Strive, Inc.

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2026

STRIVE, INC.

(Exact name of Company as specified in its charter)

(855) 427-7360

(Company’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company☒

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Sales Agreement

On October 26, 2026, the Company entered into a Controlled Equity Offering SMSales 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.

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.