ASST

Strive, Inc. 10-Q Summary: Q1 2026

Business Context and Reporting Period

This report covers the quarterly period ended March 31, 2026. Strive, Inc. (Successor) is a structured finance company and institutional asset manager that adopted a bitcoin treasury strategy. The reporting period reflects significant structural changes, including the completion of the Semler Scientific Merger on January 16, 2026, and a 1-for-20 reverse stock split effective February 6, 2026. The company operates through three segments: Asset Management, Medical Device (acquired via Semler), and Corporate & Other (bitcoin operations).

Key Financial Metrics

Note: Q1 2025 figures reflect the Predecessor (Strive Enterprises, Inc.) prior to the reverse acquisition and Semler merger.

Material Changes vs. Prior Period

• Revenue Growth: Total revenue increased 94.0% to $2.76 million, driven by the addition of $1.37 million in medical device revenues from the Semler Scientific acquisition. Investment advisory fees remained relatively flat at $1.35 million.
• Operating Expenses: Total operating expenses surged 275.2% to $20.62 million. This was primarily due to a $11.0 million increase in employee compensation (including $6.5 million in share-based compensation) and a $4.0 million increase in general and administrative expenses related to the merger and public company status.
• Investment Losses: The company recorded a $295.78 million net unrealized loss on digital assets (bitcoin) due to fair value adjustments. This line item did not exist in the prior period.
• One-Time Items: The quarter included a $66.70 million bargain purchase gain from the Semler acquisition, partially offset by $8.46 million in loss on extinguishment of debt and $6.53 million in transaction costs.
• Capital Structure: The company issued Variable Rate Series A Perpetual Preferred Stock (SATA Stock) and exchanged $90 million of Semler Convertible Notes for SATA Stock. As of May 12, 2026, the company repurchased the remaining long-term notes, leaving it with no debt outstanding.

Guidance, Outlook, and Risks

• Bitcoin Strategy: Management continues to deploy capital into bitcoin, viewing it as a hurdle rate for capital deployment. As of March 31, 2026, holdings totaled 13,628 bitcoin. Subsequent to the quarter end (as of May 12, 2026), holdings increased to 15,009 bitcoin.
• Liquidity: The company maintains strong liquidity with $95.1 million in cash and $50.5 million in preferred equity investments. It has active At-The-Market (ATM) programs for both Class A common stock ($276.3 million remaining capacity) and SATA Stock ($487.8 million remaining capacity).
• Dividend Policy: SATA Stock pays variable dividends. The rate was 12.75% as of March 31, 2026, and increased to 13.00% effective May 16, 2026. A subsequent amendment filed in May 2026 changes dividend payments from monthly to a daily basis starting June 16, 2026.
• Risks: Primary risks include significant volatility in bitcoin market prices, which directly impacts net income, and the uncertainty of legal proceedings related to the Semler Scientific acquisition (specifically a shareholder lawsuit regarding DOJ disclosure timing).

Investor Verification Checklist

• Bitcoin Valuation: Verify the fair value of the 13,628 bitcoin held ($929.4 million) against current market prices, as unrealized losses drove the majority of the net loss.
• Debt Status: Confirm the complete extinguishment of the Semler Convertible Notes and Coinbase Loan as of May 12, 2026, as reported in subsequent events.
• Preferred Stock Terms: Review the Amended and Restated Certificate of Designation for SATA Stock regarding the shift to daily dividend payments and the variable rate mechanism tied to SOFR and trading price targets.
• Merger Accounting: Assess the provisional nature of the Semler Scientific acquisition accounting, specifically the $66.7 million bargain purchase gain and the valuation of acquired intangible assets.
• Legal Contingencies: Monitor the status of the Ravi Krishnamoorthy v. Semler Scientific, Inc. lawsuit filed in August 2025.