Strive Inc-A美股招股说明书(2026-06-08版)

STRIVE, INC. Up to $2,600,000,000 of Variable Rate Series A Perpetual Preferred Stock This Amendment No. 1 to prospectus supplement (the “amendment”) amends our prospectus supplement dated December 9, 2025(the “prospectus supplement”). This amendment should be read in conjunction with the prospectus supplement and theaccompanying prospectus dated September 15, 2025 (the “prospectus”), both of which are to be delivered with this amendment. Thisamendment amends only those sections of the prospectus supplement listed in this amendment, all other sections of the prospectussupplement remain as is. We previously entered into a Controlled Equity OfferingSMSales Agreement with Cantor Fitzgerald & Co., Barclays Capital Inc. andClear Street LLC (collectively, the “Original Agents”), dated December9, 2025 (the “Original Agreement”); which was amendedand restated on June 5, 2026 (as amended and restated, the “Sales Agreement”) with the Original Agents and The BenchmarkCompany, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (together withthe Original Agents, the “Agents”), relating to the sale of shares of our Variable Rate SeriesA Perpetual Preferred Stock, par value$0.001 per share (the “SATA Stock”) offered by the prospectus supplement, as amended by this amendment. As amended and restated,the Sales Agreement provided for The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim GroupLLC and H.C. Wainwright & Co., LLC to be added as additional sales agents and increased the aggregate offering price of our SATAStock that we may offer and sell under the Sales Agreement from up to $500,000,000 to up to $2,600,000,000 (which amount includesshares that we sold under the Sales Agreement prior to the date of this amendment) from time to time through the Agents. We are filingthis amendment to amend the prospectus supplement to add The Benchmark Company, LLC, StoneX Financial Inc., B. RileySecurities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC as additional Agents and increase the aggregate dollar amountof the shares of SATA Stock that we may sell pursuant to the Sales Agreement. As of June 2, 2026, we have sold an aggregate of3,263,908 shares of our SATA Stock pursuant to the Sales Agreement for gross proceeds of approximately $326.3 million. Our SATA Stock is traded on The Nasdaq Global Market under the symbol “SATA.” The last reported sale price of our SATA Stock onThe Nasdaq Global Market on June 2, 2026 was $97.32 per share. Sales of our SATA Stock, if any, under this prospectus supplement may be made by any method that is deemed an “at the marketoffering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), includingsales made directly on or through The Nasdaq Global Market or any other existing trading market for our SATA Stock, sales made toor through a market maker other than on an exchange or otherwise, directly to one or more of the Agents as principals, in negotiatedtransactions (including block transactions) at market prices prevailing at the time of sale, at prices related to such prevailing marketprices, and/or in any other method permitted by law. Our SATAStock will be offered and sold through the Agents over a period oftime and from time to time. None of the Agents are required to sell any specific amount, but each will act as our sales agent usingcommercially reasonable efforts, consistent with its normal trading and sales practices, on mutually agreed terms between the Agentsand us. There is no current arrangement for funds to be received in an escrow, trust or similar arrangement. The Agents will be entitled to compensation under the terms of the Sales Agreement at a commission rate of up to 3.0% of the grossproceeds from each sale of our SATA Stock. In connection with the sales of our SATA Stock on our behalf, the Agents will be deemedto be an “underwriter” within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contributions to the Agents against certain liabilities,including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See thesection entitled “Plan of Distribution” beginning on page S-10 of this amendment for additional information regarding thecompensation to be paid to the Agents. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus supplement and our other filings with the Securities and ExchangeCommission. Investing in our SATA Stock involves a high degree of risk. You should review carefully the risks and uncertainties referencedunder the heading “Risk Factors” on page S-12 of the prospectus supplement dated Dece