Strive Inc-A美股招股说明书(2026-01-22版)

STRIVE, INC. Shares Variable Rate SeriesA Perpetual Preferred Stock Strive, Inc. is offeringshares of our Variable Rate SeriesA Perpetual Preferred Stock, par value $0.001 per share,which we refer to as our “SATA Stock.” The SATA Stock has a stated amount of $100 per share and an initial liquidationpreference of $100per share. The liquidation preference is subject to adjustment in the manner described in this prospectussupplement. However, the liquidation preference will not be adjusted to an amount that is less than $100 per share. DIVIDENDS The SATA Stock accumulates 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 shares of SATA Stockhereto will accumulate in the stated amount thereof, which is $100 per share of SATA Stock, and will be payable when, as and ifdeclared by our “board of directors” (as defined in this prospectus supplement) or any duly authorized committee thereof, out offunds legally available for their payment, monthly in arrears on the 15thcalendar day of each calendar month, beginning onFebruary15, 2026. Concurrentwith the closing of our initial public offering of the SATA Stock on November10, 2025 (the “IPOClosing”), we established an initial dividendreserve in an amount equal to the first 12 months of dividend payments (whichassumed dividend payments at a rate of 12.00%per annum) calculated as of the date of the IPO Closing (the “Initial DividendReserve”) and deposited $12.00 per share of SATA Stockinto a separate account (the “Dividend Payment Account”) funded by uswith existing cash on hand.Concurrentwith the closing of this offering, we intend to increase the dividendreserve in the DividendPayment Account in an amount equal to the first 12 months of dividend payments (assuming dividend payments are made at a rateof 12.25%per annum) calculated as of the date of the closing of this offering and will deposit $12.25 per share of SATA Stock soldin this offering into the Dividend Payment Account (together with the Initial Dividend Reserve, the “Dividend Reserve”). The regular dividend rate has been set at 12.25% per annum with respect to the regular dividend period beginning onDecember16, 2025. However, we have the right, in our sole and absolute discretion, to adjust the regular dividend rate applicableto subsequent regular dividend periods in the manner described in this prospectus supplement. Our right to adjust the regulardividend rate is subject to certain restrictions. For example, we are not permitted to reduce the monthly regular dividend rate perannum that applies to any regular dividend period (i) by more than the following amount from the monthly regular dividend rateper 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 first business day of such prior regular dividendperiod, over (y) the minimum of the monthly SOFR per annum rates that occur on the business days during the period from, andincluding, the first business day of such prior regular dividend period to, and including, the last business day of such prior regulardividend period; or (ii) to a rate per annum that is less than the monthly SOFR per annum in effect on the business day before weprovide 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, c