Material Event (Form 8-K)

Item 8.01 Other Events.

As previously disclosed in its Current Report on Form 8-K filed on September 22, 2025, Strive, Inc. ("Strive" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") on September 22, 2025 with Semler Scientific, Inc., a Delaware corporation ("Semler Scientific"). Semler Scientific is party to a Master Loan Agreement with Coinbase Credit Inc. as lender, Coinbase Credit, and Coinbase Inc. ("Coinbase"). Under the master loan agreement, Semler Scientific may borrow, from time to time, cash or digital assets, which loans, if any, are intended to be collateralized with a first priority security interest in the Bitcoin that Semler Scientific posts as collateral. Loans under the master loan agreement will be subject to certain minimum margin requirements based on the loan amount relative to the market value of the Bitcoin collateral posted. Should the value of the Bitcoin collateralizing the loan fall below the minimum margin requirements in the confirmation, Semler Scientific could be required to transfer additional Bitcoin, or other eligible collateral, to Coinbase to reduce or repay the loan amount. Semler Scientific will pay a monthly loan fee to Coinbase based on the outstanding loan amount and determined accordance with the terms of the confirmation.

On September 25, 2025, Semler Scientific borrowed $20.0 million of cash pursuant to the master loan agreement. As set forth in a separate confirmation thereunder, the loan is collateralized by Semler Scientific's Bitcoin, the interest rate is 10%, initial margin percentage is 156.25%, and the loan matures March 26, 2026. In the event Semler Scientific elects to pay the loan prior to maturity, Semler Scientific agreed to pay an early termination fee equal to the full amount of all remaining interest through the term of the loan. Semler Scientific intends to use the proceeds from such loan (along with cash from operations) to pay in full its previously disclosed settlement with the U.S. Department of Justice.