Strive, Inc., a publicly traded Bitcoin treasury and asset management firm, has announced plans to raise up to $150 million through a follow-on offering of its Variable Rate Series A Perpetual Preferred Stock, known as SATA Stock. The company disclosed the plan on Jan. 21 in a press release, noting that the offering remains subject to market and other conditions.
The offering will be registered under the Securities Act of 1933 and represents Strive’s latest effort to restructure its balance sheet while expanding its Bitcoin exposure. Barclays and Cantor will act as joint book-running managers, with Clear Street serving as co-manager, according to the company.
Proceeds target convertible debt and credit facilities
Strive said it intends to use the net proceeds from the offering, alongside existing cash and potential funds from terminating capped call transactions, to address liabilities tied to its wholly owned subsidiary, Semler Scientific.
The primary targets include the redemption, repurchase, or repayment of all or part of the 4.25% Convertible Senior Notes due 2030, which were issued by Semler Scientific and guaranteed by Strive. The company may also repay outstanding borrowings under Semler Scientific’s master loan agreement with Coinbase Credit Inc.
Strive described the effort as a step toward returning to a “perpetual-preferred only amplification model,” a structure that relies on preferred equity rather than convertible debt.
Any remaining proceeds may be allocated toward the acquisition of Bitcoin and Bitcoin-related products, as well as working capital and general corporate purposes.
Debt-for-equity exchanges under negotiation
Alongside the public offering, Strive confirmed it is negotiating private, individual exchanges with certain holders of the Semler convertible notes. These transactions would allow noteholders to swap some or all of their debt for shares of SATA Stock.
Such exchanges would reduce the size of the follow-on offering but would not generate cash proceeds for the company. Strive said any exchange would rely on an exemption from registration under Section 4(a)(2) of the Securities Act and would remain subject to market conditions and ongoing negotiations.
The company emphasized that the public offering does not depend on the completion of any exchange agreements.
SATA Stock structure and dividend mechanics
SATA Stock carries a stated value of $100 per share and pays cumulative dividends at a variable rate. Regular dividends are payable monthly in arrears, starting on Feb. 15, 2026, at an annualized rate of 12.25%.
Strive retains the right to adjust the dividend rate over time, subject to defined restrictions. The rate cannot fall below the prevailing one-month term SOFR, nor can it decline by more than a specified amount from one period to the next. The company said its current intention is to manage the dividend rate to encourage trading within a long-term price range of $95 to $105 per share.
Unpaid dividends accrue compounded dividends, with the rate increasing by 25 basis points per month until payment, up to a maximum annual rate of 20%.
Declared dividends will be paid solely in cash.
Redemption rights and liquidation preference
Strive may redeem SATA stock at its discretion for $110 per share, or a higher amount if publicly announced, plus any accumulated unpaid dividends. Partial redemptions generally require at least $50 million of SATA Stock to remain outstanding, unless a clean-up or tax-related redemption applies.
In the event of a fundamental change, holders may require Strive to repurchase their shares at the stated amount plus accrued dividends.
The liquidation preference of SATA Stock is $100 per share, adjusted daily to reflect the highest of the stated amount, the prior trading day’s closing price, or the 10-day average trading price.
Bitcoin treasury strategy continues
Strive positions itself as the first publicly traded asset management Bitcoin treasury company, with a stated focus on increasing Bitcoin per share over the long term. According to The BitcoinTreasuries.Net data, the company holds approximately 12,798 Bitcoin.
Earlier this month, Strive announced shareholder approval for its all-stock acquisition of Semler Scientific, a transaction expected to add more than 5,000 Bitcoin to its treasury once completed.
Since launching its first ETF in August 2022, Strive Asset Management has grown to manage over $2.3 billion in assets, according to the company.
Market context and execution risks
Crypto-focused treasury firms face a more demanding environment in 2026. Falling digital asset prices and tighter capital markets have placed pressure on strategies that rely primarily on balance sheet Bitcoin exposure.
Strive’s decision to pursue a fixed-size preferred stock offering rather than an at-the-market program reflects an attempt to manage dilution while capitalizing on favorable pricing windows. Execution remains dependent on market conditions, investor appetite for high-yield preferred securities, and the company’s ability to complete debt restructuring on acceptable terms.
As with prior raises in the sector, the strategy carries both balance sheet benefits and ongoing dividend obligations that require sustained cash discipline.
Jordan V.
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