Strive, Inc.

Item 8.01. Other Events. On July 27, 2026, Strive, Inc. ("Strive" or the "Company") announced that during the period from July 20, 2026 through July 24, 2026, Strive purchased 79 bitcoin at an average price of approximately $65,723 per bitcoin, inclusive of fees and expenses. The Company also announced the following updates to its holdings of cash and cash equivalents, bitcoin, and Variable Rate Series A Perpetual Stretch Preferred Stock of Strategy Inc. (the "STRC Stock") and shares outstanding of Class A common stock, Class B common stock, and Variable Rate Series A Perpetual Preferred Stock (the "SATA Stock"): As of July 17, 2026 As of July 24, 2026 Change Cash and cash equivalents (in thousands) $ 157,400 $ 154,000 $ (3,400) Fair value of STRC Stock (in thousands) $ 43,071 $ 43,879 $ 808 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Shares of STRC held 505,000 505,000 — Bitcoin held 19,921 20,000 79 Shares outstanding: (1) Class A common stock 73,869,961 74,307,438 437,477 Class B common stock 9,800,012 9,792,535 (7,477) Effective Common Shares Outstanding (2) 83,669,973 84,099,973 430,000 Options (3) 997,730 997,730 — RSU (Unvested) (3) 1,613,432 1,597,269 (16,163) Assumed Fully Diluted Shares (4) 86,264,972 86,694,972 430,000 Shares Underlying Traditional Warrants (5) 26,596,510 26,596,510 — SATA Stock 7,829,502 7,829,502 — (1) Includes shares outstanding and shares sold through 4:00pm EST, which will be issued on the following business day. (2) Effective Common Shares Outstanding is calculated as the sum of Class A common stock and Class B common stock. (3) Represents outstanding employee stock awards. (4) Assumed Fully Diluted Shares Outstanding represents Effective Common Shares Outstanding plus shares underlying all potentially dilutive securities, including options and unvested RSUs. Shares underlying T... Cautionary Statement Regarding Forward-Looking Statements Certain statements herein and in the press release attached hereto 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 Strive’s intentions with respect to adjusting the SATA Stock dividend rate. 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, including, 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 Class A common stock or 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; • other factors that may affect future results of Strive or the future trading performance of its 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 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 herein and in the press release attached hereto 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.