Strive, Inc. 10-Q

Item 5. Other Information Rule 10b5-1 Information None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report. Adoption of Short-Term Incentive Plan On August 7, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), adopted the Strive, Inc. Short-Term Incentive Plan, effective as of 35 August 7, 2026 (the “Short-Term Plan”). The Short-Term Plan is a cash incentive plan administered by the Compensation Committee, pursuant to which the Compensation Committee (or its delegee) may designate and classify employees of the Company, including the Company’s named executive officers, as eligible to receive short-term cash incentive awards based on Bitcoin Yield, as publicly discussed by the Company in September 2025, and now formalized by the Compensation Committee in accordance with the terms of the Short-Term Plan. Target bonus opportunities are expressed as a percentage of each participant’s base salary, as determined by the Compensation Committee (or its delegee), and payouts under the Short-Term Plan may range from 0% to 200% of the participant’s target bonus opportunity based on the level of achievement of the applicable performance objectives during the performance period. The current performance period under the Short-Term Plan commenced on October 1, 2025 and ends on December 31, 2026. As a result of the extended performance period, the target bonus opportunities for such period are 1.25 times the annual target bonus opportunity set forth in the employment agreements with each of the Company’s named executive officers. Awards under the Short-Term Plan are generally subject to the participant’s continued employment through the payment date, subject to accelerated payment upon certain qualifying terminations of employment as provided in certain participants’ employment agreements, including the employment agreements of each of the named executive officers. The foregoing description of the Short-Term Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Strive, Inc. Short-Term Incentive Plan, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference. Grant of Performance Stock Units On August 7, 2026, the Board, upon the recommendation of the Compensation Committee, approved grants of performance stock units (“PSUs”) to the Company’s named executive officers identified below, as well as certain other senior employees, pursuant to the Strive, Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). The PSUs are eligible to be earned based on the achievement of specified levels of the Company’s total shareholder return (“TSR”) relative to the Russell 3000, as modified by the Company’s TSR performance relative to bitcoin total return, in each case over the three-year performance period commencing on January 1, 2026 and ending on December 31, 2028. The vesting of the PSUs is also subject to the named executive officer’s continued employment through the end of the applicable performance period, except in the event the named executive officer’s employment is terminated by the Company without “cause,” the named executive officer resigns for “good reason,” or the named executive officer dies or becomes disabled. In the event of any such termination of employment, the PSUs will remain outstanding and will vest, if at all, based on the level of achievement of the applicable performance goals, as described below. Each named executive officer was granted a target number of PSUs, with Mr. Cole receiving a target award of 280,112 PSUs, each of Mr. Pham and Mr. Beirne receiving a target award of 87,535 PSUs, and Mr. Sarkhani receiving a target award of 9,191 PSUs. The number of PSUs that vest following the performance period ranges from 0% to 200% of the applicable target number of PSUs, based on the level of achievement of the applicable performance goals. The foregoing description of the PSUs does not purport to be complete and is qualified in its entirety by reference to the form of Performance Stock Unit Award Agreement, which is filed as Exhibit 10.4 hereto and is incorporated herein by reference. Item 6. Exhibits INDEX TO EXHIBITS Exhibit Number Description 3.1 Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on May 13, 2026 (effective June 15, 2026) (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 14, 2026). 3.2 Certificate of Amendment to Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on June 5, 2026 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on June 5, 2026). 3.3 Certificate of Amendment to Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on June 5, 2026 (effective June 15, 2026) (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on June 5, 2026). 36 10.1 Amended and Restated Controlled Equity OfferingSM Sales Agreement, dated June 5, 2026, by and between Strive, Inc. and Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 5, 2026). 10.2 Amended and Restated Controlled Equity OfferingSM Sales Agreement, dated June 5, 2026, by and between Strive, Inc. and Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 5, 2026). 10.3* Strive, Inc. Short-Term Incentive Plan 10.4* Form of Performance Stock Unit Agreement 31.1* Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer. 31.2* Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Financial Officer. 32.1* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). ____________ † Executive compensation plan or arrangement. * Filed or furnished herewith. ** All schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. 37 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STRIVE, INC. By: /s/ Matthew Cole Matthew Cole Chief Executive Officer Date: August 10, 2026 By: /s/ Benjamin Pham Benjamin Pham Chief Financial Officer Date: August 10, 2026 38