NASDAQ: ASST Strive, Inc. 8-K

Strive expands ATM programs to $5.15B, adds seven sales agents for common and preferred stock

Filed June 8, 2026 · Period ending June 5, 2026 · ~1 min read

Key Changes

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Company expanded at-the-market offering capacity to up to $2.55B for common stock and up to $2.6B for preferred stock, adding seven new sales agents including Barclays, Clear Street, and five others to existing Cantor Fitzgerald arrangement.

Item 1.01 view on EDGAR →
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Authorized shares of Variable Rate Series A Perpetual Preferred Stock increased to 40M shares through two certificate amendments effective June 5 and June 15, 2026, enabling larger future preferred stock issuances.

Item 5.03 view on EDGAR →
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Broader sales agent syndicate now includes major banks and specialized firms, providing enhanced market access and distribution for the company's large-scale equity capital raising programs.

Item 1.01 view on EDGAR →

Summary

Strive significantly expanded its equity capital raising infrastructure by amending two at-the-market offering programs to a combined $5.15 billion capacity. The company added seven sales agents to its existing arrangement with Cantor Fitzgerald, creating a broad syndicate that includes Barclays Capital, Clear Street, and five other firms.

These ATM programs allow Strive to sell shares directly into the market over time without traditional underwritten offerings, providing maximum flexibility for capital raises. The timing coincides with amendments increasing authorized preferred stock to 40 million shares, suggesting the company is preparing for substantial equity issuance.

For common shareholders, this represents significant potential dilution—the up to $2.55 billion common stock ATM alone could add meaningful share count depending on execution prices. The preferred stock program adds another layer of capital structure complexity. Investors should monitor actual sales under these programs through quarterly SEC filings and press releases. The key question is whether Strive can deploy this capital productively enough to offset dilution, and whether the company will tap these facilities opportunistically or out of funding necessity.

Section-by-Section Diff

Event · Item 3.03 — Material Modification to Rights of Security Holders

~200 words

Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.

1 Added

Added Preferred stock authorization increase medium

Added in current filing · verify on EDGAR →

On June 5, 2026, the Company filed (i) a Certificate of Amendment (the “Certificate of Amendment”), effective on June 5, 2026, to the Certificate of Designation filed on November 7, 2025 and effective on November 10, 2025, as amended by the Certificate of Amendment to Designation filed on December 9, 2025, relating to our Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share (the “SATA Stock”) and (ii) a Certificate of Amendment (together with the Certificate of Amendment, the “Certificates of Amendment”), effective on June 15, 2026 at 12:01 am Pacific Time, to the Amended and Restated Certificate of Designation, filed on May 13, 2026, and effective on June 15, 2026 at 12:01 am Pacific Time, relating to the SATA Stock, such Certificates of Amendment to collectively certify the authorization to increase the number of authorized shares of its SATA Stock to 40,000,000 shares.

The company filed two certificates of amendment to increase the authorized share count of its Variable Rate Series A Perpetual Preferred Stock to 40,000,000 shares. One amendment became effective immediately on June 5, 2026, while the second becomes effective on June 15, 2026. This expansion of authorized preferred shares could enable future capital raises or other corporate actions involving the preferred stock.

Event · Item 8.01 — Other Events

~700 words

Item 8.01 — Other Events filed; see Key Changes for terms.

2 Added

Added Preferred stock ATM expansion high

Added in current filing · verify on EDGAR →

On June 5, 2026, the Company, the Original SATA Agents and The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (together, with the Original SATA Agents, the “SATA Agents”) amended and restated the SATA Sales Agreement (as amended and restated, the “A&R SATA Sales Agreement”, and together with the A&R ASST Sales Agreement, the “A&R Sales Agreements”), pursuant to which, from time to time, the Company may offer and sell through the SATA Agents, as sales agents, up to $2.6 billion of SATA Stock, pursuant to one or more “at the market” offerings.

The company similarly expanded its at-the-market offering agreement for its Variable Rate Series A Perpetual Preferred Stock, adding four new sales agents to the original three. The offering size is up to $2.6 billion of preferred stock. Combined with the common stock ATM, the company now has over $5 billion in potential equity capital raising capacity through these flexible programs.

Added Sales agent syndicate expansion medium

Added in current filing · verify on EDGAR →

Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC

The company added seven sales agents across both ATM programs, significantly expanding its distribution network beyond the original Cantor Fitzgerald arrangement. This broader syndicate provides more market access and potentially better execution for the large-scale equity offerings. The agents include major investment banks and specialized financial services firms.

Event · Item 9.01 — Financial Statements and Exhibits

~300 words

Strive amended stock designation certificates and restated equity offering sales agreements with eight underwriters.

2 Added

Added Certificate of Designation amendments medium

Added in current filing · verify on EDGAR →

Certificate of Amendment to Certificate of Designation relating to the SATA Stock, as filed with the Nevada Secretary of State on June 5, 2026

The company filed two amendments to certificates of designation for SATA Stock with Nevada on June 5, 2026. These amendments modify the terms or rights of the SATA Stock class, though the specific changes are not detailed in the 8-K body itself.

Added Amended equity offering sales agreements high

Added in current filing · verify on EDGAR →

Amended and Restated Controlled Equity OfferingSM Sales Agreement, dated June 5, 2026, by and between Strive, Inc. and Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC

Strive entered into amended and restated at-the-market equity offering agreements with eight underwriters on June 5, 2026. Two separate agreements are listed (Exhibits 10.1 and 10.2), suggesting the company has updated its framework for selling shares directly into the market through these broker-dealers. This enables ongoing capital raising through controlled equity offerings.