Strive, Inc.

Item 1.01. Entry into a Material Definitive Agreement. Sales Agreement On October 26, 2026, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. (“Cantor”), Barclays Capital Inc. (“Barclays”), Clear Street LLC (“Clear Street”), StoneX Financial Inc. (“StoneX”), B. Riley Securities, Inc. (“B. Riley”), Maxim Group LLC (“Maxim”) and H.C. Wainwright & Co., LLC (“H.C. Wainwright”) (each, an “Agent” and collectively, the “Agents”), pursuant to which the Company from time to time, at its option, may offer and sell shares (the “ATM Shares”) of its 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share (the “SATS Stock”) to or through the Agents, acting as principal and/or agent, having an aggregate sales price of up to $1,000,000,000 (the “ATM Offering”). Subject to the terms and conditions of the Sales Agreement, the Agents will use commercially reasonable efforts consistent with normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agents have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Agents will be entitled to a commission of up to 2.0% of the aggregate gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agents in connection with the offering. Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares, and may at any time suspend the offering of ATM Shares under the Sales Agreement or terminate the Sales Agreement. The ATM Shares to be sold under the Sales Agreement, if any, will be issued and sold pursuant to a prospectus supplement (the “Prospectus Supplement”), filed with the Securities and Exchange Commission on October 26, 2026 in connection with the ATM Offering under its existing automatic shelf registration statement on Form S-3 (File No. 333-290252), which was filed with the Securities and Exchange Commission on September 15, 2025 (the “Registration Statement”), and the base prospectus contained therein. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction. The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. Brownstein Hyatt Farber Schreck, LLP, counsel to the Company, has issued a legal opinion relating to the validity of the ATM Shares under Nevada law. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

Item 8.01. Other Events. On October 26, 2026, the Company issued a press release announcing, among other things, the filing of the Prospectus Supplement in connection with the ATM Offering and entry into the Sales Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Statement Regarding Forward-Looking Statements Certain statements herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, express or implied statements regarding the outlook and expectations of Strive and its subsidiaries, the strategic benefits and financial benefits of the merger transaction with Semler Scientific, Inc. (the “merger transaction”), including the expected impact of the merger transaction on Strive’s future financial performance and the ability to successfully integrate the combined businesses, and the anticipated use of proceeds of the ATM offering. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “predict,” “potential,” “assume,” “forecast,” “target,” “budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgments of Strive and its management team about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements as a result of various important factors. Other risks, uncertainties and assumptions, include, among others, the following: the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries; ─────────────────────────────────────────────────────────────────────────────────────────────────── the possibility that the anticipated benefits of the merger transaction are not realized when expected or at all, including as a result of changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets, general economic and market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement; the diversion of management’s attention from ongoing business operations and opportunities; dilution caused by Strive’s issuance of additional shares of its SATS Stock, Class A Common Stock or Variable Rate Perpetual Preferred Stock (the “SATA Stock”); potential adverse reactions of Strive’s clients and customers or changes to business or employee relationships, including those resulting from the completion of the merger transaction; and other factors that may affect future results of Strive or the future trading performance of its SATS Stock, Class A Common Stock or SATA Stock. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────── These factors are not necessarily all of the factors that could cause Strive’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Strive’s results. Although Strive believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that the actual results of Strive will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in Strive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and quarterly reports on Form 10-Q, and other documents subsequently filed by Strive with the SEC. The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Strive or its businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this press release speak only as of the date hereof, and Strive undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. No Offer or Solicitation Neither this Current Report on Form 8-K nor the press release filed hereto constitutes an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.