeds from the offering were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

Change to Daily Dividend Payments on Variable Rate Series A Perpetual Preferred Stock

Pursuant to an Amended and Restated SATA Certificate of Designation filed with the Nevada Secretary of State on May 13, 2026, the frequency of regular dividend payments on SATA Stock shall be changed from a monthly basis to a per-Business Day basis.

Daily dividends will begin on June 16, 2026 and be paid if and when declared by the board of directors of the Company.

Capital Markets Activity

On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public follow-on offering registered under the Securities Act (the "Follow-On Offering").

The Company received approximately $109.3 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of SATA Stock in the Follow-On Offering.

Business combination with Semler Scientific, Inc.

On September 22, 2025, the Company entered into the Semler Scientific Merger Agreement with Semler Scientific.

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 closing of the Semler Scientific Merger, the Company acquired the assets held by Semler Scientific, including 5,048 bitcoin held by Semler Scientific, which includes certain bitcoin held as collateral by a third party as collateral for an outstanding loan, and assumed Semler Scientific's outstanding liabilities.

Partial Retirement of 4.25% Convertible Senior Notes due 2030

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.

Upon the completion of the Semler Scientific Merger, Semler Scientific, Strive and U.S Bank Trust Company, National Association, as trustee, entered into a supplemental indenture, dated January 16, 2026 (the “Supplemental Indenture”), to that certain indenture, dated as of January 28, 2025 (such indenture as so amended, supplemented and modified from time to time, the “Convertible Notes Indenture”), pursuant to which Semler Scientific issued its outstanding 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”).

Supplemental Indenture provides that, as of the effective time of the Semler Scientific Merger (the “Effective Time”), the right of the holders of the Semler Convertible Notes that were outstanding as of the Effective Time to convert each $1,000 principal amount of such Semler Convertible Notes into shares of common stock of Semler Scientific (“Semler Common Stock”) became a right to convert such principal amount of Semler Convertible Notes into the number of shares of Class A Common Stock, that a holder of such number of shares of Semler Common Stock equal to the Conversion Rate (as defined in the Convertible Notes Indenture) immediately prior to the Effective Time would have been entitled to receive upon the completion of the Semler Scientific Merger;

provided, however, that at and after the Effective Time (A) Semler Scientific will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Semler Convertible Notes in accordance with the terms of the Convertible Notes Indenture, (B) any amount payable in cash upon conversion of the Semler Convertible Notes in accordance with the terms of the Convertible Notes Indenture will continue to be payable in cash and (C) the Daily VWAP (as defined in the Convertible Notes Indenture) will be calculated (in a manner determined by Semler Scientific in good faith) based on the value of a share of our Class A Common Stock.

Upon completion of the Semler Scientific Merger, each then-outstanding share of Semler Common Stock was converted into the right to receive 21.05 shares of Class A Common Stock, resulting in an adjusted initial Conversion Rate of 275.3887 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes, which was further adjusted to an initial Conversion Rate of 13.7694 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes after giving effect to the Reverse Stock Split.

In addition, the Supplemental Indenture provides for a guarantee of the Semler Convertible Notes by Strive.

As amended by the terms of the Supplemental Indenture, the Semler Convertible Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased.

The Semler Convertible Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.

In connection with the pricing of the Semler Convertible Notes, Semler Scientific entered into privately negotiated capped call transactions with the Option Counterparties.

The capped call transactions cover, subject to customary adjustments, the number of shares of Class A Common Stock that initially underlie the Semler Convertible Notes.

The capped call transactions are expected to offset the potential dilution as a result of any conversion of Semler Convertible Notes.

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 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.

During the period from April 1, 2026 to May 12, 2026, the Company repurchased the remaining balance of long-term notes payable, at fair value.

As of May 12, 2026, the Company has no short or long-term debt outstanding.

Retirement of Acquired Indebtedness

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, resulting in all of Strive's bitcoin holdings being unencumbered following the retirement.

Results of Operations

The comparability of our operating results for the period from September 12, 2025 to September 30, 2025 (Successor), for the period from July 1, 2025 to September 11, 2025 (Predecessor), and for the three months ended September 30, 2024 (Predecessor) as well as the comparability of our operating results for the period from September 12, 2025 to September 30, 2025 (Successor), for the period from January 1, 2025 to September 11, 2025 (Predecessor), and for the nine months ended September 30, 2024 (Predecessor) was impacted by our Asset Entities Merger and may not be comparable.

For the purposes of the comparison of the results of operations below, we have compared the relevant Predecessor three and nine months ended September 30, 2025 to the respective combined Predecessor and Successor periods of 2025.

Comparison of the Three Months Ended September 30, 2025 and the Three Months Ended September 30, 2024

The following table presents information regarding the consolidated results of operations for the period from September 12, 2025 to September 30, 2025 (Successor) and for the period from July 1, 2025 to September 11, 2025 (Predecessor) compared to the three months ended September 30, 2024 (Predecessor) (amounts in thousands, other than percentages):

Successor Predecessor Increase (Decrease)

Period from September 12, 2025 to September 30, 2025 Period from July 1, 2025 to September 11, 2025 Three Months Ended September 30, 2024 $ %

Investment advisory fees $ 246 $ 1,283 $ 950 $ 579 60.9 %

Other revenue 9 5 34 (20) (58.8) %

Total revenues 255 1,288 984 559 56.8 %

Operating expenses:

Fund management and administration 282 1,251 1,272 261 20.5 %

Employee compensation and benefits 18,720 3,151 2,182 19,689 902.3 %

General and administrative expense 445 871 4,404 (3,088) (70.1) %

Marketing and advertising 18 68 89 (3) (3.4) %

Depreciation and amortization 12 43 47 8 17.0 %

Total operating expenses 19,477 5,384 7,994 16,867 211.0 %

Investment gains/(losses):

Net unrealized loss on digital assets (10,133) — — (10,133) (100.0) %

Other derivative loss (14,731) — — (14,731) (100.0) %

Net investment gains/(losses) (24,864) — — (24,864) (100.0) %

Net operating loss (44,086) (4,096) (7,010) (41,172) 587.3 %

Other income/(expense):

Other income 68 10 208 (130) (62.5) %

Transaction costs (7,484) (10,280) — (17,764) (100.0) %

Goodwill and intangible asset impairment (140,785) — — (140,785) (100.0) %

Total other income/(expense) (148,201) (10,270) 208 (158,679) (76,288.0) %

Net loss before income taxes (192,287) (14,366) (6,802) (199,851) 2,938.1 %

Income tax benefit/(expense) — — — — — %

Net loss $ (192,287) $ (14,366) $ (6,802) $ (199,851) 2,938.1 %

Investment advisory fees

Investment advisory fees increased by $0.6 million, or 60.9%, to $1.5 million ($0.2 million for the period from September 12, 2025 to September 30, 2025 and $1.3 million for the period from July 1, 2025 to September 11, 2025) from $1.0 million for the three months ended September 30, 2024.

This increase was driven by an increase in assets under management of Strive offerings.

Other revenue

Other revenue remained at less than $0.1 million during all periods.

Fund management and administration

Fund management and administration expense increased by $0.3 million, or 20.5%, to $1.5 million ($0.3 million for the period from September 12, 2025 to September 30, 2025 and $1.3 million for the period from July 1, 2025 to September 11, 2025) from $1.3 million for the three months ended September 30, 2024.

This increase was primarily due to an expansion in AUM held within previously launched Strive funds.

Employee compensation and benefits

Employee compensation and benefits expense increased by $19.7 million, or 902.3%, to $21.9 million ($18.7 million for the period from September 12, 2025 to September 30, 2025 and $3.2 million for the period from July 1, 2025 to September 11, 2025) from $2.2 million for the three months ended September 30, 2024.

This increase was primarily a result of stock compensation expense recorded during the period from September 12, 2025 to September 30, 2025 as a result of the achievement of the liquidity event performance condition, which resulted in an increase of $16.3 million, largely due to the one-time catch up of previously time-vested awards.

This was paired with an increase in the average headcount in 2025 compared to 2024.

General and administrative expense

General and administrative expense decreased by $3.1 million, or (70.1)%, to $1.3 million ($0.4 million for the period from September 12, 2025 to September 30, 2025 and $0.9 million for the period from July 1, 2025 to September 11, 2025) from $4.4 million for the three months ended September 30, 2024.

This decrease was primarily due to a decrease in legal and consulting expenses of $3.0 million related to the launch of the wealth management business line in late 2024, regulatory compliance consultations, general counsel representation and various legal matters throughout 2024.

Marketing and advertising

Marketing and advertising remained at less than $0.1 million during all periods.

Depreciation and amortization

Depreciation and amortization remained at less than $0.1 million during all periods presented.

Net unrealized loss on digital assets

Net unrealized loss on digital assets increased by $10.1 million, or (100.0)%, to $10.1 million for the period from September 12, 2025 to September 30, 2025.

The Company did not hold any digital assets throughout periods prior to September 12, 2025.

Other derivative loss

Other derivative loss increased by $14.7 million, or (100.0)%, to $14.7 million for the period from September 12, 2025 to September 30, 2025, which was driven by the market price of the Company's Class A common stock being higher than the price agreed-upon as part of the exchange of bitcoin for Class A common shares at the exchange date.

Other income decreased by $0.1 million, or (62.5)%, to $0.1 million ($68 thousand for the period from September 12, 2025 to September 30, 2025 and $10 thousand for the period from July 1, 2025 to September 11, 2025) from $0.2 million for the three months ended September 30, 2024.

This decrease was due to decreases in market interest rates as well as a non-recurring expense incurred during the period from July 1, 2025 to September 11, 2025.

Transaction costs

Transaction costs increased by $17.8 million, or (100.0)%, to $17.8 million ($7.5 million for the period from September 12, 2025 to September 30, 2025 and $10.3 million for the period from July 1, 2025 to September 11, 2025) from no transaction costs for the three months ended September 30, 2024.

This increase was primarily due to accounting and legal costs incurred related to the Asset Entities Merger and the pending Semler Merger, which did not occur during the three months ended September 30, 2024.

Goodwill and intangible asset impairment

Goodwill and intangible asset impairment increased by $140.8 million, or (100.0)%, to $140.8 million for the period from September 12, 2025 to September 30, 2025.

The Company performed an impairment assessment of goodwill and intangible assets acquired as part of the Asset Entities Merger and determined that these assets were impaired.

No such impairments occurred during the three months ended September 30, 2024.

Comparison of the Nine Months Ended September 30, 2025 and the Nine Months Ended September 30, 2024

The following table presents information regarding the consolidated results of operations for the period from September 12, 2025 to September 30, 2025 (Successor) and for the period from January 1, 2025 to September 11, 2025 (Predecessor) compared to the nine months ended September 30, 2024 (Predecessor) (amounts in thousands, other than percentages):

Successor Predecessor Increase (Decrease)

Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended September 30, 2024 $ %

The comparability of our operating results for the three months ended March 31, 2026 (Successor) and 2025 (Predecessor) was impacted by our Asset Entities Merger and Semler Scientific Merger and may not be comparable.

Comparison of the Three Months Ended March 31, 2026 and the Three Months Ended March 31, 2025

The following table presents information regarding the consolidated results of operations for the three months ended March 31, 2026 (Successor) compared to the three months ended March 31, 2025 (Predecessor) (amounts in thousands, other than percentages):

Three Months Ended

March 31, 2026 Three Months Ended March 31, 2025 $ %

Investment advisory fees $ 1,347 $ 1,416 $ (69) (4.9) %

Medical device revenues 1,370 — 1,370 100.0 %

Other revenue 43 7 36 514.3 %

8 unchanged sentences

Investment gains/(losses):

Net unrealized loss on digital assets (10,133) — — (10,133) (100.0) %

Other derivative loss (14,731) — — (14,731) (100.0) %

Net investment gains/(losses) (24,864) — — (24,864) (100.0) %

Net unrealized loss on digital assets, at fair value (295,778) — (295,778) (100.0) %

Net unrealized gain on investments in preferred equity, at fair value 490 — 490 100.0 %

Total investment gains/(losses), net (295,288) — (295,288) (100.0) %

Net operating loss (313,149) (4,073) (309,076) 7,588.4 %

1 unchanged sentence

Other income 526 324 202 62.3 %

Interest expense on long-term notes payable, at fair value (242) — (242) (100.0) %

Change in fair value on long-term notes payable, at fair value (2,165) — (2,165) (100.0) %

Loss on extinguishment of debt (8,461) — (8,461) (100.0) %

Loss on change in fair value of bitcoin held as collateral under Coinbase Loan (2,594) — (2,594) (100.0) %

Transaction costs (6,525) — (6,525) (100.0) %

Goodwill and intangible asset impairment (140,785) — — (140,785) (100.0) %

Total other income/(expense) (148,201) (15,131) 500 (163,832) (32,766.4) %

Bargain purchase gain 66,704 — 66,704 100.0 %

Total other income, net 47,243 324 46,919 14,481.2 %

Net loss before income taxes (265,906) (3,749) (262,157) 6,992.7 %

1 unchanged sentence

Net loss $ (265,906) $ (3,749) $ (262,157) 6,992.7 %

Dividends on preferred stock (13,454) — (13,454) (100.0) %

Net loss attributable to common stockholders $ (279,360) $ (3,749) $ (275,611) 7,351.6 %

Investment advisory fees

Investment advisory fees increased by $1.9 million, or 73.2%, to $4.4 million ($0.2 million for the period from September 12, 2025 to September 30, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $2.6 million for the nine months ended September 30, 2024.

This increase was driven by an increase in assets under management of existing Strive offerings, leading to an increase in investment advisory fees of $1.8 million, coupled with additional Strive fund offerings launched in 2024 and 2025.

Investment advisory fees was relatively flat, decreasing by less than $0.1 million, or (4.9)%, to $1.3 million for the three months ended March 31, 2026, from $1.4 million for the three months ended March 31, 2025.

Medical device revenues

Medical device revenues increased by $1.4 million, or 100.0%, to $1.4 million for the three months ended March 31, 2026.

This increase was driven by the consummation of the Semler Scientific Merger during the three months ended March 31, 2026, with Strive acquiring all assets and liabilities of Semler Scientific, Inc., including the medical device operations.

Other revenue

1 unchanged sentence

Fund management and administration

Fund management and administration expense increased by $1.0 million, or 29.9%, to $4.5 million ($0.3 million for the period from September 12, 2025 to September 30, 2025 and $4.3 million for the period from January 1, 2025 to September 11, 2025) from $3.5 million for the nine months ended September 30, 2024.

This increase was primarily due to expansion in AUM held within previously launched Strive funds, which led to a $0.8 million increase, as well as additional Strive fund offerings launched

Fund management and administration increased by a de-minimis amount, or 0.9%, at $1.4 million for both the three months ended March 31, 2026 and the three months ended March 31, 2025.

Employee compensation and benefits

Employee compensation and benefits expense increased by $19.5 million, or 301.3%, to $25.9 million ($18.7 million for the period from September 12, 2025 to September 30, 2025 and $7.2 million for the period from January 1, 2025 to September 11, 2025) from $6.5 million for the nine months ended September 30, 2024.

This was paired with an increase in the average headcount in 2025 compared to 2024.

Employee compensation and benefits increased by $11.0 million, or 531.8%, to $13.1 million for the three months ended March 31, 2026, from $2.1 million for the three months ended March 31, 2025.

This increase was primarily a result of stock compensation expense of $6.5 million recorded during the three months ended March 31, 2026, which includes additional stock compensation expense related to employee stock options assumed as part of the Semler Scientific Merger.

There was no stock compensation expense during the three months ended March 31, 2025 as performance conditions had not yet been met.

This was paired with an increase in employee compensation and benefits as a result of the Semler Scientific Merger during the three months ended March 31, 2026.

General and administrative expense

General and administrative expense decreased by $5.4 million, or (53.4)%, to $4.7 million ($0.4 million for the period from September 12, 2025 to September 30, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $10.0 million for the nine months ended September 30, 2024.

This decrease was primarily due to a decrease in legal and consulting expenses of $5.1 million related to the launch of the wealth management business line in late 2024, regulatory compliance consultations, general counsel representation and various legal matters throughout 2024.

General and administrative expense increased by $4.0 million, or 211.5%, to $5.9 million for the three months ended March 31, 2026, from $1.9 million for the three months ended March 31, 2025.

This increase was primarily due to an increase in spend on professional services and other printing and filing fees as a result of being a publicly traded company as well as increases as a result of the Semler Scientific Merger.

Marketing and advertising

Marketing and advertising decreased by less than $0.2 million, or (43.8)%, to $0.2 million ($18 thousand for the period from September 12, 2025 to September 30, 2025 and $0.2 million for the period from January 1, 2025 to September 11, 2025) from $0.4 million for the nine months ended September 30, 2024.

This decrease was primarily due to additional marketing consulting and advertising services as a result of additional public relations efforts throughout 2024.

Marketing and advertising remained consistent at $0.1 million during all periods.

Depreciation and amortization

Depreciation and amortization increased by less than $0.1 million, or 14.2%, to $0.2 million ($12 thousand for the period from September 12, 2025 to September 30, 2025 and $0.1 million for the period from January 1, 2025 to September 11, 2025) from $0.1 million for the nine months ended September 30, 2024.

This increase was due to purchases of property, plant, and equipment during 2024.

Net unrealized loss on digital assets

Net unrealized loss on digital assets increased by $10.1 million, or (100.0)%, to $10.1 million for the period from September 12, 2025 to September 30, 2025.

The Company did not hold any digital assets during periods prior to September 12, 2025.

Other derivative loss

Other income increased by $0.2 million, or 30.8%, to $0.7 million ($68 thousand for the period from September 12, 2025 to September 30, 2025 and $0.6 million for the period from January 1, 2025 to September 11, 2025) from $0.5 million for the nine months ended September 30, 2024.

This increase was due to an increase in the average level of holdings of interest-bearing assets during 2025 as compared to 2024.

Depreciation and amortization remained at less than $0.1 million during all periods.

Net unrealized loss on digital assets, at fair value

Net unrealized loss on digital assets, at fair value increased by $295.8 million, or (100.0)%, to $295.8 million for the three months ended March 31, 2026.

The Company did not hold any digital assets during the three months ended March 31, 2025.

Net unrealized gain on investments in preferred equity, at fair value

Net unrealized gain on investments in preferred equity, at fair value increased by $0.5 million, or 100.0%, to $0.5 million for the three months ended March 31, 2026.

The Company did not hold any preferred equity investments during the three months ended March 31, 2025.

Other income increased by $0.2 million, or 62.3%, to $0.5 million for the three months ended March 31, 2026, from $0.3 million for the three months ended March 31, 2025.

This increase was due to increases in holdings of yield-generating assets as a result of the Company's capital markets activity.

Interest expense on long-term notes payable, at fair value

Interest expense on long-term notes payable, at fair value increased by $0.2 million, or (100.0)%, to $0.2 million for the three months ended March 31, 2026.

This increase was due to the assumption of Semler Convertible Notes during the three months ended March 31, 2026, which accrue interest at a rate of 4.250%.

Change in fair value on long-term notes payable, at fair value

Change in fair value on long-term notes payable, at fair value increased by $2.2 million, or (100.0)%, to $2.2 million for the three months ended March 31, 2026.

The Company did not have any long-term notes payable during the three months ended March 31, 2025.

Loss on extinguishment of debt

Loss on extinguishment of debt increased by $8.5 million, or (100.0)%, to $8.5 million for the three months ended March 31, 2026.

During three months ended March 31, 2026, the Company recorded a loss on extinguishment of debt on the partial extinguishment of Semler Convertible Notes as a result of the difference in the fair value of SATA Stock exchanged and the basis of the extinguished Semler Convertible Notes.

There was also a loss on extinguishment of debt on the extinguishment of the Coinbase Loan as a result of fees paid for the extinguishment.

Loss on change in fair value of bitcoin held as collateral under Coinbase Loan

Loss on change in fair value of bitcoin held as collateral under Coinbase Loan increased by $2.6 million, or (100.0)%, to $2.6 million for the three months ended March 31, 2026.

This increase was due to the difference between the basis of bitcoin held as collateral by the lender of the Coinbase Loan as compared to the fair value when such collateral was returned to the Company.

Transaction costs

Transaction costs increased by $23.2 million, or (100.0)%, to $23.2 million ($7.5 million for the period from September 12, 2025 to September 30, 2025 and $15.7 million for the period from January 1, 2025 to September 11, 2025) from no transaction costs for the nine months ended September 30, 2024.

This increase was primarily due to accounting and legal costs incurred related to the Asset Entities Merger and the pending Semler Merger, which did not occur during the nine months ended September 30, 2024.

Goodwill and intangible asset impairment

Goodwill and intangible asset impairment increased by $140.8 million, or (100.0)%, to $140.8 million for the period from September 12, 2025 to September 30, 2025.

The Company performed an impairment assessment of goodwill and intangible assets acquired as part of the Asset Entities Merger and determined that these assets were impaired.

No such impairments occurred during the nine months ended September 30, 2024.

Investment advisory fees decreased by less than $6.5 million, or (100.0)%, to $6.5 million for the three months ended March 31, 2026.

This increase was primarily due to accounting and legal costs incurred related to the Semler Scientific Merger, which did not occur during the three months ended March 31, 2025.

Bargain purchase gain

Bargain purchase gain increased by $66.7 million, or 100.0%, to $66.7 million for the three months ended March 31, 2026, which was a result of the excess of net assets acquired over total purchase consideration of the Semler Scientific Merger.

Dividends on preferred stock

Dividends on preferred stock increased by $13.5 million, or 100.0%, to $13.5 million for the three months ended March 31, 2026.

The Company declared $3.1250 of dividends on its SATA Stock during the three months ended March 31, 2026.

No dividends were declared on the Predecessor's preferred stock during the three months ended March 31, 2025 .

Liquidity and Capital Resources

The following table summarizes Strive's available liquidity (in thousands):

September 30, 2025 December 31, 2024

(Successor) (Predecessor)

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 95,092 $ 67,499

Short-term investments — 16,755

Investments in preferred equity, at fair value 50,510 —

Digital assets, at fair value 929,396 668,486

Total liquidity $ 1,074,998 $ 735,985

Our principal sources of liquidity are cash and cash equivalents and short-term investments.

Our principal sources of liquidity are cash and cash equivalents and investments in preferred equity, at fair value.

Cash and cash equivalents may include holdings in bank demand deposits, money market investments, and certificates of deposit.

Strive considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Short-term investments consist of U.S.

Treasury Bills that have a maturity exceeding three months and less than 12 months at the time of purchase.

Strive classifies short-term investments as held-to-maturity based on Strive’s intent and ability to hold these investments until maturity.

The Company decreased holdings of short-term investments period-over-period, instead holding in cash and cash equivalents, to meet commitments from recent transactions and to opportunistically invest in bitcoin and bitcoin-related product investments.

Investments in preferred equity, at fair value consists of shares of STRC Stock.

Although Strive does not actively trade its investments in preferred equity, Strive considers such holdings as available to meet short and long-term liquidity needs.

Although the Company holds significant investments in bitcoin, all of which are unencumbered, the Company's intention is to hold these assets and not liquidate any such investments for working capital needs.

1 unchanged sentence

Capital resources

On September 12, 2025, the Company consummated a private offering of Class A common stock, Pre-Funded Warrants, and Traditional Warrants, pursuant to which it issued 345.5 million shares of Class A common stock, 209.8 million PIPE Pre-Funded Warrants, and 555.3 million PIPE Traditional Warrants, 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.

On September 15, 2025, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

During the period from September 12, 2025 to September 30, 2025, the Company issued 11.0 million shares of Class A common stock for aggregate gross proceeds of $59.2 million.

As of September 30, 2025, the Company has the availability to raise approximately $390.8 million through the issuance and sale of its Class A common stock pursuant to the Sales Agreement.

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 September 30, 2025, the Company has not repurchased any Class A common stock.

As of September 30, 2025, $500.0 million of our Class A common stock remains available through the share repurchase program.

On November 10, 2025, we issued 2,000,000 shares of SATA Stock in a public offering registered under the Securities Act.

In connection with such issuance, we filed the certificate of designation for the SATA Stock with the Secretary of State of the State of Nevada designating an aggregate of 2,000,000 shares of, and establishing the terms of, the SATA Stock.

We received approximately $149.3 million of net proceeds, after deducting the underwriting discounts and commissions and our offering expenses, from the issuance of our SATA Stock in the initial public offering of SATA Stock.

All net proceeds from the offering were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

We anticipate being able to use proceeds from capital markets activity to meet our short and long-term liquidity needs.

As of March 31, 2026, the Company had the availability to raise $276.3 million and $487.8 million through the issuance and sale of its Class A common stock and SATA Stock, respectively, pursuant to the respective sales agreements.

Contractual and Other Obligations

As of September 30, 2025, our material contractual obligations and commitments primarily include operating leases and employee compensation agreements.

Strive did not have any long-term debt or other long-term liabilities as of September 30, 2025.

Strive maintains operating leases for its office locations in Dallas, Texas and Dublin, Ohio.

In May 2025, Strive entered into an agreement to sub-lease the Dublin, Ohio office location to a third-party for substantially the same terms as Strive’s lease.

At September 30, 2025, Strive had operating lease payment obligations of approximately $5.6 million, of which $0.7 million is payable within 12 months.

Of these amounts, $2.4 million of the future lease obligations, $0.3 million of which is due within 12 months, relate to amounts that will be recovered through lease payments from our sub-tenant for the Dublin, Ohio lease.

As of March 31, 2026, our material contractual obligations and commitments primarily include $10.0 million aggregate principal balance of long-term notes payable, operating leases, and employee compensation agreements.

During the period from April 1, 2026 to May 12, 2026, the Company repurchased the remaining balance of long-term notes payable, at fair value.

As of May 12, 2026, the Company has no short or long-term debt outstanding.

Strive maintains operating leases for its office locations in Dallas, Texas and Dublin, Ohio, with a sub-lease with a third-party in place for the Dublin, Ohio office location with substantially the same terms as Strive’s lease.

At March 31, 2026, Strive had operating lease payment obligations of approximately $5.2 million, of which $0.7 million is payable within 12 months.

amounts, $2.2 million of the future lease obligations, $0.3 million of which is due within 12 months, relate to amounts that will be recovered through lease payments from our sub-tenant for the Dublin, Ohio lease.

The following table summarizes Strive's cash flow activities (in thousands):

Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended September 30, 2024

Three Months Ended

March 31, 2026 Three Months Ended March 31, 2025

Net cash used in operating activities $ (30,989) $ (5,588)

Net cash provided by (used in) investing activities (123,789) 8,221

Net cash provided by (used in) financing activities 793,784 (500) 28,864

Net increase (decrease) in cash and cash equivalents $ 105,146 $ (2,232) $ 1,678

Net cash provided by financing activities 182,371 —

Net increase in cash and cash equivalents $ 27,593 $ 2,633

Net cash used in operating activities

The primary sources of our cash and cash equivalents from operating activities are collections from customers related to investment advisory services and interest collections from our short-term investments and holdings of cash and cash equivalents.

The primary sources of our cash and cash equivalents from operating activities are collections from customers related to investment advisory services, medical device operations, and interest collections from our holdings of cash and cash equivalents.

Our primary uses of cash and cash equivalents are from general and administrative expenses and employee-related expenditures.

Non-cash items to reconcile net loss to net cash and cash equivalents used in operating activities include depreciation and amortization, accretion of discount on short-term investments, amortization of right-of-use assets

and liabilities, unrealized gain (loss) on digital assets, other derivative loss, share-based compensation expense, goodwill and intangible asset impairments, and non-cash transaction expenses.

For the period from September 12, 2025 to September 30, 2025, net cash and cash equivalents used in operating activities was $14.0 million.

This was primarily driven by a $192.3 million net loss generated by Strive, which in turn was driven by a goodwill and intangible asset impairment of $140.8 million, net investment losses of $24.9 million, operating expenses of $19.5 million, and transaction costs of $7.5 million, partially offset by total revenues of $0.3 million.

Strive’s net loss was adjusted for non-cash items totaling $184.9 million.

Further, Strive had a net change in operating assets and liabilities of $6.6 million, driven by a decrease in accounts payable and other liabilities of $5.4 million and an increase in prepaid expenses of $2.9 million, which were partially offset by a decrease in other current assets of $1.5 million and an increase in compensation and benefits payable of $0.3 million.

For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents used in operating activities was $18.2 million.

This was primarily driven by a $27.0 million net loss generated by Strive, which in turn was driven by operating expenses of $16.1 million, and transaction costs of $15.7 million, partially offset by total revenues of $4.2 million and net other income of $0.6 million.

Non-cash items to reconcile net loss to net cash and cash equivalents used in operating activities include depreciation and amortization, unrealized gain (loss) on digital assets, at fair value, unrealized gain (loss) on investments in preferred equity, at fair value, share-based compensation expense, and other non-cash realized and unrealized amounts.

For the three months ended March 31, 2026, net cash and cash equivalents used in operating activities was $31.0 million.

This was primarily driven by a $265.9 million net loss generated by Strive, which was driven by net investment losses of $295.3 million, operating expenses of $20.6 million, transaction costs of $6.5 million, and other non-cash realized and unrealized losses of $13.2 million, partially offset by total revenues of $2.8 million, net other income of $0.3 million, and a bargain purchase gain of $66.7 million.

Strive’s net loss was adjusted for non-cash items totaling $248.4 million.

Further, Strive had a net change in operating assets and liabilities of $6.2 million, driven by an increase in accounts payable and other liabilities of $9.8 million, which was partially offset by a decrease compensation and benefits payable of $1.0 million, an increase in prepaid expenses of $0.2 million, an increase in other current assets of $1.6 million, and an increase in other non-current assets of $0.7 million.

For the nine months ended September 30, 2024, net cash and cash equivalents used in operating activities was $15.5 million.

This was primarily driven by a $17.5 million net loss generated by Strive, which in turn was driven by operating expenses of $20.6 million, partially offset by total revenues of $2.6 million and net other income of $0.5 million.

Further, Strive had a net change in operating assets and liabilities of $13.5 million, driven by a decrease in accounts payable and other liabilities of $16.0 million, which was partially offset by an increase in compensation and benefits payable of $1.1 million, a decrease in prepaid expenses of $0.7 million and a decrease in other current assets of $0.6 million.

For the three months ended March 31, 2025, net cash and cash equivalents used in operating activities was $5.6 million.

This was primarily driven by a $3.7 million net loss generated by Strive, which was driven by operating expenses of $5.5 million, partially offset by total revenues of $1.4 million and net other income of $0.3 million.

Strive’s net loss was adjusted for non-cash items totaling $0.1 million.

Further, Strive had a net change in operating assets and liabilities of $1.7 million, driven by an increase in accounts payable and other liabilities of $1.3 million and an increase in compensation and benefits payable of $0.9 million, which were partially offset by an increase in prepaid expenses of $0.2 million and an increase in other current assets of $0.4 million.

Further, Strive had a net change in operating assets and liabilities of $2.0 million, driven by an increase in other non-current assets of $0.8 million, an increase in other current assets of $0.4 million, and an increase in prepaid expenses of $0.2 million, coupled with a decrease in accounts payable and other liabilities of $0.5 million, and a decrease in compensation and benefits payable of $0.1 million.

Net cash provided by (used in) investing activities

For the period from September 12, 2025 to September 30, 2025, net cash and cash equivalents used in investing activities was $674.7 million, primarily due to purchases of digital asset investments of $675.0 million and purchases of intangible assets of $0.1 million, partially offset by cash acquired through the Asset Entities Merger of $0.4 million.

For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents provided by investing activities was $16.5 million, primarily due to net proceeds from short-term investments of $16.6 million, partially offset purchases of intangible assets of $0.1 million.

For the nine months ended September 30, 2024, net cash and cash equivalents used in investing activities was $11.7 million, primarily due to net purchases of short-term investments of $11.5 million and purchases of property, plant, and equipment of $0.2 million.

Net cash provided by (used in) financing activities

For the period from September 12, 2025 to September 30, 2025, net cash and cash equivalents provided by financing activities was $793.8 million, primarily due to proceeds from the issuance of Class A common stock of $525.6 million, proceeds from the issuance of pre-funded warrants of $283.2 million, proceeds from the exercise of warrants of $13.0 million, which were partially offset by the payment of financing issuance costs of $28.0 million.

For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents used in investing activities was $0.5 million, primarily due to repurchases of preferred stock of $0.5 million.

For the nine months ended September 30, 2024, net cash and cash equivalents provided by investing activities was $28.9 million, primarily due to net proceeds from the issuance of preferred stock of $28.9 million, partially offset by repurchases of preferred stock of $0.1 million.

For the three months ended March 31, 2026, net cash and cash equivalents used in investing activities was $123.8 million, primarily due to purchases of digital asset investments of $77.3 million and purchases of investments in preferred equity of $50.5 million, partially offset by cash acquired through the Semler Scientific Merger of $3.5 million and $0.5 million of cash received from return of capital dividends on our investments in preferred equity.

For the three months ended March 31, 2025, net cash and cash equivalents provided by investing activities was $8.2 million, primarily due to net proceeds from short-term investments of $8.3 million, partially offset by purchases of property, plant, and equipment of less than $0.1 million.

Net cash provided by financing activities

For the three months ended March 31, 2026, net cash and cash equivalents provided by financing activities was $182.4 million, primarily due to proceeds from the issuance of SATA Stock and Class A common stock of $129.8 million and $95.0 million, respectively, which were partially offset by the payment of financing costs of $10.8 million.

The Company also paid dividends on preferred stock of $10.9 million and extinguished the Coinbase Loan for $20.3 million.

There were no financing activities for the three months ended March 31, 2025.

Non-GAAP Financial Measures

This Quarterly Report contains certain non-GAAP financial measures, consisting of non-GAAP adjusted net income (loss) and non-GAAP adjusted net income (loss) per diluted common share.

This Quarterly Report contains certain non-GAAP financial measures, consisting of non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders and non-GAAP adjusted net income (loss) attributable to common stockholders per diluted common share.

Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP and are not a substitute for such measurements.

Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial statements, which have been prepared in accordance with GAAP.

primarily on such consolidated financial statements to understand, manage, and evaluate our business performance and use the non-GAAP financial measures as supplemental information.

We rely primarily on such consolidated financial statements to understand, manage, and evaluate our business performance and use the non-GAAP financial measures as supplemental information.

Reconciliations of reported GAAP historic measures to adjusted non-GAAP measures are included in the financial schedules contained in this Quarterly Report.

Non-GAAP adjusted net income (loss)

Non-GAAP adjusted net income (loss) and the related non-GAAP adjusted net income (loss) per diluted common share excludes the impact of (i) share-based compensation expense, (ii) depreciation and amortization, (iii) other derivative loss, (iv) transaction costs, and (v) goodwill and intangible asset impairments.

Non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and the related non-GAAP adjusted net income (loss) per diluted common share excludes the impact of (i) share-based compensation expense, (ii) depreciation and amortization, (iii) change in fair value on long-term notes payable, at fair value, (iv) loss on extinguishment of debt, (v) loss on change in fair value of bitcoin held as collateral under Coinbase Loan, (vi) transaction costs, and (vii) bargain purchase gain.

We believe these measures offer management and investors insight as they exclude significant non-cash and/or non-recurring items.

The following provides GAAP measures of net loss and net loss per diluted common share and the details with respect to reconciling the line items to non-GAAP adjusted net income (loss) and non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other than share and per share information):

Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from July 1, 2025 to September 11, 2025 Three Months Ended September 30, 2024

Net loss $ (192,287) $ (14,366) $ (6,802)

Share-based compensation expense 16,294 — —

Depreciation and amortization 12 43 47

Other derivative loss 14,731 — —

Transaction costs 7,484 10,280 —

Goodwill and intangible asset impairment 140,785 — —

Non-GAAP adjusted net income (loss) $ (12,981) $ (4,043) $ (6,755)

Weighted average number of diluted common shares outstanding 872,349,183 2,325,783 2,225,816

Net loss per diluted common share $ (0.22) $ (6.18) $ (3.06)

Non-GAAP adjusted net income (loss) per diluted common share $ (0.01) $ (1.74) $ (3.03)

The following provides GAAP measures of net loss, net loss attributable to common stockholders, and net loss per diluted common share and the details with respect to reconciling the line items to non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other than share and per share information):

Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended September 30, 2024

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025

Net loss $ (265,906) $ (3,749)

1 unchanged sentence

Depreciation and amortization 90 52

Other derivative loss 14,731 — —

Change in fair value on long-term notes payable, at fair value 2,165 —

Loss on extinguishment of debt 8,461 —

Loss on change in fair value of bitcoin held as collateral under Coinbase Loan 2,594 —

Transaction costs 6,525 —

Goodwill and intangible asset impairment 140,785 — —

Bargain purchase gain (66,704) —

Non-GAAP adjusted net income (loss) $ (306,246) $ (3,697)

Dividends on preferred stock (13,454) —

Non-GAAP adjusted net loss attributable to common stockholders $ (319,700) $ (3,697)

Weighted average number of diluted common shares outstanding 61,630,003 2,275,940

Net loss per diluted common share $ (4.53) $ (1.65)

Non-GAAP adjusted net income (loss) per diluted common share $ (0.01) $ (4.84) $ (7.87)

Non-GAAP adjusted net loss per diluted common share $ (5.19) $ (1.62)

Critical Accounting Estimates

3 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis