SEC Form FWP filed by Strive Inc.

Ben Werkman:

Hello, and thank you for joining us today. I’m here with our chairman and CEO, Matt Cole, as well as our chief risk officer, Jeff Walton. I’m Ben Werkman, chief investment officer of Strive. We’re excited to share with you our first perpetual preferred offering, SATA.

I want to bring to your attention to our disclaimers, and I would suggest each of you take the time to read them in detail at your leisure.

We’ll start by going through our term sheet at a high level, but we will also go through more of these terms in additional detail later.

This is our first security that is perpetual and preferred in nature. In terms of seniority, SATA is senior to our common stock, but would fall below debt that could be present in our capital structure in the future. The stated amount of SATA is $100 per share, and it will have a cumulative dividend with an initial rate of 12% of the stated amount. Additionally, SATA will have a moving liquidation preference with a cap of $110.

While we cannot predict or guarantee the future price of the security, our intention with SATA is to maintain a trading range that’s near its stated amount. We have a few mechanisms we can utilize to try to create this outcome. The first is a variable dividend rate which can be adjusted over time. The second would be a potential future ATM which we intend to establish in order to issue additional shares of the security, and we expect to use that ATM, subject to market demand, to help us maintain the price near the stated amount. And the third is a call option at $110 that we will also describe later.

With that, I will hand it over to Matt Cole to provide an overview of Strive and the background of our treasury.

Matthew Cole:

Thanks, Ben. Strive is an asset manager that was co-founded in 2022 by Vivek Ramaswamy with a mission focused on financial freedom. In May of 2025, Strive announced intentions to become a Bitcoin treasury company through a reverse merger with Asset Entities, which closed this September. Today, we hold 5,886 Bitcoin with no debt and completed a $750 million PIPE and through related warrants can access up to $750 million of additional capital over the next year, making it the largest equity-only financing in the history of Bitcoin treasury companies.

Following the merger, we have qualified as a well-known seasoned issuer with an S3 shelf and aimed to become the first Bitcoin treasury corporation with a perpetual preferred equity-only leverage model.

In building our management team and our board, an unwavering and unapologetic alignment for Bitcoin with executive experience to run an institutional Bitcoin treasury strategy was essential. Our six-person management team brings deep expertise across institutional fixed income, investment banking, reinsurance, legal, compliance, and Bitcoin treasury management and includes multiple successful former CEOs. Our additional board members add complementary expertise in governance, policy, capital markets, and Bitcoin treasury company executive management with board members from Strategy, the Bitcoin Bond Company, EV3, the Bitcoin Opportunity Fund, and academia. It’s a world-class team built explicitly for our mission.

We completed our reverse merger in September, 2025, and within a month, acquired 5,886 Bitcoin with zero debt. Less than two weeks after closing, we announced the first ever merger between Bitcoin treasury companies with a proposed acquisition of Semler Scientific, the second publicly traded Bitcoin treasury company. We also acquired TrueNorth, a leading Bitcoin media and research platform, which continues to be led by its founder and our Chief Risk Officer, Jeff Walton.

In addition to our equity capital raise of up to $1.5 billion, we established two complementary programs immediately after closing our reverse merger between Strive and Asset Entities, a $450 million at the market issuance program, and a $500 million stock buyback program. Together, these provide flexibility to raise or return capital as market conditions evolve. With our first perpetual preferred equity offering, we’re targeting an initial leverage ratio of up to 25% at IPO, balancing growth in Bitcoin exposure with a disciplined approach to risk.

The Strive Bitcoin treasury model is intentionally simple. Our common equity functions as amplified Bitcoin, capturing the excess return above our financing cost for investors and benefits from any additional accretive alpha or beta opportunities to expand Bitcoin exposure. The preferred equity represents Bitcoin powered yield, our leverage toggle, and sits senior in our equity capital structure. Together, we believe they form a balanced, and transparent framework.

We intend for our common equity and SATA to be the only two securities in our capital structure for at least the next 12 months (prior to giving effect to the Semler merger), and plan to focus on building out the liquidity profile for SATA as both our common equity and preferred equity securities scale.

And with that, I’ll turn it back to Ben to introduce SATA and walk through the details of Strive’s first perpetual preferred equity offering.

Ben Werkman:

Thank you, Matt. We’re very excited about the launch of SATA. This product is senior to our common equity. It’s perpetual preferred. It has a monthly variable dividend and is designed to be able to maintain a stable trading range near the stated amount of $100.

For those of you who may have worked in computing, SATA may sound familiar as a simple cable that connects a storage device to a computer’s motherboard. In the same way, the SATA perpetual preferred equity connects Bitcoin powered digital credit to traditional finance. Capital enters on the legacy rails. The store of value is upgraded through Bitcoin and value flows back as a listed, familiar, rules-based security with an attractive dividend yield. Same rails, new capability, linking traditional fixed income structures to next generation assets.

The stated amount for SATA is $100 and the monthly dividend is set to start at 12% per annum of the stated amount. We’re expecting to raise $125 million with this initial offering. This would result in an initial expected BTC rating above four. We believe under these circumstances, SATA provides many investor protections including a targeted stable price range, structured methodology for any dividend decreases, a floor rate for the dividend, cumulative dividends, and an initial 12-month cash reserve held for dividend payments based on the initial offering amount and initial dividend rate.

Dividends declared by the board of directors will be paid monthly for SATA. We’ve heard feedback from investors and seen the demand in the market for similar securities that indicates investors see value in the higher frequency monthly cadence for dividends. For SATA, the first day of the month will be the record date and then on the 15th of the month will pay any declared dividends and set the next month’s rate for SATA. This cadence will continue as our standard monthly practice.

We have a number of tools available to execute the SATA credit strategy and make this instrument a success.

Within our target range, we will have the ability to both adjust the SATA dividend rate and the SATA issuance rate via the ATM we intend to establish to maintain our target. When the price falls below our target range, we will cease selling any SATA per the expected ATM, and we will also have the option to increase the dividend rate. So what happens if SATA trades above our target range? Well, in that scenario, we could decrease the dividend rate.

We could issue SATA via a secondary offering at or below $110 or we can call SATA using the call option embedded in the instrument at $110. So as you can see, we expect there will be several tools at our disposal to manage this instrument and respond to various market conditions we may encounter.

At Strive, we believe SATA is positioned to win. From day one, we’re optimizing our capital structure and matching a long-term pristine asset in Bitcoin with long-term liabilities. We believe our blend of Bitcoin and fixed income is built to scale and has the potential to create lasting value for shareholders. We are laser focused on our strategy and thrilled to be bringing SATA to the market.

And with that, I will pass it over to our Chief Risk Officer, Jeff Walton, to take you through the risk profile and considerations for SATA.

Jeff Walton:

Thank you, Ben. This slide shows the pro-forma credit profile for the initial SATA launch. Assuming the completion of the target $125 million capital raise, our projected Bitcoin holdings will be approximately $751.7 million based on prices as of October 17th, resulting in initial BTC coverage ratio of approximately six times, reflecting the amount of Bitcoin on balance sheet supporting the preferred equity.

The anticipated annual dividend payment is $15 million, assuming a dividend rate of 12%, and our initial estimated dividend coverage ratio is a robust 50 times, meaning our Bitcoin assets exceed the annual payout by over 50 times. We’ve also set aside a full year of dividends in reserve at IPO to support payments from day one.

There are two key terms to know for the next slides. First, the BTC rating, which is simply how much Bitcoin sits on balance sheet supporting each dollar of preferred or senior claim on our balance sheet. Second, BTC risk, which reflects the statistical probability that BTC rating could dip below one over the Macaulay duration of the instrument based on modeled Bitcoin ARR and volatility.

Let’s dive deeper into Bitcoin coverage. On the left, you’ll see that with 125 million preferred issuance, our pro-forma Bitcoin holdings provide a six times coverage ratio if 100% of the proceeds are used to acquire Bitcoin.

This illustrates a substantial amount of capital buffer for the preferred claims on the balance sheet. On the right, the BTC risk table models a view of the statistical likelihood of capital coverage dropping below one by the end of the duration period, depending on different Bitcoin return and volatility scenarios. If you’re a Bitcoin skeptic, you can see there’s some risk here, and we’ve calculated a view of the statistical probability of under coverage. Now, if you’re a Bitcoin maximalist and you think Bitcoin is appreciating at 30% a year, then you could see that risk falls down to a single digit basis points or less. It’s important to note that with these graphs represent just a few ways to think about the potential risk with this instrument. An actual risk may be significantly different, but we believe this is useful in understanding how we are thinking about this instrument’s positioning.

One of the most common ways traditional fixed income investors view risk is through the lens of dividend coverage ratios, which we explore here. On the left, you’ll see our pro-forma Bitcoin holdings compared to the pro-forma annual preferred dividend payment, showing over $751 million of Bitcoin capital set against a pro-forma $15 million in annual dividend payment. On the right, we’re giving you two ways to look at that risk. The top chart shows how annual Bitcoin returns translate into dividend coverage through earnings.

If you believe the future rate of return of Bitcoin is 10% or greater, there’s a strong dividend coverage simply through the earnings on the Bitcoin. If you look at the actual compound annual growth rate over the last five years, 59.7%, which is nearly double what we’ve modeled, you see extremely robust BTC earnings dividend coverage ratios.

The lower chart highlights balance sheet strength and downside protection, two areas where Bitcoin treasury companies stand apart from traditional credit issuers. Operating with a substantial balance sheet provides a structural advantage when it comes to dividend security.

Our pro-forma balance sheet, without giving effective to the Semler Scientific transaction, includes $751 million in Bitcoin assets alongside the 125 million perpetual preferred rates. At a 12% dividend rate, and assuming no future preferred stock is issued, this equates to 50.1 years of dividend coverage, meaning our pro-forma capital could fund annual dividends for five decades at current Bitcoin prices.

Even under stress scenarios, the balance sheet demonstrates strong shock absorption capacity. For example, in a 75% Bitcoin price decline, there would still be roughly 12.5 years of dividend coverage remaining, assuming a 12% dividend rate and no future preferred issuances, showcasing the ability to absorb market shocks while preserving investor protection across a wide range of market outcomes.

Now to help frame this in familiar terms for credit investors, we’ve included a NYU Stern industry level view of interest coverage ratios in the table on the right and how they translate into credit ratings and spreads. This is the standard way the broader market looks at risk using EBITDA divided by interest expense.

On the left, we’re showing our illustrative BTC earnings driven dividend coverage ratios represented from the prior slides. Out of an abundance of caution, our data does not represent an official rating and may not be mapped one for one with these showcased industry metrics, but putting the two frameworks side by side helps you contextualize what we believe is the relative strength and showcases our sense of how our credit profile may stack up against what you would expect from a traditional issuer under different Bitcoin performance scenarios.

We view Bitcoin as a duration asset and that perspective shapes how we think about portfolio risk and treasury management. Looking at the chart above, you’ll see Bitcoin’s compound annual growth rate has been 59.7% since January, 2020, and an even more impressive 71.5% since 2015.

The lower chart tracks the rolling four year compound annual growth rate for Bitcoin. The striking takeaway here is that across Bitcoin’s entire history, the four year rolling growth rate has never been negative. Even today, after a period of substantial volatility and measured against past cycle all time highs, the four year compound annual growth rate stands around 15.3%.

We believe this showcases the resilience, adoption, and long-term growth potential at the core of this asset.

Risk management is a core priority for us, and that includes actively monitoring capital adequacy and market conditions across the portfolio. Where appropriate, we may seek to implement downside tail risk protections to help manage future liabilities. To do this effectively, we would seek to partner with leading tail risk management firms and specialists to help minimize the cost per unit of risk hedged by identifying correlated market hedging products.

While these plans are still in early stages, we believe this approach could potentially enhance our ability to handle extreme market events and protect capital even in periods of unexpected volatility. If you’re a Bitcoin maximalist and you believe in Bitcoin, and you’re looking for credit instruments, we believe you would be very enthusiastic about the unique credit profile that we’re creating here.

As many of you know, we’ve reached a definitive agreement to acquire Semler Scientific. For illustrative purposes, this slide shows the pro-forma Bitcoin coverage ratios following the proposed transaction. Assuming Semler Scientific’s convertible notes are retired using cash proceeds of the company’s combined Bitcoin holdings, on the left, you can see that the capital on our balance sheet would increase to about 1.19 billion based on current Bitcoin prices, while preferred equity outstanding remains at 125 million. On the right, the table highlights a significant increase in our BTC ratings, reflecting stronger coverage and enhanced credit quality as the two businesses come together. If there’s one key takeaway from this slide, it’s that our balance sheet is already strong and credit quality is robust. And we believe closing this transaction would further strengthen our position with credit investors, boosting balance sheet strength, dividend coverage and downside protection across the board. I will now pass it back to Matt for further perspectives of risk relativity, as well as market opportunity and landscape.

Matthew Cole:

Thank you, Jeff. This slide illustrates how adding SATA to a portfolio may enhance risk adjusted performance. When SATA is paired with preferred equity ETFs like PFF or PGX, the combined portfolio shows lower expected volatility and higher yield, moving up along the efficient frontier. The same effect may be seen with high yield ETFs such as HYG, where SATA both reduces expected volatility and increases return.

Even with dividend focused ETFs like SCHG, HD or VIG, we believe the addition of SATA lowers expected volatility across the portfolio, improving overall risk adjusted performance.

This slide compares dividend yield per unit of risk across asset classes. Rather than looking at return or volatility in isolation, we focused on yield relative to expected volatility. The existing strategy of perpetual preferred instruments have delivered superior risk adjusted yields compared to preferred equity ETFs, high yield ETFs and dividend equity focused ETFs. We believe the same relationship will hold true for SATA, giving it similar structure, credit design and disciplined capital strategy.

This slide looks at risk through the lens of duration. While the previous slide focused on expected volatility, here we use effective duration to illustrate interest rate sensitivity.

Strategy’s STRC offers a higher yield relative to similar duration fixed income instruments. And we believe the same to hold true for SATA. Strategy’s other perpetual equity securities have a higher duration, but still offer attractive high dividend yields. We believe current market conditions present an opportunity to introduce a high yield, moderate duration instrument with Bitcoin credit exposure, an opportunity SATA is designed to capture.

The demand for Bitcoin powered perpetual preferred equity this year has been remarkable. Strategy’s initial offerings totaled $1.5 billion, but investor interests drove an additional $4 billion in upsizing in the primary offerings. Including ATM issuances, they have now raised more than $6 billion in aggregate.

STRC, their variable rate perpetual preferred equity became the largest IPO of 2025 at $2.8 billion notional issued, underscoring the strong and growing appetite for high yielding securities with Bitcoin risk.

When we place this demand in the context of traditional fixed income markets, the current size of perpetual preferred equity remains small. But we believe the opportunity for market growth is enormous. The combination of higher yields and attractive risk adjusted characteristics create room for meaningful expansion. As Bitcoin Treasuries continue to scale, we believe perpetual preferred equity instruments that align Bitcoin as a long duration asset with a long duration liability will attract increasing investor demand and begin drawing capital away from conventional debt markets.

This slide shows the largest 20 Bitcoin Treasury companies today. In May, Strive held no Bitcoin. Today, we hold 5,886 Bitcoin. And if the Semler transaction is approved, that number would rise to over 10,900 Bitcoin. Among public companies, Strategy, Metaplanet, and Strive have announced a laser-like focus on perpetual preferred equity leverage model to power their Bitcoin Treasury strategies.

We believe this approach will drive a long-term, market-leading MNAV for Strive as our structure offers attractive Bitcoin exposure to potentially compound long-term returns for common equity investors and a compelling yield opportunity for Bitcoin bulls through our preferred equity. Together, we believe these complementary instruments create a balanced and scalable capital market built for sustained value creation.

This slide places Bitcoin in context among the world’s largest assets. Today, Bitcoin ranks as the eighth largest asset globally, just behind Amazon and silver. A theoretical Bitcoin price of $215,000 could make it the second largest asset in the world, trailing only gold.

This rapid ascent highlights both the speed of adoption and the structural shift underway in global capital markets. Bitcoin is no longer just a speculative asset. It is becoming a reserve and yield-generating foundation for public companies and institutional investors.

In summary, SATA is a perpetual preferred equity. It has a stated amount of $100 and will have a cumulative variable dividend with an initial interest rate of 12% of the stated amount.

SATA will have a moving liquidation preference with a cap of $110 and will also have a call option at $110. While we cannot predict or guarantee the future price of SATA, our intention is to use each of the tools at our disposal to maintain a trading range that’s near its stated amount of $100.

At Strive, we believe Bitcoin is the hurdle rate for capital deployment, and the benchmark against which the performance of all assets should be measured. Our simple capital structure allows us to focus on driving value for our common equity while building our desired leverage through our perpetual preferred equity, SATA. This streamlined approach and our intention for our common equity and SATA to be the only securities in our capital structure over the next 12 months enables us to concentrate on fostering liquidity across each product we offer. SATA provides the market with an attractive dividend yield and strong credit quality, features we believe will resonate with investors. At Strive, we’re intentional about our structure and disciplined in the products we bring to market. We are confident that we are building the right foundation and the right offerings to succeed. Thank you.