Strive SATS Preferred Offering Upsized to $700M for Bitcoin Buys

What happened

Strive Inc., the Nasdaq-listed bitcoin treasury company run by Chairman and CEO Matt Cole, priced a bigger-than-planned offering of a new preferred stock on October 15. It sold 7 million shares of its 15.00% Series A Perpetual SATS Preferred Stock at $90 each, up from the 5 million shares it first planned.310 That brings in about $630 million in gross proceeds. The widely reported $700 million figure is the stated value of the shares at their $100 par, not the cash Strive actually receives.410 Settlement is expected on October 20, subject to customary closing conditions.36

Barclays and Cantor Fitzgerald are the joint book-running managers. Clear Street is lead manager, and B. Riley Securities, H.C. Wainwright, Maxim Group and StoneX are co-managers.410 Strive says it will use the money for general corporate purposes. Bitcoin and bitcoin-related products come first, followed by working capital, income-generating assets, capital spending, possible buybacks of Class A common stock or its existing SATA preferred, and acquisitions.26 The company has not said how much of the money will go into bitcoin, or when.610

The headlines need some unpacking. Several outlets called the deal an "IPO" and one even said Strive's shares trade under the ticker SATS. In fact, the common stock still trades as ASST, and SATS is a new class of preferred stock being listed for the first time.146 So this is not Strive going public. Strive went public in September 2025 through a reverse merger with Asset Entities.4 This is a public company adding another layer of financing to its balance sheet.

How the security works

SATS pays a fixed, cumulative 15% annual dividend on its $100 stated value, or $15 a share. Dividends are paid daily when declared, starting November 9.36 At the $90 offering price, buyers get an effective yield of roughly 16.7% if every payment is made.310 Payments still require board approval and enough legally distributable funds.2 The liquidation preference starts at $100 and can change under certain market conditions. Holders can also make Strive buy back their shares after certain corporate changes.6

Where SATS sits in Strive's capital structure matters. It ranks below SATA, Strive's variable-rate preferred, for both dividends and liquidation. Common shareholders sit below both.410 SATA was Strive's first preferred offering and closed in November 2025. Strive says it has carried no traditional debt since May 2026.3 Because there is no debt, none of its bitcoin is pledged as collateral, so a sharp price drop cannot trigger margin calls on lenders' terms. The company also says it holds dividend reserves covering up to 18 months of payouts.3

The financing approach differs from Strategy's. Strategy built much of its position with convertible notes, while Strive is relying on preferred equity.3 One analysis argues this is a tougher bargain than it looks. With no conversion feature and a cash dividend paid every business day, Strive owes a fixed payment whatever bitcoin does. Bitcoin would have to beat roughly 15% a year, plus make up the 10-point discount to par, before the raise benefits common shareholders instead of diluting them.4 That estimate is rough, but it is the right lens. The size of the raise matters less than what the money costs.

A treasury growing fast

Strive has grown its bitcoin holdings quickly. It held roughly 7,500 to 7,600 BTC at the end of 2025 and about 35,595 BTC by mid-October 2026.3 Its filings show two recent purchases: 3,311 BTC at an average of about $84,500, which brought holdings to 32,773 BTC, then 2,822 BTC at about $83,266, a roughly $235 million buy.6 The all-stock acquisition of Semler Scientific added roughly 5,048 BTC.4

Reports rank Strive differently depending on their cutoff date. One analysis that used the 32,773 BTC figure from October 9 called Strive the fifth-largest public corporate holder.4 BitcoinTreasuries, using the October 14 total, puts it fourth.10 Cole has said he wants second place by year-end.4 That is a big jump. The two largest holders after Strategy each had about 43,000 BTC in late September.13 At roughly $82,000 per coin, $630 million would buy about 7,700 BTC before fees, according to one outlet's own estimate.10 Even if every dollar went to bitcoin, Strive would only roughly match those holders and would need further gains to pass them.

Strive's offering documents also say the value of its treasury assets grew about 3.9 times, from roughly $0.78 billion to $3.07 billion, while bitcoin fell 28% from its previous peak.4 That claim comes from a free writing prospectus, which is a marketing document, and it has not been independently audited.4

Why Strive can still raise money when peers cannot

The deal comes as most bitcoin treasury companies are struggling to raise capital. The model depends on mNAV, the ratio of a company's market value to the value of the crypto it holds. When mNAV is above 1, issuing new shares to buy bitcoin increases the bitcoin behind each existing share. Below 1, it reduces it.1114 By mid-2026 that premium had shrunk across almost the whole sector.11 A DWF Ventures report in late September found that only four of the 20 largest digital asset treasury companies traded above an mNAV of 1, and Strive was one of them.1617 On September 24, Strive's mNAV was 1.42, against 1.13 for Strategy and below 1 for Twenty One, Metaplanet and Nakamoto.13

Strategy, which created the model, now trades near parity. One tracker put its mNAV at about 1.01x in mid-October, compared with near 4x in late 2024.1214 Some companies are giving up on the model entirely. Sequans sold its last 314 BTC and dropped its treasury strategy.16 Analysts warn that combining debt, preferred dividends and a sub-1 mNAV could force smaller firms to sell bitcoin.15

In that light, the upsizing means more than headline enthusiasm. A 40% increase in deal size points to an oversubscribed order book.3 It also shows that investors who will no longer pay a premium for treasury-company common stock will still buy high-yield, dollar-denominated securities backed by bitcoin. Strive is not alone. Strategy funds purchases with preferreds such as STRC and STRK, and Smarter Web's MORE preferred began trading in London on October 14 after pricing at £90.1035 The financing for the treasury trade is moving from common stock to income-paying preferreds. This brings in new money from yield-seeking investors, but it also adds fixed obligations that common shareholders ultimately bear.

The index and regulatory backdrop

The pricing landed the same day MSCI finalized rules that could push "non-operating" companies out of its Global Investable Market Indexes. The rules take effect after the November 30 close, and the list of affected firms is due November 11.3135 Companies that fail a screen for operating assets face five financial-ratio tests, and failing four makes a company ineligible. Existing index members are removed only if they fail across two annual filing periods.3435 A simulation based on May 2026 data flagged Strategy, Metaplanet and Yellow Cake.33 JPMorgan has estimated that Strategy's exclusion alone could trigger about $2.8 billion in passive-fund selling.35 Early coverage was mixed: one outlet reported that MSCI had decided not to drop treasury firms.38 Most outlets, however, describe finalized rules that put those firms on notice.313436 On balance, the threat is real, and the decision on who is removed comes on November 11. Cole had previously written to MSCI calling an earlier version "unjustified, overbroad and unworkable."32

Washington offers no simple answer either. The CLARITY Act, which would have split crypto oversight between the SEC and CFTC, failed a Senate procedural vote 49–50 on September 15. Passage before the midterms is now widely viewed as unlikely.23 Agencies are filling the gap. The SEC's proposed Regulation Crypto Assets is open for comment until October 20, and on October 1 the SEC proposed a crypto custody framework for investment advisers and funds.2228 Law firm analysis notes that, as agency rules, these would be easier for a future SEC to rewrite than a statute.22 For treasury companies, the custody proposal works against them. If advisers get a compliant way to hold bitcoin directly, the old case for owning a listed company as a stand-in for bitcoin gets weaker.25

The bottom line

Strive's raise shows that the bitcoin treasury model has survived the loss of its premium by changing how it is financed, not by recovering the old premium. Investors will pay for a 16.7% yield backed by bitcoin, and Strive's lack of debt and its 18-month dividend reserve make the bet easier to sell. The cost is a steep fixed obligation added to a balance sheet whose value moves with one volatile asset. Two near-term tests are worth watching. The first is whether SATS trades at or above $90 after settlement, as one analysis suggests.4 The second is whether Strive's ASST common stock holds its premium as more senior securities stack up ahead of it.