Strive Enters $450M At-The-Market Offering Agreement With Cantor Fitzgerald For Class A Common Stock Sales

Author: Benzinga Newsdesk | September 15, 2025 10:59am

Sales Agreement

 

On September 15, 2025, Strive, Inc. (the "Company") entered into a Controlled Equity OfferingSM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. (the "Agent"), pursuant to which the Company from time to time, at its option, may offer and sell shares (the "ATM Shares") of its Class A Common Stock, $0.001 par value per share (the "Class A Common Stock") to or through the Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450,000,000 (the "ATM Offering").

 

Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company's instructions. The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agent has agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").

 

The Agent will be entitled to a commission of up to 3.0% of the aggregate gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering.

 

Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares, and may at any time suspend the offering of ATM Shares under the Sales Agreement or terminate the Sales Agreement.

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