SEC Form 4 filed by Chief Executive Officer Cole Matthew Ryan

9/16/25 9:29:05 PM ET

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cole Matthew Ryan

(Last)

(First)

(Middle)

C/O STRIVE, INC.

200 CRESCENT COURT, SUITE 1400

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Strive, Inc. [ ASST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	09/12/2025		A		18,459,504⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Class B Common Stock	18,459,504	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	18,459,504	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	09/12/2025		A		57,183⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Class B Common Stock	57,183	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	57,183	I	By Spouse

Explanation of Responses:

1. On September 12, 2025, pursuant to the 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 (as it may be further amended, restated or otherwise modified from time to time, the "Merger Agreement," and the consummation of the transactions contemplated thereby, the "Closing"), by and among the Registrant, Strive Enterprises, Inc., an Ohio corporation, and Alpha Merger Sub, Inc., an Ohio corporation and a direct, wholly owned subsidiary of the Registrant, (i) each share Class B Common Stock of Old Strive (the "Old Strive Shares")

2. (Footnote 1 continued) held by the Reporting Person as of the Closing was converted into the right to receive a number of shares of Class B Common Stock of the Registrant (the "New Strive Shares") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive Shares held by the Reporting Person and (y) a ratio equal to 70.9470650 (the "Exchange Ratio"), (ii) each outstanding restricted stock unit in respect of Old Strive Shares held by the Reporting Person as of the Closing (each, an "Old Strive RSU") was converted into an award of restricted stock units with respect to a number of New Strive Shares (each, a "New Strive RSU") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSUs held by the Reporting Person by (y) the Exchange Ratio, which such New Strive RSUs shall remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSU

3. Each share of Class B Common Stock of the Registrant, automatically and without further action by the Reporting Person, shall be converted into one share of Class A Common Stock, upon the occurrence of a Transfer, other than a Permitted Transfer (each as defined in the Registrant's Amended and Restated Articles of Incorporation) or all shares of Class B Common Stock, automatically and without further action by the Reporting Person, shall be converted into an identical number of shares of Class A Common Stock at such date and time, or the occurrence of an event, specified by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under the Registrant's Amended and Restated Articles of Incorporation) of the holders of a majority of the total voting power of the outstanding Class B Common Stock, voting as a separate class.

4. (Footnote 3 continued) The Class B Common Stock may also be converted into Class A Common Stock at the election of the Reporting Person.

5. Each of the time-vesting condition and the performance vesting condition of the Restricted Stock Units was deemed to have been achieved subject to the Closing.

	/s/ Brian Logan Beirne, attorney-in-fact for Matthew Ryan Cole	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

09/12/2025

18,459,504⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

⁽⁵⁾

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Class B Common Stock

18,459,504

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

18,459,504

Restricted Stock Units

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

09/12/2025

57,183⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

⁽⁵⁾

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Class B Common Stock

57,183

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

57,183

By Spouse

SEC Form 4 filed by Chief Executive Officer Cole Matthew Ryan

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