Strive, Inc.

(1)Organization

Strive, Inc. (the "Company", "Strive", or the "Successor"), a Nevada corporation, is a bitcoin treasury asset management firm trading on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ASST". The Company earns substantially all of its revenue from investment advisory and other investment management services, and generates market returns from investments in bitcoin and bitcoin-related products.

The Company operates through wholly-owned subsidiaries, including, among others, Strive Enterprises, Inc. ("SEI") and Strive Asset Management, LLC ("SAM"), a registered investment advisor with the Securities and Exchange Commission ("SEC"). SAM provides sub-advisory services for the Strive funds (the "Funds"), a series of exchange traded funds ("ETFs"), and has the discretionary responsibility to select investments in accordance with each fund's investment objectives, policies, and restrictions. SAM is not responsible for selecting broker-dealers or placing trades for the Funds. Products are offered through intermediaries in a variety of vehicles, ETFs, separate accounts, and collective investment trust funds.

On May 6, 2025, SEI (the "Predecessor") entered into that certain Agreement and Plan of Merger, dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (the "Asset Entities Merger Agreement") with Asset Entities Inc. ("Asset Entities"). On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc. (the "Asset Entities Merger").

(2)Summary of Significant Accounting Policies

Basis of presentation

The accompanying consolidated financial statements and the related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Since the merger between Strive Enterprises, Inc. and Asset Entities has been determined to be a reverse acquisition, with SEI being the accounting acquirer, the Company determined that SEI is the Predecessor and Strive, Inc. is the Successor. The financial information as of December 31, 2024 and for the year ended December 31, 2024 and period from January 1, 2025 to September 11, 2025 reflect the historical financial information of the Predecessor and are referred to as the "Predecessor Periods". The financial information as of December 31, 2025 and for the period from September 12, 2025 to December 31, 2025 reflect the financial information of Strive, Inc. and are referred to as the "Successor Periods".

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and accompanying notes. Due to uncertainties in the estimation process, actual results could differ from those estimates.

Reverse stock split

On February 6, 2026, the Company amended its articles of incorporation in order to effect a 1-for-20 reverse stock split of its outstanding shares of Class A and Class B common stock. As a result of the reverse stock split, every 20 shares of the Company’s Class A and Class B common stock issued or outstanding were automatically reclassified into one new share of Class A or Class B common stock, respectively, without any action on the part of the holders. Concurrently with the reverse stock split, the number of shares of Class A common stock available to purchase and the related exercise price of outstanding warrants were adjusted pro-rata to give effect to the reverse stock split. All historical share and per-share amounts of the Successor reflected throughout the accompanying consolidated financial statements and other financial information in this Annual Report have been retroactively adjusted to reflect the reverse stock split as if the split occurred as of the earliest Successor period presented. The reverse stock split did not affect the par value of the Class A and Class B common stock. No fractional shares were issued in connection with the reverse stock split.

Business combinations

In accordance with ASC Topic 805 “Business Combinations", acquired assets and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. Goodwill is calculated as the amount by which the purchase consideration exceeds the net identifiable assets acquired.

Determining the fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset.

Cash and cash equivalents

Short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company’s cash is held with major financial institutions and may at times exceed federally insured limits. As of December 31, 2025 and December 31, 2024, the Company did not have any restricted cash.

Short-term investments

Short-term investments have maturities exceeding three months and less than twelve months at the time of purchase. The Company classifies short-term investments as held-to-maturity based on the Company's intent to sell the security or, its intent and ability to hold the short-term investment to maturity. Held-to-maturity debt securities are purchased with the intent and ability to hold until maturity and are carried at amortized cost. Interest income on short-term investments is recognized using the effective interest method and included in interest and dividend income on the consolidated statements of operations.

Digital assets, at fair value

The Company accounts for its digital assets, which consist solely of bitcoin, in accordance with Accounting Standards Codification ("ASC") 350-60, Intangibles - Goodwill and Other - Crypto Assets. The Company has ownership of and control over its bitcoin and is engaged with multiple geographically dispersed third-party custodial services to store its bitcoin. The Company initially records its digital assets at cost, inclusive of transaction costs and fees. The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, which is considered a Level 1 input within the fair value hierarchy. Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets, at fair value. Realized gains or losses are recorded upon the sale of digital assets based upon the difference between the sales price and the carrying value of the specific bitcoin sold.

Leases

The Company determines if a contract is a lease or contains a lease at inception. The Company accounts for its headquarters office lease as an operating lease, which may include escalation clauses that are based on an index or market rate. The Company accounts for lease and non-lease components, including common areas maintenance charges, as a single component for its leases. The Company elected the short-term lease exception for leases with an initial term of 12 months or less. Consequently, such leases are not recorded on the consolidated statements of financial condition. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain they will be exercised or not.

The Company recognizes right-of-use (“ROU”) lease assets and operating lease liabilities on the consolidated statements of financial condition based on the present value of future lease payments over the lease term at the commencement date discounted using an incremental borrowing rate (“IBR”). The IBR for individual leases is estimated considering the Company’s credit rating using various financial metrics, and, as appropriate, performing market analysis of yields on publicly traded bonds (secured and unsecured) with similar terms of comparable companies in a similar economic environment. ROU assets are tested for impairment when there is an indication that the carrying value of an asset may not be recoverable. Fixed lease payments made over the lease term are recorded as lease expense on a straight-line basis. Variable lease payments based on usage, changes in an index or market rate, are expensed as incurred.

Property and equipment

Property and equipment, consisting of hardware and equipment, furniture and fixtures, tenant improvements, and software are carried at cost less accumulated depreciation. As of December 31, 2025 and December 31, 2024, the Company had $0.4 million and $0.2 million, respectively, of accumulated depreciation which is included in property and equipment, net on the consolidated statements of financial condition.

Property and equipment is tested for impairment when there is an indication that the carrying amount of an asset may not be recoverable. When an asset is determined to not be recoverable, the impairment loss is measured based on the excess, if any, of the carrying value of the asset over its fair value.

Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows:

Intangible assets

Intangible assets, consisting of domain names, are carried at cost less accumulated amortization. For finite-lived intangible assets, if potential impairment circumstances are considered to exist, the Company will perform a recoverability test using an undiscounted cash flow analysis. If the carrying value of the asset is determined not to be recoverable based on the undiscounted cash flow test, the difference between the carrying value of the asset and its current fair value would be recognized as an expense in the period in which the impairment occurs. Intangible assets are amortized over a period often years. As of both December 31, 2025 and December 31, 2024, the Company had less than $0.1 million of accumulated amortization which is included in intangible assets, net on the consolidated statements of financial condition.

Fair value measurement

The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below:

Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability.

The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring the fair value prioritize the use of observable inputs and minimize the use of unobservable inputs.

As of December 31, 2025 and December 31, 2024, the fair value of the Company's financial assets and liabilities not held at fair value on the consolidated statements of financial condition equaled the related carrying value given the short-term maturities of all.

Revenue recognition - investment advisory fees

The Company recognizes revenue when it satisfies performance obligations under the terms of contracts with clients. The Company earns substantially all of its revenue from SAM investment advisory and sub-advisory contracts (collectively “Investment Advisory Fees” and “Investment Advisory Contracts”) related to its asset management services. Investment advisory fees, generally calculated as a percentage of assets under management (“AUM”), are recorded as revenue as services are performed over time because the customer is receiving and consuming the benefits as they are provided by the Company.

SAM’s investment advisory contracts have a single performance obligation because the contracted services are not separately identifiable from other obligations in the contracts and therefore, are not distinct. All performance obligations to provide investment advisory services are satisfied over time by SAM and the Company recognizes revenue through SAM as time passes.

The fees SAM receives for its services under its investment advisory contracts are based on AUM, which changes based on the value of securities held under each investment advisory contract. These fees are thereby constrained and represent variable consideration, and they are excluded from revenue until the AUM on which SAM’s client is billed is no longer subject to market fluctuations. In addition, the Company may contract with third parties to provide advisory services on its behalf. The investment advisory contracts typically have contractual terms that extend throughout the life of the fund being advised, which generally contain provisions allowing the third party advisor to remove the Company with prior notice. Clients are typically charged monthly or quarterly, either in advance or arrears, based on the fee arrangement agreed to with each client; payment terms vary depending on the client and services offered. Based on the nature of the agreements, the performance obligations are generally satisfied throughout the contractual term.

Fund management and administration expense

Direct fund expense, which is expensed as incurred, primarily consists of third-party advisory and non-advisory expense incurred by Strive related to certain investment products, reference data for certain indices, custodial services, fund administration, fund accounting, transfer agent services, stockholder reporting services, audit and tax services as well as other fund-related expense directly attributable to the operations of Strive offerings.

Share-based compensation

Share-based compensation expense is measured based on the grant-date fair value of the share-based awards. The Company recognizes share-based compensation expense for the portion of each stock award that is expected to vest over the estimated period of service and vesting. For awards that contain a performance condition, share-based compensation expense is not recorded until the achievement of the related performance condition is determined to be probable. Forfeitures are recognized as incurred. Share-based compensation expense is recognized on a straight-line basis over the requisite service period of the grant.

Income taxes

The Company is a C-Corporation and is treated as a corporation for federal and state income tax purposes and all wholly owned subsidiaries are disregarded entities for tax purposes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The deferred income tax provision represents the change during the reporting period in the deferred tax assets and deferred tax liabilities. The effect on deferred tax assets and liabilities of a change in tax rates is recognized on the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.

Management assesses the recoverability of its deferred income tax assets based upon expected future earnings, taxable income in prior carryback years, future deductibility of the asset, changes in applicable tax laws and other factors. If management determines that it is not more likely than not that the deferred tax asset will be fully recoverable in the future, a valuation allowance will be established for the difference between the asset balance and the amount expected to be recoverable in the future. This allowance will result in additional income tax expense. Further, the Company records its income taxes receivable and payable based upon its estimated income tax position.

Earnings per share ("EPS")

Basic net income (loss) per common share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of Class A and Class B common stock outstanding and assumed outstanding common stock during the period. Diluted net income (loss) per common share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of Class A and Class B common stock and potential shares of common stock outstanding during the period. Net income (loss) attributable to common stockholders is computed by deducting the dividends declared in the period on the Company’s preferred stock, if any, from net income (loss). The impact from potential shares of common stock on the diluted earnings per share calculation are included when dilutive. Potential shares of Class A common stock consisting of shares underlying employee share awards and outstanding warrants are computed using the treasury stock method. Potentially dilutive shares are only included in the amount of dilutive shares if their impact results in dilution to net income (loss) per share.

The Company's common stock consists of two classes of common stock, Class A and Class B. Holders of Class A common stock generally have the same rights, including rights to dividends, as holders of Class B common stock, except that holders of Class A common stock haveone vote per share while holders of Class B common stock haveten votes per share. Each share of Class B common stock is convertible at any time, at the option of the holder, intoone share of Class A common stock. As such, basic and fully diluted earnings per share for Class A common stock and for Class B common stock are the same. The Company has never declared or paid any cash dividends on either Class A or Class B common stock.

Accounting standards adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures(“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss. The new standard also requires companies to disclose the title and position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment. The Company adopted the disclosure requirements of ASU 2023-07 during the year ended December 31, 2024.

In December 2023, the FASB issued ASU No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The Company adopted the requirements of ASU 2023-09 during the year ended December 31, 2025.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company's bitcoin holdings) to be measured at fair value in the consolidated statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective January 1, 2025 on a prospective basis. Given the Company did not hold any in-scope digital assets prior to January 1, 2025, there was no cumulative-effect adjustment as a result of the adoption of ASU 2023-08.

Accounting standards not yet adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires entities to disaggregate in a tabular presentation disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. Specifically, ASU 2024-03 requires disaggregation of expense captions that include any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses. The requirements are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and are required to be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company does not expect the additional disclosure requirements under ASU 2024-03 to have a material impact on the consolidated financial statements.

(3)Digital Assets, at Fair Value

The Company accounts for its digital assets, which are comprised solely of bitcoin, in accordance with ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets. The Company’s digital assets are initially recorded at cost, inclusive of transaction costs and fees. The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, resulting in their classification as Level 1 instruments. Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets, at fair value. As of December 31, 2025, there are no contractual restrictions on the Company's holdings of digital assets.

The following table provides a summary of the changes in the Company's digital assets, at fair value for the period from September 12, 2025 to December 31, 2025 (in thousands):

The Company's investments in digital assets are summarized below. The Company did not hold any investments in digital assets prior to September 12, 2025.

(4)Business Combinations

Acquisition of Asset Entities, Inc.

On May 6, 2025, the Predecessor entered into the Asset Entities Merger Agreement. On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc.

The Company accounted for the transaction as a reverse acquisition under ASC 805, Business Combinations, with SEI being the accounting acquirer based on existing Strive stockholders retaining the majority of the voting interests, as well as the senior management and directors representing the majority of senior management and directors, respectively, following the close of the transaction. As a result, the Company recognized the assets acquired, including trade names and customer relationship intangible assets, and liabilities assumed at their acquisition date fair value, with goodwill recognized based on the excess of the consideration transferred and the net assets acquired. None of the goodwill acquired was deductible for tax purposes.

As part of the Asset Entities acquisition, the Predecessor incurred transaction costs of $15.7 million during the period from January 1, 2025 to September 11, 2025 and the Successor incurred transaction costs of $6.0 million during the period from September 12, 2025 to December 31, 2025.

During the period from September 12, 2025 to December 31, 2025, based on the Company's determination to suspend subscriptions on certain legacy Discord servers acquired as part of the acquisition of Asset Entities and a decline in the price of the Company's Class A common stock, the Company performed a goodwill and intangible asset impairment test. Based on this assessment, the Company recognized a goodwill and intangible asset impairment charge totaling $140.8 million during the period from September 12, 2025 to December 31, 2025. As of December 31, 2025 and December 31, 2024, the Company hadno goodwill. As of December 31, 2025 and December 31, 2024, the Company had $0.4 million and $0.2 million of intangible assets, respectively.

The following table summarizes the consideration transferred and the assets acquired and liabilities assumed at their acquisition date fair value (in thousands):

Acquisition of Semler Scientific, Inc.

On September 22, 2025, Strive, Inc. entered into that certain Agreement and Plan of Merger (the "Semler Scientific Merger Agreement") with Semler Scientific, Inc. ("Semler Scientific") (the "Semler Scientific Merger"). On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive.

As part of the Semler Scientific Merger, the Company incurred transaction costs of $6.4 million during the period from September 12, 2025 to December 31, 2025.

The Company expects to account for the transaction as a business combination under ASC 805, Business Combinations, with the Company being considered the acquirer for accounting purposes. As a result, the Company will recognize the assets acquired and liabilities assumed at their acquisition date fair value. The initial accounting for the acquisition was not complete at the time this Annual Report on Form 10-K due to the timing of the acquisition. As a result, full disclosures required under ASC 805-10-50 -Business Combinations cannot be made at this time.

On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific. In addition, we assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering (as defined below) (the “Notes Exchange”). As of January 27, 2026, and following the settlement of the Notes Exchange, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding. See Note 10 for more information on the exchange transaction.

On January 16, 2026, in connection with the Semler Scientific merger, we assumed a $20.0 million loan with Coinbase Credit Inc. from Semler Scientific (the “Coinbase Loan”). On January 27, 2026, we fully retired the Coinbase Loan using cash on hand as well as a portion of net proceeds obtained through the public follow-on offering of SATA Stock. See Note 10 for more information on the follow-on public offering of SATA Stock.

(5)Short-term investments

Short-term investments consist of U.S. Treasury Bills that have maturities exceeding three months and less than twelve months at the time of purchase and are stated at amortized cost. The Company classifies short-term investments as held-to-maturity based on the Company's intent to hold the short-term investment to maturity. The Company does not hold any short-term investments as of December 31, 2025. The Predecessor's short-term investments are summarized below (in thousands):

(6)Revenue

The Company earns a substantial portion of its revenue from investment advisory, consulting services, and subscription revenue. The table below summarizes the Company's investment advisory fees and other revenue (in thousands):

No individual customer accounted for 10% or greater of revenue for any period.

(7)Commitments and Contingencies

Office Leases

The Company leases office spaces in Dallas, Texas and Dublin, Ohio under operating lease agreements, which expire in July 2033 and February 2033, respectively. Under both the Dallas, Texas and Dublin, Ohio leases, the Company hastwo five-year renewal options. Under these lease agreements, the Company is required to reimburse the landlord for its share of any common area expenses, which may include certain taxes, utilities, maintenance costs, and other fees. During the year ended December 31, 2024, the Company, in line with its relocation to Dallas, Texas, reassessed the expected lease term of the Dublin, Ohio office lease, resulting in a reduction of the remaining lease term. The lease liability was remeasured based on the present value of the remaining lease payments, which resulted in a revised lease liability of approximately $1.8 million and a corresponding right-of-use asset of approximately $1.8 million as of December 31, 2024. During the period from January 1, 2025 to September 11, 2025, the Company entered into an agreement to sub-lease the office space in Dublin, Ohio, with the sub-lessee lease term and payments being substantially similar to that of the Company's lease agreement for the same space.

The following table summarizes lease expense, which is included in general and administrative expense, for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 (in thousands):

Supplemental cash flow information related to operating leases for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 is as follows (in thousands):

The operating lease liability for the office leases was determined using a weighted average discount rate of 7.2% and 9.2% as of December 31, 2025 and December 31, 2024, respectively.

The following table provides a maturity analysis of the Company's operating lease liability, based on undiscounted cash flows, as of December 31, 2025 (in thousands):

Contingencies

The Company may be subject to various legal proceedings, claims, and governmental inspections or investigations arising during the ordinary course of business. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments, or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition. When a loss for a legal claim is determined to be probable and the amount of the loss can be reasonably estimated, the Company establishes an accrued liability. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. In the event there is at least a reasonable possibility that a loss may be incurred but the Company is unable to estimate the specific or range of amounts of such loss, the Company would disclose such contingencies. The Company recognizes gain contingencies when the gain becomes realized or realizable.

During 2025, the Predecessor determined its intent to settle existing litigation matters for a settlement amount of $0.9 million, of which $0.5 million was recovered from insurance, which was recorded as part of employee compensation and benefits for the year ended December 31, 2024. Further, during the period from January 1, 2025 to September 11, 2025, the Predecessor repurchased outstanding preferred stock held by the employee.

Effective September 10, 2025, the U.S. Department of Justice Civil Fraud Section, the Department of Health and Human Services (“HHS”), and certain relators entered into a settlement agreement with Semler Scientific resolving alleged violations of the False Claims Act pertaining to submissions of false claims to Medicare Part B for tests performed using certain of its medical devices. Pursuant to the settlement agreement, Semler Scientific agreed, among other things, to pay $29.8 million, and interest at a rate of 4.25% per annum from April 28, 2025 on such amount, in addition to $0.4 million for attorney’s fees for the relators. Subject to certain exceptions, the settlement releases Semler Scientific from any civil or administrative monetary claims for the covered conduct. Semler neither admitted nor denied any wrongdoing.

In connection with the settlement, Semler Scientific also entered into a “Corporate Integrity Agreement” with the Office of Inspector General (“OIG”) of HHS whereby it agreed to institute certain compliance and other measures relating to its sales practices and provide reporting to OIG for afive-year period.

(8)Share-based Compensation

Pursuant to the Strive 2022 Equity Incentive Plan, adopted on April 12, 2022, and as amended from time to time (together, the "2022 Plan"), the Company may, subject to the terms and limitations of the 2022 Plan, grant compensatory awards, including restricted stock ("RSAs"), stock appreciation rights, restricted stock units ("RSUs"), incentive stock options, and non-statutory stock options.

Incentive Stock Options

Pursuant to the 2022 Plan, options to purchase shares of the Company's common stock may be granted at an exercise price not less than 100% of the fair value of the common stock subject to the option on the date the option is granted. A maximum of 166.0 million shares of common stock (8.3 million on a split-adjusted basis) were authorized for issuance under the 2022 Plan. Of this amount,166.0 million shares (8.3 million on a split-adjusted basis) remain available for future awards as of December 31, 2025.

Restricted Stock and Restricted Stock Units

Pursuant to the 2022 Plan, RSAs and RSUs may be granted to certain employees, directors, and consultants. Substantially all RSAs and RSUs vest over periods ranging fromone tofour years, pro-rata over the requisite service period, with the first vesting event occurring at the first anniversary of the award's grant date, with subsequent pro-rata vesting events quarterly thereafter. The RSU grants also contain a performance condition requiring a Liquidity Event or IPO, as defined in the 2022 Plan, to occur for the vesting of the RSUs. Compensation cost is recognized using the straight-line method over the requisite service period, to the extent such performance condition is deemed probable, which occurred during the period from September 12, 2025 to December 31, 2025.

The 2022 Plan permits the grant of 58.9 million shares (2.9 million on a split-adjusted basis) of common stock, of which 7.7 million (384 thousand on a split-adjusted basis) remain available for future awards as of December 31, 2025.

During the period from September 12, 2025 to December 31, 2025, the Company granted 9.2 million RSU awards (458 thousand on a split-adjusted basis) to employees with a grant date fair value of $44.2 million. The RSU awards were valued using the market price of our Class A common stock at the grant date.

During the period from September 12, 2025 to December 31, 2025, the Company granted 1.8 million RSU awards (89 thousand on a split-adjusted basis) to directors with a grant date fair value of $1.9 million. The RSU awards were valued using the market price of our Class A common stock at the grant date.

During the period from January 1, 2025 to September 11, 2025, the Predecessor granted 43 thousand RSU awards to employees (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 3.0 million RSU awards, or 152 thousand on a split-adjusted basis) with a grant date fair value of $2.1 million.

During the year ended December 31, 2024, the Predecessor granted 373 thousand RSU awards to employees (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 26.5 million RSU awards, or 1.3 million on a split-adjusted basis) with a grant date fair value of $14.6 million.

The Company recorded $21.7 million of share-based compensation expense for the period from September 12, 2025 to December 31, 2025, which is included in employee compensation and benefits. No such share-based compensation expense was recorded for previous periods.

The following table summarizes awards that have been granted, forfeited, or vested (amounts in thousands, except weighted average grant date fair values):

As of December 31, 2025, aggregate unrecognized compensation expense for unvested equity awards was $43.8 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years.

As of December 31, 2024, aggregate unrecognized compensation expense for unvested equity awards was $21.0 million, which is expected to be recognized over a remaining weighted-average period of 3.0 years.

(9)Stockholders' Equity

Common Stock:

Authorized Capital

The Company has 444,000,000,000 (22,200,000,000 on a split-adjusted basis) and 21,000,000,000 (1,050,000,000 on a split-adjusted basis) authorized shares of Class A and Class B common stock, respectively, all of which have a designated par value of $0.001 per share. Each holder of Class A common stock is entitled toone vote per Class A common share held, while each holder of Class B common stock is entitled toten votes per Class B common share held.

PIPE Financing

On May 26, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into subscription agreements with certain accredited investors (the "PIPE Subscribers" and the transactions collectively, the "PIPE Transactions"), pursuant to which the PIPE Subscribers agreed to purchase, and the Company agreed to sell, the Company's Class A common stock at a price of $1.35 per share ($27.00 on a split-adjusted basis), with certain PIPE Subscribers agreeing to purchase pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase shares of Class A common stock at a price of $1.3499 ($26.9980 on a split-adjusted basis) in lieu of Class A common shares. Each PIPE Pre-Funded Warrant gives the holder the right to purchase a share of Class A common stock (1/20th of a share of Class A common stock on a split-adjusted basis) at an exercise price of $0.0001 per share ($0.0020 on a split-adjusted basis). For each share of Class A common stock and PIPE Pre-Funded Warrant purchased, the holder received a traditional warrant (the "PIPE Traditional Warrants"), which gives the holder the right to purchase a share of Class A common stock (1/20th of a share of Class A common stock on a split-adjusted basis) at an exercise price of $1.35 per share ($27.00 on a split-adjusted basis).

On September 12, 2025, the Company consummated the PIPE Transactions, pursuant to which it issued 345.5 million shares (17.3 million on a split-adjusted basis) of Class A common stock,209.8 million PIPE Pre-Funded Warrants (10.5 million on a split-adjusted basis), and 555.3 million PIPE Traditional Warrants (27.8 million on a split-adjusted basis), and received gross proceeds of $749.6 million, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of such warrants. Each PIPE Pre-Funded Warrant became immediately exercisable, and will be exercisable until each PIPE Pre-Funded Warrant is exercised in full. Each PIPE Traditional Warrant became immediately exercisable, and will expire on the first anniversary of the effectiveness date of the registration statement covering the resale of the PIPE securities.

Certain of the Company's officers and directors participated in the PIPE Transactions at equivalent terms as third-party participants. Certain members of management, or entities controlled by members of management, purchased 0.3 million shares (17 thousand on a split-adjusted basis) of Class A common stock and received 0.3 million PIPE Traditional Warrants (17 thousand on a split-adjusted basis) through their participation in the PIPE Transactions. Certain investment funds that are managed by one of the Company's board members, and in which the director has a limited partner and general partner interest in the funds, participated in the PIPE Transactions, purchasing 1.1 million shares (56 thousand on a split-adjusted basis) of Class A common stock and 1.1 million Traditional Warrants (56 thousand on a split-adjusted basis).

As of December 31, 2025, there are 26.6 million and 54 thousand shares of Class A common stock subject to issuance underlying unexercised PIPE Traditional Warrants and PIPE Pre-Funded Warrants, respectively. The table below summarizes activity related to the Company's PIPE Traditional Warrants and PIPE Pre-Funded Warrants for the period from September 12, 2025 to December 31, 2025:

351 Exchange

On August 22, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into exchange agreements with certain accredited investors (the "351 Investors" and the transactions collectively, the "351 Exchange"), pursuant to which the Company agreed to issue and exchange 2.7 million shares (134 thousand on a split-adjusted basis) of the Company's Class A common stock in exchange for an aggregate amount of 69 bitcoin. The exchange ratio was determined based on the price of bitcoin on August 22, 2025 and an assumed price of $3.00 per share ($60.00 on a split-adjusted basis) of Class A common stock. The 351 Exchange was completed on September 12, 2025, at which time the Company issued 2.7 million shares (134 thousand on a split-adjusted basis) of Class A common stock in exchange for 69 bitcoin. For the period from September 12, 2025 to December 31, 2025, the Company recorded a realized loss of $14.7 million based on the difference between the fair value of the Company's Class A common stock at the exchange date and the agreed-upon exchange price, which is recorded in other derivative loss on the Company's consolidated statements of operations.

At-the-Market Common Equity Program

On September 15, 2025, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “ASST Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A common stock to or through the Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares (1.3 million on a split-adjusted basis) of Class A common stock for aggregate gross proceeds of $78.7 million. As of December 31, 2025, the Company has the availability to raise approximately $371.3 million through the issuance and sale of its Class A common stock pursuant to the ASST Sales Agreement.

Share Repurchase Program

On September 15, 2025, the Company's Board of Directors authorized the purchase of up to $500.0 million of its Class A common stock through a share repurchase program. Repurchases may be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements. Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. During the period from September 12, 2025 to December 31, 2025, the Company hasnot repurchased any Class A common stock. As of December 31, 2025, $500.0 million of Class A common stock remains available for repurchase through the share repurchase program.

(10)Redeemable Preferred Stock

Authorized Capital

The Company has 21,000,000,000 authorized shares of preferred stock, which have a designated par value of $0.001 per share. The Company's Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”) is classified within mezzanine equity as certain events that could cause such outstanding shares to become redeemable are not solely within the control of the Company. Issuances of the SATA Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the SATA Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (as defined in the Certificate of Designation (as defined below)). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date.

Variable Rate Series A Perpetual Preferred Stock

On November 10, 2025, the Company completed a registered public offering of 2,000,000 shares of its SATA Stock, at a price to the public of $80.00 per share, for net proceeds of approximately $148.4 million, after deducting the underwriting discounts and commissions and the Company’s offering expenses. The Company filed a certificate of designation (the "Certificate of Designation") with the Nevada Secretary of State designating and establishing the terms of the SATA Stock. The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol “SATA.” As part of the SATA public offering, at the Company’s request, the underwriters reserved up to 100,000 shares of SATA Stock for sale at the public offering price through a directed share program to certain of the Company’s employees, officers and directors based in the United States and their friends and family members, and certain other individuals identified by management. Under the directed share program, Vivek Ramaswamy, who beneficially owned more than 5% of our Class B Common Stock at the time of the offering and is a Principal Stockholder under our Amended and Restated Articles of Incorporation purchased 15,625 shares of SATA Stock for $1.3 million.

On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public offering registered under the Securities Act (the "Follow-On Offering"). The Company received approximately $109.2 million of net proceeds, after deducting the underwriting discounts and commissions and expected offering expenses, from the issuance of our SATA Stock in the Follow-On Offering. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering.

The SATA Stock accumulates cumulative dividends ("regular dividends") at a variable rate (as described below) per annum on the stated amount of $100 per share thereof. Regular Dividends on the SATA Stock will be payable when, as and if declared by the Company’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month. The Company has the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods. The Company’s right to adjust the monthly regular dividend rate per annum is subject to certain restrictions. For example, the Company is not permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1)25 basis points; and (2) the excess, if any, of (x) the one-month term secured overnight financing rate (“SOFR”) rate on the first business day of such prior regular dividend period, over (y) the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before the Company provides notice of the next monthly regular dividend rate per annum. In addition, the Company is not entitled to elect to reduce the monthly regular dividend rate per annum unless and until (x) three (3) months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty (20) consecutive trading days at any time during the three (3) months following the initial issuance date exceeds $100, (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full, and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $99 per share. The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as the Company believes will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. Declared regular dividends on the SATA Stock will be payable solely in cash. In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then SATA Compounded Dividends will accumulate on the amount of such unpaid regular dividend, compounded monthly. As of December 31, 2025, there are no accumulated SATA Compounded Dividends.

The SATA Stock initially had a liquidation preference of $100 per share, subject to adjustment as set forth below (the “Liquidation Preference”), with a Liquidation Preference of $100 per share as of December 31, 2025. Effective immediately after the close of business on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of the SATA Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference per share of SATA Stock will be adjusted to be the greatest of (i) the stated amount per share of SATA Stock; (ii) in the case of any business day with respect to which Strive has, on such business day, executed any sale transaction to be settled by the issuance of SATA Stock, an amount equal to the last reported sale price per share of SATA Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of theten consecutive trading days (or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day) immediately preceding such business day.

The SATA Stock ranks senior to Strive’s Class A common stock and Class B common stock with respect to the payment of dividends and the distribution of assets upon Strive’s liquidation, dissolution or winding up. If Strive liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of SATA Stock will be entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid regular dividends and any compounded dividends on, their shares of SATA Stock out of Strive’s assets or funds legally available for distribution to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of the Class A common stock and Class B common stock or other junior stock, if any. The SATA Stock is junior to Strive’s existing and future indebtedness and structurally junior to the liabilities of Strive’s subsidiaries.

Strive has the right, at its election, to redeem all, or any whole number of shares, of the issued and outstanding SATA Stock, at any time, and from time to time, at a cash redemption price per share of SATA Stock to be redeemed equal to $110 (or such higher amount as may be chosen in Strive’s sole discretion, it being understood that such higher amount (or the formula to determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevant notice of redemption), plus accumulated and unpaid regular dividends, if any, thereon to, and including the redemption date. However, Strive may not redeem less than all of the outstanding SATA Stock unless at least $50.0 million aggregate stated amount of the SATA Stock is outstanding and not called for redemption as of the time Strive provides the related redemption notice. Strive also has the right, at its election, to redeem all, but not less than all, of the SATA Stock, at any time, for cash if the total number of shares of all SATA Stock then outstanding is less than 25% of the total number of shares of SATA Stock originally issued in the Offering and in any future offering, taken together (such redemption, a “clean-up redemption”). In addition, Strive has the right to redeem all, but not less than all, of the SATA Stock if certain tax events occur (such redemption, a “tax redemption”). The redemption price for any SATA Stock to be redeemed pursuant to a clean-up redemption or a tax redemption will be a cash amount equal to the Liquidation Preference of the SATA Stock to be redeemed as of the business day before the date on which Strive provides the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.

If an event that constitutes a “Fundamental Change” under the Certificate of Designation governing the SATA Stock occurs, then, subject to certain limitations, holders of the SATA Stock will have the right to require Strive to repurchase some or all of their shares of SATA Stock at a cash repurchase price equal to the stated amount of the SATA Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the Fundamental Change repurchase date.

The SATA Stock has voting rights with respect to certain amendments to Strive’s articles of incorporation or the Certificate of Designation, certain business combination transactions and certain other matters. However, holders of the SATA Stock will not always be entitled to vote with holders of Class A common stock on matters on which holders of Class A common stock are entitled to vote.

If (in each case, subject to the Certificate of Designation) less than the full amount of accumulated and unpaid regular dividends on the outstanding SATA Stock have been declared and paid within 60 days of the following regular dividend payment date in respect of each of (i)12 or more consecutive regular dividend payment dates; and (ii)24 or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, if then required under Strive’s articles of incorporation or bylaws in order to increase the size of the board of directors, Strive will obtain board and/or stockholder approval to amend its articles of incorporation to increase the authorized number of its directors by one (or, to the fullest extent permitted under the Nevada Revised Statutes and Strive's articles of incorporation, Strive will cause the office of one director to be vacated) and the holders of the SATA Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the Certificate of Designation) with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, will have the right to elect one director (a “Preferred Stock Director”) to fill such vacant directorship at Strive’s next annual meeting of stockholders (or, if earlier, at a special meeting of Strive’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid dividends on the outstanding SATA Stock have been paid in full, then the right of the holders of the SATA Stock to elect any Preferred Stock Directors will terminate. Upon the termination of such right with respect to the SATA Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a Preferred Stock Director will immediately and automatically terminate (and, if the authorized number of Strive’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of Strive’s directors will automatically decrease by one or two, as applicable).

Dividends on Preferred Stock

During the period from September 12, 2025 to December 31, 2025, the Company declared dividends to holders of SATA Stock of $4.3 million, or $2.1541 per share of SATA Stock. The monthly regular dividend rate as of December 31, 2025 per annum was 12.25%.

At-the-Market Preferred Equity Program

On December 9, 2025, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “SATA Sales Agreement”) with each of Cantor Fitzgerald & Co., Barclays Capital Inc., and Clear Street LLC (each, an "Agent", and collectively the “Agents”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the Agents, acting as the principal and/or agent, having an aggregate sales price of up to $500.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 13 thousand shares of SATA Stock for aggregate gross proceeds of $1.2 million. As of December 31, 2025, the Company has the availability to raise approximately $498.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.

(11)Basic and Diluted Earnings (Loss) per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common stock outstanding during the respective period. The impact from potential shares of common stock on the diluted earnings per common share calculation are included only when dilutive.

Basic and diluted earnings (loss) per common share are calculated as follows (in thousands, except for share and per share data):

During the period from September 12, 2025 to December 31, 2025,5.4 million weighted-average shares of potential common stock related to outstanding warrants and stock awards were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive.

During the period from January 1, 2025 to September 11, 2025,1.2 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.

During the year ended December 31, 2024,1.1 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.

(12)Income Taxes

The Company hadno income tax benefit or expense during the period from September 12, 2025 to December 31, 2025, the period from July 1, 2025 to September 11, 2025, the three months ended December 31, 2024, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024, which was driven by net taxable losses generated. The Company hadno net deferred tax asset as of December 31, 2025 and December 31, 2024 due to the establishment of a full valuation allowance. The entire loss from continuing operations before income taxes is attributable to the United States and no cash income taxes were paid during the aforementioned periods.

The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company's loss before income taxes as follows (amounts in thousands, other than percentages):

The Company is subject to U.S. federal, state and local tax examinations by tax authorities for the periods from December 31, 2022 through December 31, 2024. To the extent necessary, the Company recognizes interest and penalties related to income tax matters as a component of income tax expense. There wereno material uncertain tax positions as of December 31, 2025 or December 31, 2024. For all periods presented, the Company hasnot recognized any interest or penalties related to uncertain tax positions.

The components of deferred income tax assets and deferred tax liabilities as of December 31, 2025 and December 31, 2024 are shown below (in thousands):

As of December 31, 2025 and December 31, 2024, the Company had available net operating loss carryforwards of $204.5 million and $87.5 million, respectively. As of December 31, 2025 and December 31, 2024, $110.4 million and $48.5 million, respectively, of the carryforwards have an indefinite life, while $94.1 million and $39.1 million, respectively, begin to expire in 2044. At both December 31, 2025 and December 31, 2024, the Company had a full valuation allowance against its loss carryforwards based on the conclusion it is not more likely than not that some or all of its deferred tax assets will be realized based on the Company's history of taxable losses and uncertainty as to future income generation.

Internal Revenue Code ("IRC") Section 382 addresses company ownership changes and specifically limits the utilization of certain deduction and tax attributes on an annual basis. As a result of the Asset Entities Merger and the Semler Scientific Merger, the Company's tax attributes, including net operating losses, may be subject to IRC Section 382 limitations.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax reform provisions, was signed into law in the United States. The OBBBA did not have a material impact on our annual effective tax rate during the year ended December 31, 2025 and we do not expect it to have a material impact on our effective tax rate during the year ended December 31, 2026.

(13)Segment Information

Beginning in 2025, the Company's management directs operations astwo reportable operating segments, the “Asset Management” segment, which provides investment advisory services and the "Corporate & Other" segment, which includes the Company's bitcoin treasury operations. Prior to 2025, the Company's management evaluated performance and allocated resources in consideration of onlyone operating segment, the Asset Management segment, as the Company's sole operations were related to its asset management business, with no consideration of a potential bitcoin treasury strategy. As a result, prior to 2025, all revenues and expenses were related to the Company's Asset Management segment. Beginning in 2025, costs that are not directly allocable to a specific operating segment, including, but not limited to, employee-related costs, general and administrative expenses, such as rent expense, and depreciation and amortization, are allocated using a reasonable allocation methodology, which is primarily represented by the relative percentage of resources used by each segment.

The Company's CODM is its Chief Executive Officer, who utilizes key financial metrics, including net income (loss), to assess performance and make decisions regarding allocation of resources, such as capital allocation, determining compensation, and managing costs. The CODM also evaluates significant revenues and expenses by reportable segment to evaluate key operating decisions.

The following summarizes the information reviewed by the CODM to evaluate the net income (loss) of the Company's Asset Management and Corporate & Other for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 (amounts in thousands):

The total assets of the Company's operating segments are summarized as follows (in thousands):

(14)Subsequent Events

Digital asset, STRC Stock, and cash and cash equivalents update

During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin, inclusive of fees and expenses. In March 2026, we made an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.

As of March 17, 2026, the Company held $83.7 million of cash and cash equivalents and held STRC Stock with a fair value of $50.4 million. The Company's bitcoin treasury totaled 13,628 bitcoin as of March 17, 2026.

Capital stock update

As of March 17, 2026, the Company had 59,286,628 and 9,872,157 shares of Class A common stock and Class B common stock outstanding, respectively.

As of March 17, 2026, the Company had 4,275,118 shares of SATA Stock outstanding, which currently pays a monthly regular dividend rate per annum of 12.75%.

Exercises of PIPE Pre-Funded Warrants

During the period from January 1, 2026 to March 17, 2026,1,072,289 PIPE Pre-Funded Warrants were exercised for shares of Class A common stock. As of March 17, 2026, no PIPE Pre-Funded Warrants remain outstanding.

Exercises of PIPE Traditional Warrants

There wereno exercises of PIPE Traditional Warrants during the period from January 1, 2026 to March 17, 2026. As of March 17, 2026,26,594,435 shares of Class A common stock are subject to issuance underlying unexercised PIPE Traditional Warrants.

At-the-market offerings

During the period from January 1, 2026 to March 17, 2026, the Company issued an aggregate of 8,182,150 shares of its Class A common stock under the ASST Sales Agreement for aggregate gross proceeds of $95.0 million. As of March 17, 2026, the Company has the availability to raise approximately $276.3 million through the issuance and sale of its Class A common stock pursuant to the ASST Sales Agreement.

During the period from January 1, 2026 to March 17, 2026, the Company issued an aggregate of 12,390 shares of its SATA Stock under the SATA Sales Agreement for aggregate gross proceeds of $1.2 million. As of March 17, 2026, the Company has the availability to raise approximately $497.6 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.

Other updates

In accordance with the employment terms previously approved and as disclosed in Strive, Inc.’s Form 8-K on September 15, 2025, the board of directors approved the issuance of 702,856 RSUs to the Company’s Chairman and Chief Executive Officer, Matthew Cole, which will vest over five substantially equal installments on each of the first five anniversaries of September 12, 2025 through September 12, 2030, subject to the terms of the RSU agreement and Mr. Cole’s continued employment through each applicable vesting date.

The Company has evaluated subsequent events through the date of the issuance of this Annual Report and determined that, except as disclosed within these consolidated financial statements, there have been no other events that have occurred that would require accrual or additional disclosure.