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Merger grants lift Strive, Inc. (ASST) director holdings in Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Strive, Inc. director Eric Semler reported large equity awards tied to the closing of the company’s merger with Semler Scientific, Inc. On January 16, 2026, each share of Semler common stock he held was cancelled and converted into the right to receive 21.05 shares of Strive Class A common stock.

As a result, he acquired 13,395,083 shares of Class A common stock directly and 1,637,079 shares indirectly through TCS Capital Advisors, LLC, at a reported price of $0 per share as merger consideration. The filing also shows several fully vested stock options converted into rights to buy Strive Class A shares, including 260,493 options at $1.11, 3,157,500 at $2.80, and additional blocks at exercise prices of $1.72 and $0.85. Indirectly held shares are owned by TCS Capital Advisors, with Semler disclaiming beneficial ownership beyond his pecuniary interest.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SEMLER ERIC

(Last) (First) (Middle)
C/O STRIVE, INC.
200 CRESCENT COURT SUITE 1400

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Strive, Inc. [ ASST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/16/2026 A 13,395,083(1) A $0 13,395,083 D
Class A Common Stock 01/16/2026 A 1,637,079(1) A $0 1,637,079 I By TCS Capital Advisors, LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.11(3) 01/16/2026 A 260,493(3) (4) 05/24/2026 Class A Common Stock 260,493(3) (3) 260,493 D
Stock Option (Right to Buy) $2.8(3) 01/16/2026 A 3,157,500(3) (4) 01/29/2027 Class A Common Stock 3,157,500(3) (3) 3,157,500 D
Stock Option (Right to Buy) $1.72(3) 01/16/2026 A 1,578,750(3) (4) 05/28/2027 Class A Common Stock 1,578,750(3) (3) 1,578,750 D
Stock Option (Right to Buy) $2.8(3) 01/16/2026 A 168,400(3) (4) 01/06/2035 Class A Common Stock 168,400(3) (3) 168,400 D
Stock Option (Right to Buy) $1.72(3) 01/16/2026 A 84,200(3) (4) 05/02/2035 Class A Common Stock 84,200(3) (3) 84,200 D
Stock Option (Right to Buy) $0.85(3) 01/16/2026 A 84,200(3) (4) 01/02/2036 Class A Common Stock 84,200(3) (3) 84,200 D
Explanation of Responses:
1. On January 16, 2026, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 22, 2025, by and among the Registrant and Semler Scientific, Inc., a Delaware corporation ("Semler," and such merger, the "Merger"), each share of Semler common stock held by the Reporting Person was cancelled and converted into the Reporting Person's right to receive 21.05 shares of Class A Common Stock, par value $0.001 per share, of the Registrant (the "Class A Common Stock").
2. Represents securities owned directly by TCS Capital Advisors, LLC ("TCS Advisors"). The Reporting Person, by virtue of his position as the managing member of TCS Capital Management, LLC, the investment advisor of TCS Advisors, may be deemed to beneficially own the securities owned directly by TCS Advisors. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
3. On January 16, 2026, in connection with the Merger, each outstanding stock option in respect of the common stock of Semler held by the Reporting Person (each, a "Semler Option") was converted into a right to purchase shares of Class A Common Stock (the "Converted Options") on substantially the same terms and conditions as the Semler Options, except that (i) the number of shares of Semler common stock subject to each such Converted Option equals (x) the number of shares of Semler common stock subject to each such Semler Option, multiplied by (y) 21.05, rounded down to the nearest whole share of Class A Common Stock, (ii) the per share exercise price for each such Converted Option equals (x) the per share exercise price of such Semler Option, divided by (y) 21.05, rounded up to the nearest whole cent and (iii) the Converted Options will be fully vested as of the closing of the Merger.
4. This Converted Option is fully vested and exercisable.
/s/ Brian Logan Beirne, attorney-in-fact for Eric Semler 01/16/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Strive, Inc. (ASST) report for Eric Semler?

The Form 4 shows Eric Semler, a director of Strive, Inc., acquiring Class A common stock and stock options on January 16, 2026 in connection with Strive’s merger with Semler Scientific, Inc.

How many Strive Class A shares did Eric Semler receive in the merger?

Eric Semler reported receiving 13,395,083 Class A shares directly. An additional 1,637,079 Class A shares are reported as indirectly owned through TCS Capital Advisors, LLC.

What is the share conversion ratio from Semler Scientific to Strive, Inc. stock?

Each share of Semler Scientific common stock held by Eric Semler was converted into the right to receive 21.05 shares of Strive Class A common stock as part of the merger.

What stock options did Eric Semler hold after the Strive–Semler merger?

The filing lists fully vested stock options to buy Strive Class A shares, including 260,493 options at $1.11, 3,157,500 at $2.80, 1,578,750 at $1.72, and several smaller grants at exercise prices of $2.80, $1.72, and $0.85.

How are the indirectly owned Strive shares attributed in this Form 4?

The 1,637,079 indirectly owned Class A shares are held by TCS Capital Advisors, LLC. Eric Semler may be deemed to beneficially own them through related entities but expressly disclaims beneficial ownership except for his pecuniary interest.

Were the converted stock options from Semler Scientific fully vested?

Yes. The footnotes state that each outstanding Semler option was converted into a Strive Class A option on similar terms and that the Converted Options are fully vested as of the merger closing.

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