Strive's $500M 15% preferred buys bitcoin but adds $75M yearly dividends

Strive, known until September 12, 2025 as Asset Entities Inc., describes itself as a structured finance company with a bitcoin-focused treasury strategy.¹ It reports three business segments, including an asset manager with over $2.8 billion under management and Semler Scientific, which it bought on January 16, 2026.² Vivek Ramaswamy is the largest holder of voting power, helped by Class B shares that carry ten votes each.³

The operating businesses are small next to the bitcoin. In the quarter to June 30, revenue was $2.9M and the net loss was $257.6M.¹ About 89% of that loss, $228.0M, was an unrealized drop in bitcoin's value, a paper mark rather than cash out the door. Strive's adjusted loss, which removes items such as stock pay and depreciation, was still $248.8M.² In the first half of the year, operations used $39.4M of cash and Strive paid $33.2M of preferred dividends, while financing brought in $702.7M. Profits do not fund the dividends; money raised from investors does.³

Strive's main funding tool has been SATA, a preferred stock with a variable dividend rate; the board has held that rate at 13% in each of its last two decisions. SATA's first sale, in November 2025, was priced at $80 a share against a $100 face amount.¹ By October 9 there were 14,030,176 SATA shares, $1,403M at face, which at 13% costs about $182M a year.²

Bitcoin buying sped up this fall. Strive bought 3,311 bitcoin in the week to October 9 at about $84,500 each, bringing it to 32,773 coins with a fair value of $2.7B against a $2.9B cost.¹ On October 5 Strive said that while bitcoin stays under $100,000, it wants its amplification ratio above 60%. That ratio is preferred stock plus debt divided by the value of bitcoin held, and it was 55.3% at the end of September.² Between September 11 and October 9, holders exercised warrants covering about 11.3M shares, paying Strive $306M for new common stock. Strive's deck says those exercises cut the ratio from an illustrative 59% to 52% on October 9.³

SATA slipped at the same time. It closed at $99.50 on October 7, $98.81 on October 8, $99.10 on October 9 and $99.40 on October 12.¹ Strive then changed SATA's terms so it may not sell new SATA below $100 a share before fees, making an old policy binding. Strive's deck says SATA has traded at $100 or more on only 24% of days since its IPO, and that trading below $100 cuts off at-the-market sales.²

The common stock had a big run first. Director Pierre Rochard bought 15,900 shares at $12.54 in August, and Strive's deck says ASST rose 165% from July 31 to September 30.¹ On October 5, chief executive Matthew Cole sold 58,789 shares at about $31.33 from stock that had just vested, a sale that partly covered the tax on the vesting.² Our price file starts in mid-September, so we cannot confirm a full-year price range.

Strive says the offering depends on market and other conditions. Each SATS share has a $100 face amount and earns 15% a year, and the dividends build up whether or not the board declares them.¹ Dividends are figured monthly and paid in equal pieces each business day from November 9, if the board declares them. Unpaid dividends earn nothing extra, SATS cannot be converted into other securities, and it is perpetual, with no maturity date.² Strive can redeem it only if fewer than 25% of all SATS shares ever issued remain, or after a tax event. If control of Strive changes hands, holders can make Strive buy their shares back at the $100 face amount plus unpaid dividends.³ Strive will fund a reserve of $22.50 a share, equal to the first 18 months of dividends, from existing cash and securities. It is an account Strive controls, not an escrow, and the reserve's investment income goes to Strive. Its deck shows the same $112.5M.⁴

The prospectus leaves the price, the underwriters' discount and the net proceeds blank. That matters: SATA's first sale went at $80, and any price under $100 means Strive pays 15% of $100 on less than $100 of cash.¹ Barclays and Cantor lead the deal. Strive expects Nasdaq trading within 30 days of issue, though the listing may not be approved, and it plans to sell more SATS at market prices after listing.² Unlike SATA, SATS will have no target trading range, and Strive expects no price limit on those later sales.³

Strive had no debt on October 9, so SATA is the only security ahead of SATS. Ordinary liabilities, $28.6M at June 30, and any creditors of its subsidiaries, which owe nothing on SATS, also rank first.¹ If Strive does not pay SATA in full, it cannot pay SATS. The board may also skip SATS dividends for any reason, even when it has the money, and missed dividends give SATS holders no right to elect directors.² Strive can issue more SATA or other senior preferred without SATS holders' consent.³

Buyers hand over up to $500M at face and get a fixed 15% claim that ranks ahead of common stock. Strive gets the cash, and its deck assumes $387.5M of it buys about 4,697 bitcoin.¹ The prospectus also allows working capital, other assets, or buybacks of Class A or SATA, and Strive's October 5 filing said it has implemented a facility to buy back up to $500 million of SATA.² Common holders get no new shares from SATS. In return, about $75M a year in dividends now sits ahead of them.³

Against the company, the deal is large: the extra $75M a year is about 6 times Strive's revenue at its June-quarter pace. Before the deal, on October 9, Strive had $310.3M of cash and $50.3M of Strategy's STRC preferred.

Debt ratios do not apply here: Strive has no debt, and its results swing with bitcoin rather than with sales. Strive's deck shows the amplification ratio at 67% in June and 52% in October, with a goal of 60% to 70% after SATS.¹ This $500M deal alone gets to about 61% ($1.90B divided by $3,091M). The deck's 70% case assumes $2.47B of preferred equity against 42,826 BTC, roughly $1.07B of SATS, which would mean about $160M a year of SATS dividends rather than $75M.² The deck's break-even prices show the trade-off. SATS makes SATA safer: bitcoin would have to fall to $24.8k instead of $31.8k before Strive's assets drop to SATA's face value.³ SATS itself sits lower. On a $500M raise with no fees, bitcoin would need a 54% drop from the deck's $82,500, to $38,200, before bitcoin and cash stop covering both preferreds. Over the past year bitcoin traded below about $58,000 and above about $115,000.⁴

Common dilution comes from other sources. On October 9 Strive counted 110,387,204 Class A and B shares, and its 113,116,098 assumed fully diluted figure leaves out 15,255,900 shares under warrants.¹ Those warrants carry a $27.00 exercise price, just under the $27.705 close, so exercising all of them would bring Strive about $412M for those shares.² Class A shares rose about 10% in the week to October 9. Strive also said it had the capacity to raise $4.4 billion more through its stock sales programs at June 30.³

A rough value check: $2.7B of bitcoin plus $310.3M of cash and $50.3M of STRC, less $1,403M of SATA at face and $28.6M of other liabilities at June 30, leaves about $1.63B for common holders. The $3.06B market value is about 1.9 times that, before counting the operating businesses or warrant cash.¹ That premium is what lets Strive sell new common and still add bitcoin per share, and it can shrink. ASST fell from $30.23 on October 5 to $27.705 on October 12, about 8.4%. Strategy, which also holds bitcoin and issues preferred stock, fell about 7.1% over the same days, from $164.415 to $152.73.² From $27.705, ASST needs about an 8% rise to clear $30, a level it last closed above at $30.02 on October 2 and $30.23 on October 5. Strive's deck puts ASST's annualized volatility at 74% recently and 103% since the SATA IPO, against 40% to 45% for bitcoin.³

SATS may also add noise to reported profit. Strive expects to account for some redemption features as embedded derivatives, which may cause large non-cash swings in net income.¹ Strive has no accumulated earnings and profits and expects none, so SATS payouts may not count as dividends for tax purposes.²

Strive's own case rests on bitcoin, and it labels its numbers as planning assumptions. Its base case is bitcoin rising 50% a year, which it says is based on history and is not a forecast.¹ Against a 15% cost, it calls the gap a 35% spread, and it says amplification adds return only when bitcoin beats the cost of capital. It says the treasury must grow 7.2% a year to pay all SATA and SATS dividends.² In a stress case with bitcoin at $66,000 and no new capital, it says its assets cover about 11 years of dividends.³

The bull case: Strive has no debt and no pledged bitcoin, and SATS adds capital beneath SATA. It also gives Strive a way to keep raising preferred money while SATA sits under $100.¹ If bitcoin grows faster than 15% a year, each SATS dollar adds bitcoin for common holders at a fixed cost.²

The bear case, strongest first. After the 18-month reserve, Strive expects to pay SATS mainly by raising new capital, so the dividends depend on markets staying open to it.¹ Second, a fixed 15% is a high bar for an asset that traded below about $58,000 over the past year. Third, SATS is junior, and Strive can issue more SATA or other senior preferred ahead of it without SATS holders' consent, though new SATA must now sell at $100 or more.² Fourth, the SATS price is still blank. Fifth, common holders face steady new issuance.³

Dates to watch: pricing, which the deck assumes for October 15; closing, assumed for October 19; the first dividend, planned for November 9; and Nasdaq trading within 30 days of issue.¹ On October 13 Strive held SATA's rate at 13% for November, so the December rate is the next decision. Strive's third-quarter report will follow, though no filing sets its date, and the September 30 figures shared so far are unaudited.² What would prove our call wrong: SATS pricing at or near $100 (expected October 15), SATA back at $100 or more so both preferred taps reopen, and bitcoin climbing back above Strive's $89,353 average cost.³

Our call is that ASST will not close above $30 at the end of 2026. Our price file ends at the October 12 close, the day before the filing; that $27.705 close sits about 8% below $30, a level ASST topped as recently as October 5 at $30.23.¹ Warrants for 15,255,900 shares can be exercised at $27.00, and Strive keeps issuing common through its at-the-market program, which adds supply into any rally.² Preferred dividends ahead of common rise from about $182M a year for SATA alone to $257.4M with SATS, and that bigger claim can shrink the 1.9 times premium to treasury value.³ The call flips if bitcoin rises well above the deck's $82,500, because ASST has swung far more than bitcoin.⁴

The price, the underwriters' discount and the net proceeds are all blank in the prospectus, so we do not yet know how much cash Strive will get for $500M of face value.

Strive has not settled how it will account for SATS, including which redemption features become embedded derivatives, so the effect on reported profit is unknown.

No filing in our set gives a date for Strive's third-quarter results. The September 30 figures it has shared so far are preliminary and unaudited.