What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-10 compared with 2026-05-14 · 185 added, 115 removed, 129 unchanged (70% of the section changed)

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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 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.

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 and the risks that can be found in Company’s other documents filed with the SEC.

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.

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 the 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 the Company’s Annual Report on Form 10-K and the risks that can be found in the Company’s other documents filed with the SEC.

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

Investors are cautioned not to rely too heavily on any such forward-looking statements.

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.

Forward-looking statements contained in this Quarterly Report speak only as of the date hereof, and the 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.

1:20 Reverse Stock Split

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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 is a structured finance company 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 compound purchasing power 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.

Our SATA Stock exemplifies this approach, as this publicly traded security 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 our balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures.

The Company has developed SATA Stock, our perpetual preferred equity instrument that incorporates an at‑the‑market (“ATM”) program, creating a flexible and continuous capital formation mechanism, while being the first listed security in US capital markets history to pay dividends to holders each business day.

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.

Through Strive's continued innovation, we seek 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 June 30, 2026, the Company manages over $2.8 billion in AUM.

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

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 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.

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, with our primary focus being (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as accretive capital raising initiatives, such as issuing equity and fixed income securities via our ATM programs, along with other capital raises and offerings and (ii) acquiring bitcoin through other strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin with a differentiated value proposition relative to open market purchases.

As of June 30, 2026, our digital assets, at fair value totaled approximately $1.2 billion within our consolidated statement of financial condition, consisting of approximately 19,864 bitcoin.

We also held $145.5 million in cash and cash equivalents and STRC Stock with a fair value of $42.9 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.

As of August 7, 2026, our cash and cash equivalents totaled $154.9 million, while our position in the STRC Stock had a fair value of $48.0 million.

Our bitcoin treasury totaled 20,167 bitcoin as of August 7, 2026.

Available Information

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Recent Developments

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.

Bitcoin Update

During the three months ended June 30, 2026, the Company acquired 6,236 bitcoin at an average cost of $74,290 per bitcoin.

As of June 30, 2026, the Company holds 19,864 bitcoin.

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 changed from being paid, if and when declared by the board of directors of the Company, on a monthly basis to a per-Business Day basis beginning on June 16, 2026.

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

During the three months ended June 30, 2026, the Company issued 12.8 million shares of Class A common stock for aggregate gross proceeds of $211.3 million under the Company's at-the-market common equity program.

During the three months ended June 30, 2026, the Company issued 3,456,308 shares of SATA Stock for aggregate gross proceeds of $345.7 million under the Company's at-the-market preferred equity program.

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.

During the three months ended June 30, 2026, the Company retired the remaining long-term notes payable, at fair value, resulting in no Semler Convertible Notes being outstanding as of June 30, 2026.

Results of Operations

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):

The comparability of our operating results for the three and six months ended June 30, 2026 (Successor) and 2025 (Predecessor) were impacted by our Asset Entities Merger and Semler Scientific Merger and may not be comparable.

Comparison of the Three Months Ended June 30, 2026 and the Three Months Ended June 30, 2025

The following table presents information regarding the consolidated results of operations for the three months ended June 30, 2026 (Successor) compared to the three months ended June 30, 2025 (Predecessor) (amounts in thousands, other than percentages):

Successor Predecessor Increase (Decrease)

Three Months Ended

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

June 30, 2026 Three Months Ended June 30, 2025 $ %

Investment advisory fees $ 1,512 $ 1,488 $ 24 1.6 %

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Total operating expenses 24,396 5,201 19,195 369.1 %

Investment gains/(losses):

Investment losses:

Net unrealized loss on digital assets, at fair value (228,031) — (228,031) (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 unrealized loss on investments in preferred equity, at fair value (5,962) — (5,962) (100.0) %

Other investment loss (2,801) — (2,801) (100.0) %

Total investment losses (236,794) — (236,794) (100.0) %

Net operating loss (258,249) (3,690) (254,559) 6,898.6 %

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Change in fair value on long-term notes payable, at fair value (299) — (299) (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) %

Gain on extinguishment of debt 30 — 30 100.0 %

Transaction costs — (5,437) 5,437 100.0 %

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

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

Total other income/(expense) 646 (5,185) 5,831 (112.5) %

Net loss before income taxes (257,603) (8,875) (248,728) 2,802.6 %

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Investment advisory fees

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.

Investment advisory fees was relatively flat at $1.5 million for both the three months ended June 30, 2026 and 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.

Medical device revenues increased by $1.4 million, to $1.4 million for the three months ended June 30, 2026.

This increase was driven by the consummation of the Semler Scientific Merger in early 2026, with Strive acquiring all assets and liabilities of Semler Scientific, Inc., including the medical device operations.

Other revenue

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Fund management and administration

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.

Fund management and administration decreased marginally by $0.1 million, or (6.2)%, to $1.5 million for the three months ended June 30, 2026, from $1.6 million for the three months ended June 30, 2025.

Employee compensation and benefits

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.

Employee compensation and benefits increased by $14.3 million, or 713.7%, to $16.3 million for the three months ended June 30, 2026, from $2.0 million for the three months ended June 30, 2025.

This increase was primarily a result of stock compensation expense of $5.7 million recorded during the three months ended June 30, 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 June 30, 2025 as performance conditions had not yet been met.

This was paired with an increase in employee bonus accruals and an increase in employee compensation and benefits as a result of the Semler Scientific Merger during the three months ended June 30, 2026.

General and administrative expense

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.

General and administrative expense increased by $5.0 million, or 342.7%, to $6.4 million for the three months ended June 30, 2026, from $1.5 million for the three months ended June 30, 2025.

This increase was primarily due to an increase in spend on professional services, insurance, and other exchange listing and filing fees as a result of being a publicly traded company, increases related to our bitcoin treasury operations, including custodial fees, as well as increases as a result of the Semler Scientific Merger.

Marketing and advertising

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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.

Net unrealized loss on digital assets, at fair value increased by $228.0 million, to $228.0 million for the three months ended June 30, 2026.

The Company did not hold any digital assets during the three months ended June 30, 2025.

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

Net unrealized loss on investments in preferred equity, at fair value increased by $6.0 million, to $6.0 million for the three months ended June 30, 2026.

The Company did not hold any preferred equity investments during the three months ended June 30, 2025.

Other investment loss

Other investment loss increased by $2.8 million, to $2.8 million for the three months ended June 30, 2026 as a result of the change in fair value of other financial instruments.

The Company did not have any such instruments during the three months ended June 30, 2025.

Other income increased by $0.7 million, or 279.0%, to $1.0 million for the three months ended June 30, 2026, from $0.3 million for the three months ended June 30, 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%.

Interest expense on long-term notes payable, at fair value increased by less than $0.1 million from the three months ended June 30, 2025 to the three months ended June 30, 2026.

This increase was due to the assumption of the Semler Convertible Notes concurrent with the Semler Scientific Merger in early 2026.

The Company retired all remaining outstanding Semler Convertible Notes during the three months ended June 30, 2026.

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.

Change in fair value on long-term notes payable, at fair value increased by $0.3 million, to $0.3 million for the three months ended June 30, 2026.

The Company did not have any long-term notes payable during the three months ended June 30, 2025.

Gain on extinguishment of debt

Gain on extinguishment of debt was less than $0.1 million for the three months ended June 30, 2026.

There were no debt extinguishments during the three months ended June 30, 2025.

Transaction costs

Transaction costs decreased by $5.4 million, from $5.4 million for the three months ended June 30, 2025.

The Company incurred transaction costs related to the Asset Entities Merger during the three months ended June 30, 2025, while no such costs were incurred during the three months ended June 30, 2026.

Dividends on preferred stock

Dividends on preferred stock increased by $26.2 million, to $26.2 million for the three months ended June 30, 2026.

The Company declared $3.7932 of dividends per share of its SATA Stock during the three months ended June 30, 2026.

No dividends were declared on the Predecessor's preferred stock during the three months ended June 30, 2025.

Comparison of the Six Months Ended June 30, 2026 and the Six Months Ended June 30, 2025

The following table presents information regarding the consolidated results of operations for the six months ended June 30, 2026 (Successor) compared to the six months ended June 30, 2025 (Predecessor) (amounts in thousands, other than percentages):

Successor Predecessor Increase (Decrease)

Six Months Ended

June 30, 2026 Six Months Ended June 30, 2025 $ %

Investment advisory fees $ 2,859 $ 2,904 $ (45) (1.5) %

Medical device revenues 2,758 — 2,758 100.0 %

Other revenue 84 30 54 180.0 %

Total revenues 5,701 2,934 2,767 94.3 %

Operating expenses:

Fund management and administration 2,913 2,999 (86) (2.9) %

Employee compensation and benefits 29,367 4,071 25,296 621.4 %

General and administrative expense 12,366 3,358 9,008 268.3 %

Marketing and advertising 195 163 32 19.6 %

Depreciation and amortization 176 106 70 66.0 %

Total operating expenses 45,017 10,697 34,320 320.8 %

Investment losses:

Net unrealized loss on digital assets, at fair value (523,809) — (523,809) (100.0) %

Net unrealized loss on investments in preferred equity, at fair value (5,472) — (5,472) (100.0) %

Other investment loss (2,801) — (2,801) (100.0) %

Total investment losses (532,082) — (532,082) (100.0) %

Net operating loss (571,398) (7,763) (563,635) 7,260.5 %

Other income/(expense):

Other income 1,481 576 905 157.1 %

Interest expense on long-term notes payable, at fair value (282) — (282) (100.0) %

Change in fair value on long-term notes payable, at fair value (2,464) — (2,464) (100.0) %

Loss on extinguishment of debt (8,431) — (8,431) (100.0) %

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 (2,594) — (2,594) (100.0) %

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.

Transaction costs (6,525) (5,437) (1,088) 20.0 %

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

Total other income/(expense) 47,889 (4,861) 52,750 (1,085.2) %

Net loss before income taxes (523,509) (12,624) (510,885) 4,046.9 %

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

Net loss $ (523,509) $ (12,624) $ (510,885) 4,046.9 %

Dividends on preferred stock (39,663) — (39,663) (100.0) %

Net loss attributable to common stockholders $ (563,172) $ (12,624) $ (550,548) 4,361.1 %

Investment advisory fees

Investment advisory fees was relatively flat at $2.9 million for both the six months ended June 30, 2026 and 2025.

Medical device revenues

Medical device revenues increased by $2.8 million, to $2.8 million for the six months ended June 30, 2026.

This increase was driven by the consummation of the Semler Scientific Merger during the six months ended June 30, 2026, with Strive acquiring all assets and liabilities of Semler Scientific, Inc., including the medical device operations.

Other revenue

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

Fund management and administration

Fund management and administration decreased marginally by $0.1 million, or (2.9)%, to $2.9 million for the six months ended June 30, 2026, from $3.0 million for the six months ended June 30, 2025.

Employee compensation and benefits

Employee compensation and benefits expense increased by $25.3 million, or 621.4%, to $29.4 million for the six months ended June 30, 2026, from $4.1 million for the six months ended June 30, 2025.

This increase was primarily a result of stock compensation expense of $12.2 million recorded during the six months ended June 30, 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 six months ended June 30, 2025 as performance conditions had not yet been met.

This was paired with an increase in employee bonus accruals and an increase in employee compensation and benefits as a result of the Semler Scientific Merger during the six months ended June 30, 2026.

General and administrative expense

General and administrative expense increased by $9.0 million, or 268.3%, to $12.4 million for the six months ended June 30, 2026, from $3.4 million for the six months ended June 30, 2025.

Marketing and advertising

Marketing and advertising was relatively flat at $0.2 million during both the six months ended June 30, 2026 and 2025.

Depreciation and amortization

Depreciation and amortization increased by less than $0.1 million, or 66.0%, to $0.2 million for the six months ended June 30, 2026, from $0.1 million for the six months ended June 30, 2025.

This increase was driven by amortization and depreciation on assets acquired as part of the Semler Scientific Merger.

Net unrealized loss on digital assets, at fair value

Net unrealized loss on digital assets, at fair value increased by $523.8 million, or (100.0)%, to $523.8 million for the six months ended June 30, 2026.

The Company did not hold any digital assets during the six months ended June 30, 2025.

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

Net unrealized loss on investments in preferred equity, at fair value increased by $5.5 million, to $5.5 million for the six months ended June 30, 2026.

The Company did not hold any preferred equity investments during the six months ended June 30, 2025.

Other investment loss

Other investment loss increased by $2.8 million, to $2.8 million for the six months ended June 30, 2026 as a result of the change in fair value of other financial instruments.

The Company did not have any such instruments during the six months ended June 30, 2025.

Other income increased by $0.9 million, or 157.1%, to $1.5 million for the six months ended June 30, 2026, from $0.6 million for the six months ended June 30, 2025.

This increase was due to an increase in the average level of holdings of interest-bearing assets during 2026 as compared to 2025.

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

Interest expense on long-term notes payable, at fair value increased by $0.3 million from the six months ended June 30, 2025 to the six months ended June 30, 2026.

This increase was due to the assumption of the Semler Convertible Notes concurrent with the Semler Scientific Merger in early 2026.

The Company retired all assumed Semler Convertible Notes during the six months ended June 30, 2026.

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 $2.5 million from the six months ended June 30, 2025 to the six months ended June 30, 2026.

The Company did not have any long-term notes payable during the six months ended June 30, 2025.

Loss on extinguishment of debt

Loss on extinguishment of debt increased by $8.4 million from the six months ended June 30, 2025 to the six months ended June 30, 2026.

During the six months ended June 30, 2026, the Company recorded a loss on extinguishment of debt on the extinguishments of Semler Convertible Notes and the Coinbase Loan based on the difference in the fair value of consideration exchanged and the basis of the extinguished liabilities.

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, to $2.6 million for the six months ended June 30, 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

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.

Transaction costs increased by $1.1 million, or 20.0%, to $6.5 million for the six months ended June 30, 2026, from $5.4 million for the six months ended June 30, 2025.

The Company's transaction costs primarily relate to accounting and legal costs incurred in conjunction with the Asset Entities Merger and the Semler Scientific Merger.

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.

Bargain purchase gain increased by $66.7 million, to $66.7 million for the six months ended June 30, 2026, which was the 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 .

Dividends on preferred stock increased by $39.7 million, to $39.7 million for the six months ended June 30, 2026.

The Company declared $6.9182 of dividends per share of its SATA Stock during the six months ended June 30, 2026.

No dividends were declared on the Predecessor's preferred stock during the six months ended June 30, 2025.

Liquidity and Capital Resources

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 145,466 $ 67,499

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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.

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

In addition, the Company holds significant investments in bitcoin, all of which are unencumbered.

Management believes that Strive's liquidity position puts the Company in a position of strategic advantage to execute on strategic initiatives and meet working capital needs for at least the next twelve months.

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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.

As of June 30, 2026, the Company had the availability to raise $4.4 billion through issuance and sales of its Class A common stock and SATA Stock pursuant to the respective sales agreements.

Contractual and Other Obligations

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.

As of June 30, 2026, 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 December 31, 2025.

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.

At June 30, 2026, Strive had operating lease payment obligations of approximately $5.1 million, of which $0.7 million is payable within 12 months.

Of these 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

Three Months Ended

March 31, 2026 Three Months Ended March 31, 2025

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Net cash used in operating activities $ (39,400) $ (10,016)

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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, 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.

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

Non-cash items used 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, loss on extinguishment of debt, share-based compensation expense, and other non-cash realized and unrealized amounts.

For the six months ended June 30, 2026, net cash and cash equivalents used in operating activities was $39.4 million.

This was primarily driven by a $523.5 million net loss generated by Strive, which was driven by net investment losses of $532.1 million, operating expenses of $45.0 million, transaction costs of $6.5 million, and other non-cash realized and unrealized losses of $13.8 million, partially offset by total revenues of $5.7 million, other income of $1.5 million, and a bargain purchase gain of $66.7 million.

Strive’s net loss was adjusted for non-cash items totaling $491.3 million.

Further, Strive had a net change in operating assets and liabilities of $7.2 million, driven by a decrease in accounts payable and other liabilities of $16.5 million, which was partially offset by an increase in compensation and benefits payable of $7.1 million, a decrease in prepaid expenses of $1.3 million and a decrease in other current assets of $1.2 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.

For the six months ended June 30, 2025, net cash and cash equivalents used in operating activities was $10.0 million.

This was primarily driven by a $12.6 million net loss generated by Strive, which was driven by operating expenses of $10.7 million and transaction costs of $5.4 million, partially offset by total revenues of $2.9 million and net other income of $0.6 million.

Strive’s net loss was adjusted for non-cash items totaling $0.3 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.

Further, Strive had a net change in operating assets and liabilities of $2.3 million, driven by an increase in accounts payable and other liabilities of $4.0 million, partially offset by an increase in other non-current assets of $0.8 million, an increase in other current assets of $0.4 million, an increase in prepaid expenses of $0.4 million, and a decrease in compensation and benefits payable of $0.1 million.

Net cash provided by (used in) investing activities

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.

For the six months ended June 30, 2026, net cash and cash equivalents used in investing activities was $585.4 million, primarily due to purchases of digital asset investments of $540.6 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 $2.2 million of cash received from return of capital dividends on our investments in preferred equity.

For the six months ended June 30, 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 by purchases of intangible assets of $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.

For the six months ended June 30, 2026, net cash and cash equivalents provided by financing activities was $702.7 million, primarily due to proceeds from the issuance of SATA Stock and Class A common stock of $475.5 million and $306.2 million, respectively, which were partially offset by the payment of financing costs of $14.9 million.

The Company also paid dividends on preferred stock of $33.2 million and extinguished the Coinbase Loan and remaining Semler Convertible Notes for $20.3 million and $10.0 million, respectively, and paid withholding taxes on the vesting of employee restricted stock of $0.5 million.

There were no financing activities for the six months ended June 30, 2025.

Non-GAAP Financial Measures

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Non-GAAP adjusted net income (loss)

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.

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) (gain)/loss on extinguishment of debt, (v) loss on change in fair value of bitcoin held as collateral under Coinbase Loan, (vi) transaction costs, (vii) bargain purchase gain, and (viii) other investment loss.

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, 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

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025

non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other than share and per share information):

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Successor Predecessor Successor Predecessor

Net loss $ (257,603) $ (8,875) $ (523,509) $ (12,624)

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Depreciation and amortization 86 54 176 106

Other investment loss 2,801 — 2,801 —

Change in fair value on long-term notes payable, at fair value 299 — 2,464 —

Loss on extinguishment of debt 8,461 —

(Gain)/loss on extinguishment of debt (30) — 8,431 —

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

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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