Strive, Inc.

Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described in Part I, Item 1A in “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026, this Quarterly Report on Form 10-Q, and in our other filings with the SEC before deciding whether to purchase our securities. Any of the risk factors we described in "Part I - Item 1A. Risk Factors" in our Annual Report or in subsequent periodic reports have affected, or could materially and adversely affect, our business, financial condition, results of operations, and prospects. The market price of shares of our securities could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in "Risk Factors" are forward-looking statements. See "Forward-Looking Statements."

There were no material changes to our risk factors during the three months ended September 30, 2026 other than as follows.

Risks Related to Our Preferred Stock

Although our SATA Stock and our SATS Stock are senior to our Class A Common Stock and Class B Common Stock, our SATS Stock is junior to our SATA Stock, and each is junior to our existing and future indebtedness, structurally junior to the liabilities of our subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding.

If we liquidate, dissolve or wind up, whether voluntarily or involuntarily, then our assets will be available to distribute to our equity holders, including holders of our SATA Stock, our SATS Stock, our Class A Common Stock and our Class B Common Stock, only if all of our then-outstanding indebtedness is first paid in full. The remaining assets, if any, would then be allocated among the holders of our equity securities in accordance with their respective liquidation rights. Our SATA Stock is liquidation senior stock with respect to our SATS Stock. Accordingly, we would be required to pay the amounts due on our SATA Stock in full before making any payments on our SATS Stock. If we issue any liquidation senior stock in the future, then we would be required to pay the amounts due on such liquidation senior stock in full before making any payments on our SATA Stock, our SATS Stock or our common stock. If any assets remain after any liquidation senior stock is paid in full, those assets will be distributed pro rata among holders of our SATA Stock, SATS Stock and any other liquidation parity stock then outstanding. There may be insufficient remaining assets available to pay the liquidation preference and any accumulated and unpaid dividends on our SATA Stock or our SATS Stock in which case holders of our common stock would not receive any value for their shares. Our SATA Stock is also dividend senior stock with respect to our SATS Stock. As a result, we may be prohibited from paying accumulated dividends on our SATS Stock, or from purchasing, redeeming or acquiring our SATS Stock, until and unless we first pay accumulated dividends in full on our SATA Stock. If we issue any dividend senior stock in the future, such dividend senior stock could contain provisions that prohibit us from paying accumulated dividends on our SATA Stock or our SATS Stock, or from purchasing, redeeming or acquiring our SATA Stock or our SATS Stock until and unless we first pay accumulated dividends in full on such dividend senior stock. Any indebtedness we incur in the future would rank senior to our SATA Stock and our SATS Stock.

In addition, our subsidiaries have no obligation to pay any amounts on our SATA Stock or our SATS Stock. If any of our subsidiaries liquidates, dissolves or winds up, whether voluntarily or involuntarily, then we, as a direct or indirect common equity owner of that subsidiary, will be subject to the prior claims of that subsidiary’s creditors, including trade creditors and preferred equity holders. We may never receive any amounts from that subsidiary, and, accordingly, the assets of that subsidiary may never be available to make payments on our SATA Stock or our SATS Stock.

Our right to unilaterally reduce the regular dividend rate could cause our SATA Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of our SATA Stock to decrease, and could otherwise significantly harm investors in our securities.

Our SATA Stock accumulates cumulative regular dividends on the stated amount thereof at a variable rate per annum equal to the monthly regular dividend rate per annum. The regular dividend rate per annum was initially set at 12.00%. However, we have the right, in our sole and absolute discretion, to adjust the regular dividend rate per annum that applies to each regular dividend period that begins after the first regular dividend period. For example, most recently, on April 15, 2026, we announced an increase to the regular dividend rate per annum on SATA Stock from 12.75% to 13.00%, effective for monthly periods commencing on or after April 15, 2026. Our right to adjust the regular dividend rate per annum is subject to certain restrictions. For example, we are not permitted to reduce the regular dividend rate per annum that applies 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 monthly secured overnight financing rate ("SOFR") per annum on the first business day of such prior regular dividend period, over (y) the minimum of the monthly SOFR per annum 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 monthly SOFR per annum in effect on the business day before we provide notice of the next regular dividend rate. In addition, we are not entitled to reduce the regular dividend rate per annum unless, at the time we provide the related notice of the adjustment, all accumulated regular dividends, if any, on our SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full (or have been declared in full and consideration in kind and amount that is sufficient, in accordance with the certificate of designation, to pay such accumulated regular dividends, is set aside for the benefit of the preferred stockholders entitled thereto).

Our current intention, which is subject to change in our sole and absolute discretion, is to take measures, such as adjusting the regular dividend rate per annum, in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. We may, at any time in our sole and absolute discretion, and without the consent of any preferred stockholder, choose to reduce the monthly regular dividend rate per annum to the maximum extent permitted by the terms of our SATA Stock, without regard to the impact that reduction may have on the trading price or value of our SATA Stock.

If we reduce the regular dividend rate per annum, then the trading price or value of our SATA Stock could decrease significantly. If you hold SATA Stock at the time of such a decrease, the value of your investment could materially depreciate, and you may not be able to resell your SATA Stock at favorable prices, if at all. Moreover, the mere existence of our right to unilaterally reduce the regular dividend rate per annum could, in itself and without any actual reduction in the regular dividend rate per annum, cause our SATA Stock to trade at prices below those that may otherwise be expected.

Notwithstanding the limitations on our ability to reduce the regular dividend rate per annum, the trading price of SATA Stock could decline significantly if, for example, we reduce the dividend rate in successive regular dividend periods, or there is a market expectation that we do so. Further, consecutive reductions of the regular dividends rate on our SATA Stock may cause the regular dividend rate on SATA Stock to be viewed as reasonably expected to decline, which could result in adverse consequences to holders of SATA Stock. See “Risk Factors-The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of SATA Stock and our SATS Stock” below. If we reduce the regular dividend rate per annum to the minimum dividend rate of the monthly SOFR per annum, and the monthly SOFR per annum thereafter increases, we have no obligation to increase the monthly regular dividend rate per annum to the new monthly SOFR per annum. Moreover, SOFR has a limited history, and its future performance cannot be predicted.

Despite our current intention, which is to take measures, such as adjusting the regular dividend rate per annum, in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share, since we are permitted to exercise our right to adjust the regular dividend rate per annum for any reason, the trading price of our SATA Stock could be significantly volatile. For example, we could choose to adjust the regular dividend rate per annum for reasons not directly related to the market value of our bitcoin holdings or the interest rate environment. Accordingly, the trading profile of our SATA Stock could be significantly different than that of our other securities. Increased volatility could harm investors by, for example, causing wide fluctuations in the implied yield of our SATA Stock and otherwise increasing the uncertainty regarding the price at which investors may resell their SATA Stock, if at all.

Certain provisions of our SATA Stock are intended to protect investors in the event we fail to declare and pay regular dividends on our SATA Stock. These provisions include restrictions on our ability to make payments on, or engage in certain other transactions relating to, other classes of our capital stock that rank junior to, or on parity with, our SATA Stock, including our SATS Stock and Class A Common Stock and any other junior securities, subject to limited exceptions. Our ability to reduce the regular dividend rate per annum could cause these provisions to be inadequate to protect investors. For example, we could reduce the regular dividend rate per annum to a sufficiently low rate that permits us to pay all accumulated regular dividends and avoid invoking the protective measures of these provisions.

We may not have sufficient funds to pay dividends in cash on our SATA Stock or our SATS Stock, or we may choose not to declare or pay dividends on our SATA Stock or our SATS Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends on our SATA Stock or our SATS Stock.

Concurrent with the closing of our registered initial public offering of our SATA Stock on November 10, 2025 (the “IPO Closing”), we established an initial dividend reserve in an amount equal to the first 12 months of dividend payments (which assumed dividend payments at a rate of 12.00% per annum) calculated as of the date of the IPO Closing (the “Initial Dividend Reserve”) and deposited an equivalent of $12.00 per share of SATA Stock into an account. Concurrent with the closing of our registered follow-on public offering of our SATA Stock on January 27, 2026 (the “Follow-On Closing”), we increased the dividend reserve in the in an amount equal to the first 12 months of dividend payments (assuming dividend payments are made at a rate of 12.25% per annum) calculated as of the date of the Follow-On Closing and deposited $12.25 per share of SATA Stock sold in such offering into an existing reserve account (such amount, together with the Initial Dividend Reserve, the “Dividend Reserve”). In March of 2026, we increased the dividend reserve as of such date to 18 months of dividends, including a combination of cash and marketable securities. At the closing of our registered public offering of our SATS Stock on October 20, 2026 (the “SATS Closing”), we further increased the reserve by an amount equal to the first 18 months of dividend payments on the SATS Stock, calculated as of the date of that offering by depositing an equivalent of $22.50 per share of SATS Stock into an existing account, funded by us with a combination of existing cash on hand and securities held by us, valued at the SATS Closing.

We have increased regular dividends on SATA Stock, most recently from 12.75% to 13.00% per annum for the monthly period commencing on or after April 15, 2026. Subject to compliance with Nevada law and any other applicable requirements, we may make dividend distributions from any other account maintained by us to the holders of the then-outstanding SATA Stock and SATS Stock on a monthly basis.

Our ability to declare and pay cash dividends on our SATA Stock and our SATS Stock will depend on many factors, including the following:

•the amount of cash, if any, generated by our operations and financing activities (including our ability to raise additional capital from the equity capital markets on favorable terms or at all);

•our anticipated financing needs, including the amounts needed to service our indebtedness or other obligations, which may be impacted by our ability to sell equity which is reliant on maintaining effective registration statements, certain market conditions, such as sufficient liquid trading volume for our stock, the market price of our securities, the value of our bitcoin holdings, investor sentiment and the general public perception of bitcoin, our strategy and our value proposition;

•regulatory restrictions on our ability to pay dividends, including under the NRS;

•our ability to sell equity securities under existing or new at-the-market offering programs; and

•contractual restrictions on our ability to pay dividends.

In addition, our board of directors or any duly authorized committee thereof may choose not to declare or pay accumulated dividends on our SATA Stock or on our SATS Stock for any reason. Accordingly, we may pay less than the full amount of accumulated dividends on our SATA Stock or on our SATS Stock. In addition, if we fail to declare and pay accumulated dividends on our SATA Stock or our SATS Stock in full, then the value of the SATA Stock or SATS Stock, as well as our Class A Common Stock, will likely decline.

Provisions contained in the instruments governing our future indebtedness may restrict or prohibit us from paying cash dividends on our SATA Stock or our SATS Stock. If the terms of our indebtedness restrict or prohibit us from paying dividends, then we may seek to refinance that indebtedness or seek a waiver that would permit the payment of dividends. However, we may be unable or may choose not to refinance the indebtedness or obtain a waiver.

Under NRS 78.288(2), we may declare dividends on our SATA Stock or our SATS Stock if, after giving each dividend effect, we are able to pay our debts as they become due in the usual course of business and our total assets would be equal to or more than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved immediately after the time of the dividend, to satisfy the preferential rights upon such dissolution of holders of shares of any class or series of our capital stock having preferential rights superior to those receiving the dividend.

If we fail to declare and pay full dividends on our SATA Stock, then we will be prohibited from paying dividends on our SATS Stock or Class A Common Stock and any other junior securities, subject to limited exceptions. Moreover, if we fail to declare and pay full dividends on our SATS Stock, then we will be prohibited from paying dividends on our Class A Common Stock and any other junior securities, subject to limited exceptions. Further, no dividends may be declared or paid on any class or series of dividend parity stock with respect to our SATA Stock or our SATS Stock, unless regular dividends are simultaneously declared on our SATA Stock or our SATS Stock on a pro rata basis.

We have not engaged an escrow or independent third-party agent to manage the distribution of dividends of our SATA Stock or our SATS Stock, nor entered into an escrow agreement or other similar arrangement.

We have not engaged, and do not intend to engage, an escrow or independent third-party agent to manage the distribution of dividends, nor entered into, and do not intend to enter into, an escrow agreement or other similar arrangement. While we intend to manage the distribution of dividends in good faith, there will not be independent custodianship of the funds allocated for distribution to the holders of SATA Stock and SATS Stock as dividends, which may result in the mismanagement or misallocation of such funds. In addition, the absence of an escrow or independent third-party agent imposes additional operational and administrative burdens on senior management, and holders of SATA Stock and SATS Stock may experience delayed or incorrect distributions of their dividends.

Our SATA Stock and our SATS Stock have limited voting rights.

Our SATA Stock confers no voting rights except with respect to certain dividend arrearages, certain amendments to the terms of our SATA Stock and certain other limited circumstances, and except as required by the NRS. Our SATS Stock confers no voting rights except with respect to certain amendments to the terms of the SATS Stock, and certain other limited circumstances, and except as required by the NRS. Holding our SATA Stock or our SATS Stock does not confer the right to vote together with holders of our Class A Common Stock on matters on which our holders of Class A Common Stock are entitled to vote. For example, holders of our SATA Stock or our SATS Stock, as such, do not have the right to vote in the general election of our directors. Holders of our SATA Stock have a limited right, voting together with holders of any voting parity stock, if any, with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, to elect one director upon the occurrence of a “regular dividend non-payment event.” For the full terms of our SATA Stock, see Item 1 to the Form 8-A we filed with the SEC on November 7, 2025. For the full terms of our SATS Stock, see Item 1 to the Form 8-A we filed with the SEC on October 19, 2026. Accordingly, the voting provisions of our SATA Stock and our SATS Stock may not afford meaningful protections.

Without the consent of any holder of our SATA Stock, our SATS Stock or Class A Common Stock, we may issue preferred stock in the future that ranks equally with our SATA Stock or our SATS Stock with respect to dividends and liquidation rights, which may adversely affect the rights of preferred and common stock stockholders.

Without the consent of any holder of SATA Stock or Class A Common Stock, we may authorize and issue preferred stock (including additional SATA Stock) that ranks equally with our SATA Stock with respect to the payment of dividends and other distributions or the distribution of assets upon our liquidation, dissolution or winding up. Without the consent of any holder of our SATS Stock, we may authorize and issue preferred stock (including additional SATS Stock and SATA Stock) that ranks equally with or senior to our SATS Stock with respect to the payment of dividends and other distributions or the distribution of assets upon liquidation, dissolution or winding up. If we issue any such preferred stock in the future, the rights of holders of our SATA Stock or our SATS Stock and our Class A Common Stock will be diluted and the value of our SATA Stock or SATS Stock and Class A Common Stock may decline. For example, if we issue any dividend parity stock with respect to our SATA Stock or our SATS Stock in the future, no dividends may be declared or paid on the SATA Stock or SATS Stock unless regular dividends are simultaneously declared on any dividend parity preferred stock on a pro rata basis. If we issue any dividend senior stock in the future (including additional SATA Stock), such dividend senior stock could contain (or, in the case of our SATA Stock, does contain) provisions that prohibit us from paying dividends on the SATS Stock or purchasing, redeeming or acquiring the SATS Stock until and unless we first pay accumulated dividends in full on such dividend senior stock. The issuance of any preferred stock in the future would also have the effect of further subordinating our Class A Common Stock.

The terms of our SATA Stock and our SATS Stock will not impose any contractual restrictions on our use of dividend reserve funds and any such funds could be subject to the claims of creditors.

Concurrent with the IPO Closing, we established a reserve for dividends to hold funds for dividend distributions payable to the holders of our then-outstanding SATA Stock. Concurrent with the SATS Closing, we increased the existing dividend reserve for dividend distributions payable to the holders of our then-outstanding SATS Stock. However, the terms of our SATA Stock and our SATS Stock do not impose any contractual restrictions or limit our discretion on how we may use the funds in the dividend reserve, nor grant any liens or contractual rights in favor of the holders of our SATA Stock or our SATS Stock over such funds. For example, we are permitted to invest the proceeds of the dividend reserve in various capital preservation instruments, including short-term investment grade, interest-bearing securities, and money-market funds. We expect that any investment income earned from the dividend reserves will be remitted to us to use for working capital or general corporate purposes, including the acquisition of additional bitcoin. In addition, we are not contractually required to increase our contributions to the dividend reserve if the dividend rate on SATA Stock increases above 13.00% or if we issue additional SATA Stock or SATS Stock. In the event we experience any insolvency issues and/or file for bankruptcy, the proceeds held in the dividend reserve could be subject to the claims of creditors.

The condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA Stock or our SATS Stock.

The condition of the financial markets and changes in prevailing interest rates can have an adverse effect on the trading price of our SATA Stock or our SATS Stock. For example, prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and we would expect an increase in prevailing interest rates to depress the trading price of our SATA Stock or our SATS Stock. An increase in short- or long-term interest rates, including as a result of a rise in actual or expected inflation, could cause the trading price of our SATA Stock or our SATS Stock to fall significantly.

Future sales, or the perception of future sales, of our Class A Common Stock, our debt instruments, our SATA Stock, our SATS Stock or other classes or series of liquidation parity stock or dividend parity stock could depress the trading price of our listed securities.

We may issue and sell additional shares of Class A Common Stock, shares of SATA Stock, shares of SATS Stock, notes, or other classes or series of liquidation parity stock or dividend parity stock in subsequent offerings to raise capital, or may issue such securities for other purposes, including in connection with the acquisition of additional bitcoin. We cannot predict the size and terms of future issuances of such securities or the effect, if any, that future issuances and sales of such securities will have on the trading price of our listed securities.

Transactions involving newly issued Class A Common Stock, debt, SATA Stock, SATS Stock or other series of liquidation parity stock or dividend parity stock could result in a decrease in the trading price of our Class A Common Stock, our SATA Stock and our SATS Stock.

We may be unsuccessful in achieving, or may abandon, our current intention of taking measures in such a manner as we believe (in our sole and absolute judgment) would be designed to cause the SATA Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range of $99 and $101 per share.

Our current intention, which is subject to change in our sole and absolute discretion, is to take measures, including adjusting the monthly regular dividend rate per annum on our SATA Stock, in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. However, we have no obligation to do so, and even if we attempt to achieve our current stated intent, any actions we take may fail to achieve or maintain a long-term trading level for the SATA Stock between $99 and $101 per share. For example, if the SATA Stock is trading at a price per share above $101 and we reduce the monthly regular dividend rate per annum with the goal of decreasing the trading price per share of the SATA Stock, such reduction may cause the trading price of the SATA Stock to decrease by a greater amount than we anticipate.

Similarly, if the SATA Stock is trading at a price per share below $99 and we increase the monthly regular dividend rate per annum with the goal of increasing the trading price per share of the SATA Stock, such increase may cause the trading price of the SATA Stock to increase by a lesser amount than we anticipate.

Further, for any additional shares of SATA Stock that we issue (whether in an “at-the-market” or similar offering) in the future, our current intention (which is subject to change in our sole and absolute discretion) is to issue any such shares of SATA Stock at a price per share not less than $99 or more than $110. However, we may issue any additional shares of SATA Stock (whether in an “at-the-market” or similar offering) at any price we choose.

Like any other security, the trading price or value of our SATA Stock will depend on a wide range of factors, including those described elsewhere in this “Risk Factors” section , many of which are beyond our control. While we expect that the dividend rate on the SATA Stock will directly impact its trading price or value, there are many other factors that could have equal or more significant impacts. Any adjustment we make to the monthly regular dividend rate per annum on our SATA Stock that is designed to achieve a specified trading price or value will, necessarily, be based on assumptions regarding those other factors. These assumptions will always be inaccurate or incomplete to some degree, and potentially to a material extent. Moreover, even if such an adjustment initially achieves a specified trading price or value, the trading price or value may fluctuate significantly throughout the relevant regular dividend period before we have an opportunity to adjust the monthly regular dividend rate per annum for the next regular dividend period.

Importantly, the mere existence of our right to unilaterally adjust the monthly regular dividend rate per annum will impact the trading price and value of the SATA Stock. Specifically, we expect the trading price of the SATA Stock at any time to reflect the market’s expectations at that time regarding how we will exercise this right in the foreseeable future. Comments we make regarding our intentions regarding the adjustment of the monthly regular dividend rate per annum could also impact the trading price and value of the SATA Stock. Modeling the impact of market expectations on the trading price of the SATA Stock may be impossible. For example, if we increase, or announce an intention to increase, the monthly regular dividend rate per annum, then the trading price of the SATA Stock may in fact decrease if the market expected us to make a larger increase.

From time to time, we may publicly disclose our expected policies regarding adjustments to the monthly regular dividend rate per annum of the SATA Stock. These disclosures may include specific numerical frameworks setting forth the amount of any change to the monthly regular dividend rate per annum that we intend to make based on the trading price of the SATA Stock or other metrics. In all cases, these disclosures refer only to our current intent as of the time of the applicable disclosure; they are neither a guarantee that the SATA Stock will trade at a specified price in response to any changes to the monthly regular dividend rate per annum, nor a guarantee that we will make any specific adjustment to the monthly regular dividend rate per annum. Moreover, we are free to abandon our stated intent, as described above, or any policies or frameworks that we may subsequently disclose publicly, at any time in our sole and absolute discretion and without the consent of any preferred stockholder. See “Risk Factors-Risks Related to Our Preferred Stock-Our right to unilaterally reduce the regular dividend rate could cause our SATA Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of our SATA Stock to decrease, and could otherwise significantly harm investors” above.

Holders of our SATA Stock or our SATS Stock may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to our SATA Stock or SATS Stock under certain circumstances, even though no corresponding distribution of cash has been made.

Under Section 305 of the Internal Revenue Code of 1986, as amended (the “Code”), holders of our SATA Stock or our SATS Stock may be treated as receiving a deemed distribution on our SATA Stock or our SATS Stock under certain circumstances, including (i) an increase in the liquidation preference of our SATA Stock or our SATS Stock, (ii) if our SATA Stock or our SATS Stock is issued at a discount or (iii) if we can call the SATA Stock at a price above its issue price. The liquidation preference of each of the SATA Stock and the SATS Stock is subject to adjustment in the manner described in Item 1 to the Form 8-A we filed with the SEC on November 7, 2025 and Item 1 to the Form 8-A we filed with the SEC on October 19, 2026, respectively, which adjustment may result in an increase in the liquidation preference. In addition, if our board of directors does not declare a dividend on our SATA Stock or our SATS Stock in respect of any dividend period before the related dividend payment date, the deferred dividend may be treated as an increase in the respective liquidation preference of our SATA Stock or our SATS Stock. In either case, any increase in the liquidation preference could give rise to a deemed dividend to holders of our SATA Stock or our SATS Stock, respectively. Although the matter is not entirely clear, we believe any such adjustment of liquidation preference in the manner described in Item 1 to the Form 8-A we filed with the SEC on November 7, 2025, deferred dividend, discount or call premium should not be treated as giving rise to a deemed distribution on our SATA Stock. Similarly, we believe any such adjustment of liquidation preference in the manner described in Item 1 to the Form 8-A we filed with the SEC on October 19, 2026, deferred dividend or discount should not be treated as giving rise to a deemed distribution on our SATS Stock. However, there is no assurance that the Internal Revenue Service (“IRS”) or an applicable withholding agent will not take a contrary position. It is also possible you may be treated as receiving a deemed distribution under Section 305 of the Code if we elect to increase the price at which we exercise our optional redemption right, with the likelihood of such treatment depending on the circumstances existing at the time the redemption price is adjusted.

Any deemed distribution will generally be taxable to the same extent as a cash distribution. In addition, for any holder of our SATA Stock or SATS Stock that is considered a non-U.S. person for U.S. federal income tax purposes, any deemed distribution could be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty. Because deemed distributions received by a holder of our SATA Stock or SATS Stock would not give rise to any cash from which any applicable withholding tax could be satisfied, if we (or an applicable withholding agent) pay withholding (including backup withholding) on behalf of a holder of our SATA Stock or SATS Stock, we (or an applicable withholding agent) may set off any such payment against, or withhold such taxes from, payments of cash to such holder of our SATA Stock or our SATS Stock, respectively, or sales proceeds received by, or other funds or assets of, such holder of our SATA Stock or our SATS Stock, as applicable, or require alternative arrangements with respect to such withholding taxes.

The application of the rules under Section 305 of the Code to our SATA Stock or our SATS Stock is uncertain, and holders of our SATA Stock or our SATS Stock should consult their tax advisors about the impact of these rules in their particular situations.

Holders of our SATA Stock or our SATS Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income.

Distributions paid to corporate U.S. holders of our SATA Stock or our SATS Stock may be eligible for the dividends-received deduction and distributions paid to non-corporate U.S. holders of our SATA Stock or our SATS Stock may be subject to tax at the preferential tax rates applicable to “qualified dividend income” if we have current or accumulated earnings and profits, as determined for U.S. federal income tax purposes and certain holding period and other requirements are met. We may not have sufficient current or accumulated earnings and profits during any fiscal year for the distributions on our SATA Stock or our SATS Stock to qualify as dividends for U.S. federal income tax purposes. If any distributions on our SATA Stock or our SATS Stock with respect to any fiscal year are not eligible for the dividends-received deduction or for the preferential tax rates applicable to “qualified dividend income” because of insufficient current or accumulated earnings and profits, the respective trading price of the SATA Stock or SATS Stock may decline.

The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock and our SATS Stock.

Under Treasury Regulations promulgated under Section 7701(l) of the Code (the “Fast-Pay Stock Regulations”), if stock of a corporation is structured such that dividends paid with respect to the stock are economically (in whole or in part) a return of the stockholder’s investment (rather than a return on the stockholder’s investment), then the stock is characterized as “fast-pay stock” and is subject to adverse tax reporting requirements and potentially penalties, as described below. In addition, under the

Fast-Pay Stock Regulations, unless clearly demonstrated otherwise, stock is presumed to be fast-pay stock if it is structured to have a dividend that is reasonably expected to decline (as opposed to a dividend rate that is reasonably expected to fluctuate or remain constant) (for such purpose, the dividend rate may be viewed as reasonably expected to decline if we are reasonably expected to stop paying regular dividends on our SATA Stock or our SATS Stock, or in the case of our SATA Stock if we are reasonably expected to reduce the monthly regular dividend rate over a meaningful time period) or is issued for an amount that exceeds (by more than a de minimis amount, as determined under applicable Treasury Regulations) the amount at which the stockholder can be compelled to dispose of the stock. It is not clear what amount would constitute “de minimis” in the case of stock with a perpetual term.

The determination of whether stock is fast-pay stock is based on all the facts and circumstances. To determine whether it is fast-pay stock, stock is examined when issued, and, for stock that is not fast-pay stock when issued, when there is a significant modification in the terms of the stock or the related agreements or a significant change in the relevant facts and circumstances. The relevant tax regulations do not indicate the types of significant changes in facts and circumstances that are intended to give rise to such a determination, and therefore it is possible that such a change could arise when, for example, there is a change to the terms of optional redemption or a compounded dividend rate comes into effect. We do not believe that our SATA Stock or our SATS Stock is fast-pay stock.

We may issue additional shares of our SATA Stock or our SATS Stock (or resell any shares of our SATA Stock or our SATS Stock that we or any of our subsidiaries have purchased or otherwise acquired) (such additional or resold shares, the “Additional Shares”). We do not intend to issue any Additional Shares that would be treated as fast-pay stock. Moreover, we intend to obtain advice of counsel in connection with future offerings of Additional Shares for the purpose of analyzing the consequences of issuing such Additional Shares in light of any legal developments regarding the definition of fast-pay stock. As the liquidation preference of the SATA Stock is subject to adjustment in the manner described in Item 1 to the Form 8-A we filed with the SEC on November 7, 2025 and our current intention is to issue any Additional Shares of our SATA Stock at a price per share not more than $110 plus accrued and unpaid dividends that may apply to such instrument at the time of its issuance, it is generally not expected that the Additional Shares of our SATA Stock would be issued at such a level of premium above their liquidation preference or optional redemption price at the time of sale of such Additional Shares so as to implicate the fast-pay stock rules. Similarly, as the liquidation preference of the SATS Stock is subject to adjustment in the manner described in Item 1 to the Form 8-A we filed with the SEC on October 19, 2026, it is generally not excepted that the Additional Shares of our SATS Stock would be issued at such a level of premium above their liquidation preference at the time of such of such Additional Shares so as to implicate the fast-pay stock rules. In addition, we do not intend to adjust the regular dividend rate on our SATA Stock in a manner that would cause the SATA Stock to be treated as fast-pay stock. Any adjustment to the regular dividend rate is expected to be consistent with our current intention to maintain a long-term trading level for the SATA Stock between $99 and $101 per share, and therefore the SATA Stock’s dividend rate is generally expected to fluctuate over time. Nonetheless, there may be increased risk that the IRS could assert that such Additional Shares constitute fast-pay stock.

Transactions involving fast-pay stock arrangements are treated as “listed transactions” for U.S. federal income tax purposes. Issuers and holders of any shares of fast-pay stock would be required to report their participation in the transaction on IRS Form 8886 on an annual basis with their U.S. federal income tax returns and would also be required to mail a copy of that form to the IRS Office of Tax Shelter Analysis. Failure to comply with those disclosure requirements could result in the assessment by the IRS of interest, additions to tax and onerous penalties. In addition, an accuracy-related penalty applies under the Code to any reportable transaction understatement attributable to a listed transaction if a significant purpose of the transaction is the avoidance or evasion of U.S. federal income tax. Furthermore, certain material advisors would also be required to file a disclosure statement with the IRS. If we determine that we are required to file an IRS Form 8886 (including a protective filing) in connection with the potential issuance of fast-pay stock with respect to our previously issued SATA Stock, SATS Stock or Additional Shares, we intend to provide public notice to the holders of our previously issued SATA Stock, SATS Stock or Additional Shares, as applicable, which notice may be by a press release, by publication on our investor relations website, or by filing a current report on Form 8-K with the SEC.

Notwithstanding our intent not to issue Additional Shares that would be fast-pay stock, the rules regarding the definition of fast-pay stock are unclear in certain respects and, therefore, the IRS could disagree with our determination and treat such Additional Shares as fast-pay stock. In addition, even though we believe that our previously issued SATA Stock and SATS Stock is not fast-pay stock, treatment of the Additional Shares as fast-pay stock could result in adverse consequences to holders of our previously issued SATA Stock or SATS Stock because such Additional Shares may be indistinguishable from our previously issued SATA Stock or SATS Stock. See “Risk Factors-A future issuance of Additional Shares could have an adverse tax profile, which could subject holders of our previously issued SATA Stock or SATS Stock to adverse consequences” below.

Accordingly, holders of our SATA Stock or our SATS Stock are strongly urged to consult their tax advisors regarding the Fast-Pay Stock Regulations and their potential consequences to an investment in our SATA Stock or our SATS Stock.

A future issuance of Additional Shares could have an adverse tax profile, which could subject holders of our previously issued SATA Stock or SATS Stock to adverse consequences.

If we issue Additional Shares that have a different, and potentially adverse, tax profile or treatment for U.S. federal income tax purposes from our previously issued SATA Stock or SATS Stock, since such Additional Shares would trade under the same CUSIP or other identifying number as that of our previously issued SATA Stock or SATS Stock, respectively, our previously issued SATA Stock or SATS Stock may be treated by subsequent purchasers, withholding agents and potentially the IRS as having the same profile or treatment as such Additional Shares if our previously issued SATA Stock or SATS Stock is not otherwise distinguishable from the shares of SATA Stock or SATS Stock subject to such adverse treatment, as applicable.

For example, notwithstanding our intent not to issue any Additional Shares that are fast-pay stock, the IRS could assert that such Additional Shares constitute fast-pay stock. See “Risk Factors-The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock or our SATS Stock.” above.

Furthermore, if any Additional Shares are issued at a price that exceeds their liquidation preference, such Additional Shares would constitute “disqualified preferred stock” within the meaning of Section 1059(f)(2) of the Code and any corporate U.S. holder generally will be required to reduce its tax basis (but not below zero) in our SATA Stock or our SATS Stock by the amount of any dividends-received deduction it receives. The liquidation preference of each the SATA Stock and the SATS Stock is subject to adjustment in the manner described in Item 1 to the Form 8-A we filed with the SEC on November 7, 2025 and Item 1 to the Form 8-A we filed with the SEC on October 19, 2026, respectively, which adjustment may be taken into account for purposes of disqualified preferred stock determination. If Additional Shares issued are considered disqualified preferred stock, our previously issued SATA Stock or SATS Stock could also be subject to same treatment as a practical matter due to fungible trading.

If any Additional Shares are sold at a discount (or at a discount that exceeds the discount that applies to our previously issued SATA Stock or SATS Stock), such Additional Shares may be subject to rules that require the accrual of such discount (or such greater discount) currently over the deemed term of the Additional Shares as deemed distributions under U.S. tax rules similar to those governing original issue discount for debt instruments. In that event, the IRS or a withholding agent may treat any such discount as resulting in deemed taxable distributions with respect to our previously issued SATA Stock or SATS Stock as well as such Additional Shares.

Because the IRS or other parties (such as withholding agents) may not be able to distinguish between our SATA Stock or our SATS Stock and the Additional Shares, a holder of our SATA Stock or our SATS Stock might be subject to adverse tax consequences or might be required to demonstrate to the IRS (or such other parties) that the holder purchased our SATA Stock or our SATS Stock as opposed to such Additional Shares. Moreover, any adverse tax consequences as described above in connection with the future issuance of Additional Shares may adversely affect the market value of our SATA Stock or our SATS Stock, respectively.

Provisions of our SATA Stock or our SATS Stock could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the SATA Stock or SATS Stock could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a Fundamental Change (as defined in the SATA Stock certificate of designation and SATS Stock certificate of designation), then, subject to certain exceptions, holders of our SATA Stock or our SATS Stock will have the right to require us to repurchase their SATA Stock or SATS Stock for cash. For the full terms of our SATA Stock, see Item 1 to the Form 8-A we filed with the SEC on November 7, 2025 and for the full terms of our SATS Stock, see Item 1 to the Form 8-A we filed with the SEC on October 19, 2026. These fundamental change provisions could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our SATA Stock, holders of our SATS Stock or holders of our Class A Common Stock may view as favorable.

Your investment in the SATA Stock or SATS Stock may be harmed if we redeem the SATA Stock or SATS Stock.

We have the right to redeem our SATA Stock or our SATS Stock in certain circumstances. For the full terms of our SATA Stock, see Item 1 to the Form 8-A we filed with the SEC on November 7, 2025 and for the full terms of our SATS Stock, see Item 1 to the Form 8-A we filed with the SEC on October 19, 2026. If we redeem your SATA Stock or your SATS Stock, then you may be unable to reinvest any proceeds from the redemption in comparable investments at favorable dividend or interest rates. Furthermore, if we elect to redeem the SATA Stock, the redemption price per share of SATA Stock that we redeem may be less than the price per share of SATA Stock that you may receive upon a sale of your SATA Stock in the open market. In addition, a redemption of less than all of the outstanding SATA Stock may harm the liquidity of the market for the unredeemed SATA Stock following the redemption. Accordingly, if your SATA Stock is not redeemed in a partial redemption, then you may be unable to sell your SATA Stock at the times you desire or at favorable prices, if at all, and the trading price of your SATA Stock may decline.

Mutual funds, exchange-traded funds and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Treasury Reserve Policy or our bitcoin strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our Treasury Reserve

Policy would require the approval of our board of directors, no stockholder or regulatory approval would be necessary. Consequently, our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding bitcoin. Additionally, we are not a registered money market fund under the Investment Company Act of 1940, as amended, and we do not operate as a registered money market fund. Holders of our SATA Stock or our SATS Stock do not benefit from the protections available to holders of securities of a registered money market fund. Bitcoin does not have a similar risk profile to the assets required to be held by money market funds because, among other things, it is much more volatile and involves no principal protection. Unlike money market funds, we do not price our securities, including our SATA Stock and our SATS Stock, based on the net asset value of the pool of assets backing the securities. We are also not subject to any regulation requiring that we maintain any particular pricing or stable value, and we are not subject to the fee restrictions or liquidity requirements applicable to registered money market funds.

The accounting method for our SATA Stock or our SATS Stock may result in lower reported net earnings attributable to common stockholders.

The accounting method for reflecting the provisions of our SATA Stock or our SATS Stock in our financial statements may adversely affect our reported earnings. We expect that applicable accounting standards will require us to separately account for certain redemption features associated with our SATA Stock or our SATS Stock as embedded derivatives. Under this treatment, any embedded derivatives will be measured at their fair value and accounted for separately as liabilities that are marked-to-market at the end of each reporting period. For each financial statement period after the issuance of the SATA Stock or the SATS Stock, a gain or loss will be reported in our statement of operations to the extent the valuation of any of the embedded derivatives changes from the previous period. This accounting treatment may subject our reported net income (loss) to significant non-cash volatility.

Furthermore, we have not reached a final determination regarding the accounting treatment for our SATA Stock or our SATS Stock, and the description above is preliminary. In addition, accounting standards may change in the future. Accordingly, we may account for our SATA Stock or our SATS Stock in future periods in a manner that is significantly different than described above.

Holding SATA Stock or SATS Stock does not, in itself, confer any rights with respect to our Class A Common Stock.

Holding SATA Stock or SATS Stock does not confer any rights with respect to our Class A Common Stock (including the voting rights of, and rights to receive any dividends or other distributions on, our Class A Common Stock). However, holders of our SATA Stock or our SATS Stock are subject to all changes affecting our Class A Common Stock to the extent the value of our SATA Stock or our SATS Stock depends on the market price of our Class A Common Stock. For example, if we propose an amendment to our charter documents that requires the approval of holders of our Class A Common Stock but not the approval of the preferred stockholders, then holders of any SATA Stock or SATS Stock will not, as such, be entitled to vote on the amendment, although those holders will be subject to any changes implemented by that amendment in the powers, preferences or special rights of our Class A Common Stock.