SATA
Strive Inc Variable Rate Series A Perpetual Preferred Stock
SATA is Strive's perpetual preferred stock, currently paying an 12.25% annual dividend that is distributed monthly in cash. SATA’s dividend rate is adjusted each month to encourage trading near its $100 par value and to reduce price volatility. https://strive.com/bitcoin-strategy
General Terms
Issuer: Strive, Inc.
Ticker: SATA (Listed on the Nasdaq Global Select Market)
Stated Amount: $100.00 per share (dividends accrue on the stated amount)
Liquidation Preference: Initially $100.00 per share, subject to adjustment as described in this prospectus supplement, but will not be adjusted below $100.00 or above $110.00 per share
Dividend Structure
Payment Frequency: Monthly in cash, when, as and if declared by the Board
Rate Floor / Reduction Limits: Strive may adjust the monthly dividend rate, but it is not permitted to reduce the rate below the applicable one-month term SOFR level, and reductions are subject to a cap based on 25 bps plus a SOFR-based component.
Dividend History: https://www.nasdaq.com/market-activity/stocks/sata/dividend-history
Strive, Inc. has the exclusive right to adjust the regular dividend rate per annum applicable to any subsequent regular dividend period. If no adjustment is made or noticed properly, the rate from the prior period automatically carries forward. The initial regular dividend rate is set at 12.00% per annum, commencing from the original issue date.
Strive's stated intention is to adjust the monthly regular dividend rate per annum in a manner believed to maintain the SATA Stock's trading price within a long-term range of $95 to $105 per share.
For example, the rate may be increased if the trading price falls below $95 (to attract buyers and support the price) or decreased if it exceeds $105 (to encourage selling and moderate the price).
However, this intention is entirely subjective, based on the issuer's assessment of prevailing market and capital conditions, and can be altered at any time without notice or justification. It does not constitute a contractual obligation or enforceable commitment.
Redemption & Repurchase Rights
Optional Redemption (Issuer Right): The issuer may redeem shares at a cash price of $110.00 per share (or higher), plus accumulated unpaid dividends. However, the issuer may not redeem less than all of the outstanding SATA Stock unless at least $50.0 million aggregate stated amount of SATA Stock is outstanding and not called for redemption as of the time the issuer provides the related redemption notice.
Clean-Up Redemption: If less than 25% of the total issued shares remain outstanding, the issuer may redeem all remaining shares. The redemption price is the liquidation preference (as of the business day before notice) plus accumulated and unpaid dividends, not a fixed $100.
Tax Event Redemption: If a tax event occurs (e.g., changes in tax law affecting deductibility or treatment), the issuer may redeem all shares at the liquidation preference plus accumulated dividends.
Fundamental Change Put (Holder Right): In the event of a fundamental change (e.g., specific mergers or changes in control), holders have the right to require the issuer to repurchase shares at the $100.00 stated amount plus accumulated dividends.
Ranking and Priority
In the event of a liquidation or winding up of Strive Inc., SATA ranks as follows:
Senior to: Common Stock (Class A and Class B) and liquidation junior stock.
On parity with: Dividend parity stock and liquidation parity stock (e.g., any future issuances of equally ranked preferred stock).
Junior to: Existing and future indebtedness, and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of subsidiaries.
Use of Proceeds
Capital raised by Strive Inc. through SATA issuances is utilized for general corporate purposes, specifically including the acquisition of bitcoin, aligning the underlying value accrual with digital asset treasury strategies.
Additional uses may include working capital, purchase of income-generating assets, other capital expenditures, repurchases of shares of the company's Class A common stock, repayment of debt, or funding acquisitions of businesses, assets, or technologies that complement its current business.
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