Strive Inc-A美股招股说明书(2025-11-07版)

STRIVE, INC. 2,000,000 Shares Variable Rate SeriesA Perpetual Preferred Stock Strive, Inc. is offering 2,000,000 shares of our Variable Rate SeriesA Perpetual Preferred Stock, which we refer to as our“SATA Stock.” The SATA Stock will have a stated amount of $100 per share and an initial liquidation preference of $100 pershare. The liquidation preference will be subject to adjustment in the manner described in this prospectus supplement. However, theliquidation preference will not be adjusted to an amount that is less than $100 per share. DIVIDENDS The SATA Stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at a variable rate that isdescribed more fully below and elsewhere in this prospectus supplement. Regular dividends, if any, on the SATA Stock willaccumulate on the stated amount thereof, which is $100 per share of SATA Stock, and will be payable when, as and if declared byour “board of directors” (as defined in this prospectus supplement) or any duly authorized committee thereof, out of funds legallyavailable for their payment, monthly in arrears on the 15thcalendar day of each calendar month, beginning on December15, 2025.At the closing of this offering, we intend to establish a dividend reserve in an amount equal to the first 12 months of dividendpayments (assuming dividend payments are made at a rate of 12.00% per annum) calculated as of the date of this offering (the“Dividend Reserve”) by depositing $12.00 per share of SATA Stock into a separate account (the “Dividend Payment Account”)funded by us with existing cash on hand. The initial regular dividend rate will be 12.00% per annum. However, we will have the right, in our sole and absolutediscretion, to adjust the regular dividend rate applicable to subsequent regular dividend periods in the manner described in thisprospectus supplement. Our right to adjust the regular dividend rate will be subject to certain restrictions. For example, we will notbe permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period (i) by more thanthe following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of(1) 25 basis points; and (2) the excess, if any, of (x) the “monthly SOFR per annum” (as defined in this prospectus supplement)on the firstbusiness day of such prior regular dividend period, over (y) the minimum of the monthly SOFR per annum rates thatoccur on the business days during the period from, and including, the first business day of such prior regular dividend period to,and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the monthlySOFR per annum in effect on the business day before we provide notice of the next monthly regular dividend rate per annum. Our current intention, which is subject to change in our sole and absolute discretion, is to adjust the regular dividend rate insuch a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $95 and $105 per share.For example, if the trading price of SATA Stock exceeds $105, our current intention would be to reduce the regular dividend ratewith the goal of causing the trading price of SATA Stock to decrease. Similarly, if the trading price of SATA Stock is less than $95,our current intention would be to increase the regular dividend rate with the goal of causing the trading price of SATA Stock toappreciate. We will take any such actions at our sole discretion based on our subjective assessment of market conditions and themeasures we believe are necessary to achieve our intended objectives. See “Risk Factors—Risks Related to this Offering and OurSATA Stock—We may be unsuccessful in achieving, or may abandon, our current intention of adjusting the regular dividend rate insuch a manner as we believe (in our sole and absolute judgment) would be designed to cause the SATA Stock to trade at prices, orotherwise have a value, within its targeted long-term trading range of $95 and $105 per share” and “Risk Factors—Risks Related tothis Offering and Our SATA Stock—Our right to unilaterally reduce the regular dividend rate could cause the SATA Stock toaccumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value ofthe SATA Stock to decrease, and could otherwise significantly harm investors.” Further, for any additional shares of SATA Stockthat we issue (whether in an “at-the-market” or similar offering or otherwise following the listing of SATA Stock on The NasdaqGlobal Market), our current intention (which is subject to change in our sole and absolute discretion) is to issue any such shares ofSATA Stock at a price per share not less than $95 or more than $110. TABLE OF CONTENTS REDEMPTION AND REPURCHASE We will have the right, at our election, to redeem all, or any whole number of shares