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Get filing alertsStrive subsidiary retires $X million convertible debt, shifts preferred dividends to daily
Filed May 14, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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Semler Scientific (Strive subsidiary) repurchased and cancelled all outstanding 4.25% Convertible Senior Notes due 2030, discharging the Indenture and eliminating the convertible debt obligation from its capital structure.
Item 8.01 view on EDGAR → -
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Preferred stock dividend payment frequency changes from monthly to daily business days starting June 15, 2026, though dividends continue to be calculated on a monthly basis and split into equal daily installments.
Item 5.03 verify on EDGAR → -
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New compounding provision: if preferred dividends remain unpaid past the Monthly Dividend Compliance Date, additional compounded dividends will accumulate monthly on the unpaid amount, increasing cost of payment delays.
Item 5.03 verify on EDGAR → -
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Amended and Restated Certificate of Designation for Variable Rate Series A Perpetual Preferred Stock filed, with changes effective 12:01 a.m. PDT on June 15, 2026.
Item 5.03, Exhibit 3.1 verify on EDGAR →
Summary
Strive disclosed two significant capital structure changes. First, its subsidiary Semler Scientific eliminated all outstanding convertible debt by repurchasing and cancelling the 4.25% Convertible Senior Notes due 2030, formally discharging the Indenture. This removes potential dilution from conversion and simplifies the subsidiary's obligations.
Second, the company restructured its Series A Preferred Stock dividend mechanics, shifting from monthly lump-sum payments to daily installments starting June 15, 2026. While this increases payment frequency for preferred holders, it doesn't change the monthly calculation or total amount owed.
More significantly, the amendment adds a compounding penalty: unpaid dividends now accumulate additional monthly compounded dividends if they remain outstanding past compliance dates, raising the cost of any payment delays. Retail investors should monitor whether the company maintains timely daily dividend payments and watch for any signs of cash flow stress that could trigger the compounding provisions. The debt retirement is clearly positive for the subsidiary's balance sheet, but the preferred stock changes suggest management is managing liquidity carefully.
Section-by-Section Diff
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
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On May 12, 2026, in connection with the repurchase and cancellation of the remaining outstanding amount of 4.25% Convertible Senior Notes due 2030 (the "Notes") issued by Semler Scientific, Inc. (“Semler Scientific”), a subsidiary of Strive, Inc. (the “Company” or "Strive"), pursuant to the Indenture, dated as of January 28, 2025, by and among Semler Scientific, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”) (as amended or supplemented prior to the date hereto, the “Indenture”), Semler Scientific delivered a cancellation order dated as of May 12, 2026 to the Trustee for the cancellation of all of the outstanding Notes under the Indenture.
Strive's subsidiary Semler Scientific repurchased and cancelled all remaining 4.25% Convertible Senior Notes due 2030 on May 12, 2026. The Indenture governing these notes, originally dated January 28, 2025, has been satisfied and discharged, releasing Semler Scientific from its obligations under the agreement except for provisions that survive by their terms.
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Concurrently with such cancellation, the Indenture was satisfied and discharged in accordance with its terms and the Trustee acknowledged such satisfaction and discharge. As a result of the satisfaction and discharge of the Indenture, Semler Scientific has been released from its remaining obligations under the Indenture except those provisions of the Indenture that, by their terms, survive the satisfaction and discharge of the Indenture.
The Indenture was formally satisfied and discharged concurrent with the note cancellation, with the Trustee acknowledging this action. Semler Scientific is now released from its obligations under the Indenture, except for provisions that explicitly survive discharge. This eliminates the convertible debt obligation and associated covenants from the subsidiary's capital structure.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
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The Amended and Restated SATA Certificate of Designation provides that, on and after the Amendment and Restatement Effective Date (as defined below), regular dividend payments on SATA Stock will be calculated on a monthly basis (as contemplated by the Original Certificate of Designation), other than the period from June 16, 2026 to June 30, 2026 (which shall be calculated on a pro rata basis, with such required dividend payments due for such period equal to half a month of regular dividend payments); provided that any such payments shall be calculated for each Monthly Dividend Period (as defined below) and subdivided and paid on each Regular Dividend Payment Date (as defined below) in equally divided installments based on the number of Regular Dividend Payment Dates in each such Monthly Period
The company amended its Series A Preferred Stock terms to change how dividends are paid. While dividends continue to be calculated monthly, they will now be subdivided and paid on each business day of the month in equal installments, rather than in a single monthly payment. This change takes effect June 15, 2026.
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“Regular Dividend Payment Date” means, with respect to any share of Perpetual Preferred Stock, each Business Day of each Monthly Dividend Period.
The company redefined when preferred stock dividends are paid. Under the new terms, dividends will be paid on every business day of each monthly period, representing a significant increase in payment frequency from the prior monthly schedule.
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If any accumulated regular dividend (or any portion thereof) on the SATA Stock is not paid on the applicable Regular Dividend Payment Date and remains unpaid on the first Monthly Dividend Compliance Date (as defined below) that is concurrent with or subsequent to the applicable regular dividend payment (or, if such Monthly Dividend Compliance Date is not a Business Day, the next Business Day), then additional regular dividends (“Compounded Dividends”) will accumulate on the amount of such unpaid regular dividend for the benefit of the holders of record as of the close of business on the Regular Record Date immediately preceding the applicable Regular Dividend Payment Date, compounded monthly at the monthly Compounded Dividend Rate
The amendment establishes that if the company fails to pay a scheduled dividend and it remains unpaid through the Monthly Dividend Compliance Date, additional compounded dividends will accumulate on the unpaid amount at a monthly compounded rate. This provides preferred shareholders with additional compensation for payment delays.
Show 1 minor / wording change
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The Amended and Restated SATA Certificate of Designation will be effective as of 12:01 a.m. Pacific Daylight Time on June 15, 2026 (the “Amendment and Restatement Effective Date”).
The amended preferred stock terms will become effective at 12:01 a.m. Pacific Daylight Time on June 15, 2026. The June 15, 2026 dividend for periods on or before that date will be calculated under the old terms.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
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Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock
The company filed an amended and restated certificate of designation for its Variable Rate Series A Perpetual Preferred Stock. This document governs the rights, preferences, and terms of this class of preferred shares. Amendments to preferred stock terms can affect dividend rates, conversion rights, voting rights, liquidation preferences, or other material provisions that impact both preferred and common shareholders.
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