We advised Strive on the transactions

Davis Polk advised Strive, Inc. in connection with its upsized SEC-registered offering of 1,320,000 shares of variable-rate Series A perpetual preferred stock. Strive intends to maintain the trading price of the preferred stock within its stated long-term range of $95 and $105 per share, and to use the net proceeds from the offering to finance the redemption, repurchase, repayment, satisfaction and discharge or other payment of all or a portion of Semler Scientific, Inc.’s 4.250% convertible notes due 2030 and Semler Scientific, Inc.’s outstanding borrowings under its master loan agreement with Coinbase Credit Inc., purchase bitcoin and for general corporate purposes, including for working capital. The preferred stock is listed on the Nasdaq Global Market under the symbol “SATA.”

Concurrently with the follow-on offering, we also advised Strive in connection with privately negotiated exchanges of approximately $90 million aggregate principal amount of Semler’s outstanding 4.250% convertible notes due 2030 for approximately 930,000 shares of the preferred stock.

Strive is the first publicly traded asset management bitcoin treasury company. The company is focused on increasing bitcoin per share to outperform bitcoin over the long run. Strive holds approximately 13,131.82 bitcoins as of January 27, 2026. Since launching its first ETF in August 2022, Strive Asset Management, LLC, a direct, wholly owned subsidiary of Strive and an SEC-registered investment adviser, has grown to manage over $2.3 billion in assets. Strive completed its acquisition of Semler Scientific on January 16, 2026.

The Davis Polk capital markets team included partner Derek Dostal, counsel Michael Stromquist and associates Lik Hang (Lincoln) Jim, Rebecca Lei and Gabriela N. Gura. Partner Kara L. Mungovan and associate Carter Ballentine Allison provided tax advice. Counsel Sarah E. Kim and associate Nausherwan Ahmed Aamir provided investment management advice. Members of the Davis Polk team are based in the New York and Northern California offices.

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