Name | Relationship | Address | Signature | Signature date | CIK |
---|---|---|---|---|---|
Cole Matthew Ryan | Chief Executive Officer, Director | C/O STRIVE, INC., 200 CRESCENT COURT, SUITE 1400, DALLAS | /s/ Brian Logan Beirne, attorney-in-fact for Matthew Ryan Cole | 2025-09-16 | 0002084252 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | ASST | Restricted Stock Units | Award | +18.5M | 18.5M | Sep 12, 2025 | Class B Common Stock | 18.5M | Direct | F1, F2, F3, F4, F5 | ||||
transaction | ASST | Restricted Stock Units | Award | +57.2K | 57.2K | Sep 12, 2025 | Class B Common Stock | 57.2K | By Spouse | F1, F2, F3, F4, F5 |
Id | Content |
---|---|
F1 | On September 12, 2025, pursuant to the Agreement and Plan of Merger dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (as it may be further amended, restated or otherwise modified from time to time, the "Merger Agreement," and the consummation of the transactions contemplated thereby, the "Closing"), by and among the Registrant, Strive Enterprises, Inc., an Ohio corporation, and Alpha Merger Sub, Inc., an Ohio corporation and a direct, wholly owned subsidiary of the Registrant, (i) each share Class B Common Stock of Old Strive (the "Old Strive Shares") |
F2 | (Footnote 1 continued) held by the Reporting Person as of the Closing was converted into the right to receive a number of shares of Class B Common Stock of the Registrant (the "New Strive Shares") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive Shares held by the Reporting Person and (y) a ratio equal to 70.9470650 (the "Exchange Ratio"), (ii) each outstanding restricted stock unit in respect of Old Strive Shares held by the Reporting Person as of the Closing (each, an "Old Strive RSU") was converted into an award of restricted stock units with respect to a number of New Strive Shares (each, a "New Strive RSU") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSUs held by the Reporting Person by (y) the Exchange Ratio, which such New Strive RSUs shall remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSU |
F3 | Each share of Class B Common Stock of the Registrant, automatically and without further action by the Reporting Person, shall be converted into one share of Class A Common Stock, upon the occurrence of a Transfer, other than a Permitted Transfer (each as defined in the Registrant's Amended and Restated Articles of Incorporation) or all shares of Class B Common Stock, automatically and without further action by the Reporting Person, shall be converted into an identical number of shares of Class A Common Stock at such date and time, or the occurrence of an event, specified by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under the Registrant's Amended and Restated Articles of Incorporation) of the holders of a majority of the total voting power of the outstanding Class B Common Stock, voting as a separate class. |
F4 | (Footnote 3 continued) The Class B Common Stock may also be converted into Class A Common Stock at the election of the Reporting Person. |
F5 | Each of the time-vesting condition and the performance vesting condition of the Restricted Stock Units was deemed to have been achieved subject to the Closing. |