Strive, Inc. (NASDAQ:SATA) ("Strive" or the "Company") today announced that, subject to market and other conditions, it intends to conduct a $150 million follow-on offering (the "offering") registered under the Securities Act of 1933, as amended (the "Securities Act"), of shares of Strive's Variable Rate Series A Perpetual Preferred Stock (the "SATA Stock").

Strive intends to use the net proceeds of this offering, together with cash on hand and potentially cash from terminating Strive's existing capped call transactions relating to the outstanding 4.25% Convertible Senior Notes due 2030 (the "Semler Convertible Notes") issued by Semler Scientific, Inc., a wholly-owned subsidiary of Strive ("Semler Scientific"), and guaranteed by Strive, pursuant to an indenture, dated as of January 28, 2025, between Semler Scientific and U.S Bank Trust Company, National Association, as trustee (the "Trustee"), as amended by a supplemental indenture, dated January 16, 2026, by and among Semler Scientific, Strive and the Trustee, (i) to finance the redemption, repurchase, repayment, satisfaction and discharge or other payment of all or a portion of the Semler Convertible Notes and Semler Scientific's outstanding borrowings under its master loan agreement with Coinbase Credit Inc., which may include one or more repurchases pursuant to privately negotiated transactions, and the payment of accrued and unpaid interest thereon, with the purpose of returning to a perpetual-preferred only amplification model, (ii) the acquisition of bitcoin and bitcoin-related products and (iii) for working capital and general corporate purposes.

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