SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

 

 

FORM 8-A 

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES  

PURSUANT TO SECTION 12(b) OR (g) OF  

THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

STRIVE, INC. 

(Exact name of registrant as specified in charter)

 

     
Nevada   88-1293236

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer 

Identification No.) 

   

200 Crescent Ct, Suite 1400

Dallas, TX

   75201
(Address of Registrant’s Principal Executive Offices)   (ZIP Code)

 

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

     

Title of each class 

to be so registered 

  

Name of each exchange on which 

each class is to be registered 

15.00% Series A Perpetual SATS Preferred Stock,

$0.001 par value per share 

   The Nasdaq Stock Market LLC

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒ 

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐ 

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐ 

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-290252

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None.

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of the 15.00% Series A Perpetual SATS Preferred Stock of Strive, Inc., a Nevada corporation (the “Registrant”), to be registered pursuant to this registration statement is set forth under the caption “Description of Perpetual Preferred Stock” in the Registrant’s prospectus supplement, dated October 15, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and under the caption “Description of Capital Stock—Preferred Stock” in the accompanying prospectus, dated September 15, 2025. Such description is incorporated by reference into this registration statement.

 

Item 2. Exhibits.

 

Exhibits

 

     
Exhibit Number   Description
   
3.1   Amended and Restated Articles of Incorporation of Strive, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2025 (File No. 001-41612)).
     
3.2   Certificate of Amendment, dated October 8, 2025 (effective December 31, 2025), and Certificate of Correction, dated October 13, 2025, to the Amended and Restated Articles of Incorporation of Strive, Inc., as filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2025 (File No. 001-41612)).
     
3.3   Amended and Restated Bylaws of Strive, Inc. (effective December 31, 2025) (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2025 (File No. 001-41612)).
   
3.4   Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on May 13, 2026 (effective June 15, 2026) (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 14, 2026).
     
3.5   Certificate of Amendment to Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on June 5, 2026 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on June 5, 2026).
     
3.6   Certificate of Amendment to Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on June 5, 2026 (effective June 15, 2026) (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on June 5, 2026).
     
3.7   Certificate of Amendment to Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on October 13, 2026)
   
4.1   Certificate of Designation relating to the 15.00% Series A Perpetual SATS Preferred Stock.
   
4.2   Form of certificate representing the 15.00% Series A Perpetual SATS Preferred Stock (included as Exhibit A to Exhibit 4.1 above).

 

* * *

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

             
        Strive, Inc.
       
Dated: October 19, 2026       By:   /s/ Matthew Cole
        Name:   Matthew Cole
        Title:   Chief Executive Officer

 

 

 

 

 

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 4.1