Strive Inc.

01/16/2026 | Press release | Distributed by Public on 01/16/2026 17:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SEMLER ERIC
2. Issuer Name and Ticker or Trading Symbol
Strive, Inc. [ASST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O STRIVE, INC., 200 CRESCENT COURT SUITE 1400
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026
(Street)
DALLAS, TX 75201
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/16/2026 A 13,395,083(1) A $ 0 13,395,083 D
Class A Common Stock 01/16/2026 A 1,637,079(1) A $ 0 1,637,079 I By TCS Capital Advisors, LLC(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.11(3) 01/16/2026 A 260,493(3) (4) 05/24/2026 Class A Common Stock 260,493(3) (3) 260,493 D
Stock Option (Right to Buy) $2.8(3) 01/16/2026 A 3,157,500(3) (4) 01/29/2027 Class A Common Stock 3,157,500(3) (3) 3,157,500 D
Stock Option (Right to Buy) $1.72(3) 01/16/2026 A 1,578,750(3) (4) 05/28/2027 Class A Common Stock 1,578,750(3) (3) 1,578,750 D
Stock Option (Right to Buy) $2.8(3) 01/16/2026 A 168,400(3) (4) 01/06/2035 Class A Common Stock 168,400(3) (3) 168,400 D
Stock Option (Right to Buy) $1.72(3) 01/16/2026 A 84,200(3) (4) 05/02/2035 Class A Common Stock 84,200(3) (3) 84,200 D
Stock Option (Right to Buy) $0.85(3) 01/16/2026 A 84,200(3) (4) 01/02/2036 Class A Common Stock 84,200(3) (3) 84,200 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEMLER ERIC
C/O STRIVE, INC.
200 CRESCENT COURT SUITE 1400
DALLAS, TX 75201
X

Signatures

/s/ Brian Logan Beirne, attorney-in-fact for Eric Semler 01/16/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On January 16, 2026, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 22, 2025, by and among the Registrant and Semler Scientific, Inc., a Delaware corporation ("Semler," and such merger, the "Merger"), each share of Semler common stock held by the Reporting Person was cancelled and converted into the Reporting Person's right to receive 21.05 shares of Class A Common Stock, par value $0.001 per share, of the Registrant (the "Class A Common Stock").
(2) Represents securities owned directly by TCS Capital Advisors, LLC ("TCS Advisors"). The Reporting Person, by virtue of his position as the managing member of TCS Capital Management, LLC, the investment advisor of TCS Advisors, may be deemed to beneficially own the securities owned directly by TCS Advisors. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3) On January 16, 2026, in connection with the Merger, each outstanding stock option in respect of the common stock of Semler held by the Reporting Person (each, a "Semler Option") was converted into a right to purchase shares of Class A Common Stock (the "Converted Options") on substantially the same terms and conditions as the Semler Options, except that (i) the number of shares of Semler common stock subject to each such Converted Option equals (x) the number of shares of Semler common stock subject to each such Semler Option, multiplied by (y) 21.05, rounded down to the nearest whole share of Class A Common Stock, (ii) the per share exercise price for each such Converted Option equals (x) the per share exercise price of such Semler Option, divided by (y) 21.05, rounded up to the nearest whole cent and (iii) the Converted Options will be fully vested as of the closing of the Merger.
(4) This Converted Option is fully vested and exercisable.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Strive Inc. published this content on January 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 16, 2026 at 23:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]