Semler Scientific (SMLR) director reports share and option conversion in Strive merger

Rhea-AI Filing Summary

Semler Scientific director William H. Chang reported the disposition of his Semler equity interests in connection with the closing of the company’s merger with Strive, Inc. on January 16, 2026. Under the Merger Agreement, each share of Semler common stock outstanding immediately before the effective time was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash in lieu of any fractional Strive shares, subject to tax withholding.

The Form 4 shows indirect holdings of Semler common stock of 428,682 shares held by W&D Chang Family Trust, 154,074 shares held in six grantor retained annuity trusts, and 241,508 shares held by Chang 2020 GP LP, all reported as disposed of at an indicated price of $0.00 in the merger conversion. It also reports several Semler stock options (covering 4,000, 3,560, 500, 7,125, 1,000, and 27,000 shares) as disposed of, with post‑transaction balances of zero.

At the effective time, each outstanding Semler stock option was converted into an option to purchase Strive Class A common stock using the 21.05 exchange ratio, with the exercise price adjusted accordingly and any unvested portion vesting immediately as of the effective time.

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

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X

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^*

Chang William H

(Last) (First) (Middle)

C/O SEMLER SCIENTIFIC, INC.

51 E. CAMPBELL AVE, SUITE 107-D

(Street)

CAMPBELL CA 95008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Semler Scientific, Inc. [ SMLR ]

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
Common Stock	01/16/2026		D(1)		428,682	D	(2)	0	I	See footnote(3)
Common Stock	01/16/2026		D(1)		154,074	D	(2)	0	I	See footnote(4)
Common Stock	01/16/2026		D(1)		241,508	D	(2)	0	I	See footnote(5)

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)	$17.78	01/16/2026		D(1)		4,000		(6)	01/02/2036	Common Stock	4,000	$0	0	D
Stock Option (right to buy)	$36.16	01/16/2026		D(1)		3,560		(6)	05/02/2035	Common Stock	3,560	$0	0	D
Stock Option (right to buy)	$36.16	01/16/2026		D(1)		500		(6)	05/28/2027	Common Stock	500	$0	0	D
Stock Option (right to buy)	$58.94	01/16/2026		D(1)		7,125		(6)	01/06/2035	Common Stock	7,125	$0	0	D
Stock Option (right to buy)	$58.94	01/16/2026		D(1)		1,000		(6)	01/29/2027	Common Stock	1,000	$0	0	D
Stock Option (right to buy)	$23.32	01/16/2026		D(1)		27,000		(6)	05/24/2026	Common Stock	27,000	$0	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated September 22, 2025 (the "Merger Agreement"), by and among the Issuer, Strive, Inc. ("Strive"), and Strive Merger Sub, Inc., a direct, wholly owned subsidiary of Strive ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of January 16, 2026 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Strive (the "Merger").

2. At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Strive Class A common stock equal to 21.05 (the "Exchange Ratio") and cash in lieu of any fractional shares of Strive Class A common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.

3. Shares are held by W&D Chang Family Trust.

4. Shares are held in six grantor retained annuity trusts.

5. Shares are held by Chang 2020 GP LP.

6. At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase, on the same terms and conditions, a number of shares of Strive Class A common stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Issuer common stock subject to such Issuer stock option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share of Strive Class A common stock, rounded up to the nearest whole cent, equal to the per share exercise price for the shares of Issuer common stock otherwise purchasable pursuant to such Issuer stock option immediately prior to the Effective Time divided by the Exchange Ratio, and the vesting of the unvested portion of the converted option immediately accelerated as of the Effective Time.

	/s/ Douglas Murphy-Chutorian, attorney-in-fact	01/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did William H. Chang report for Semler Scientific (SMLR)?

William H. Chang, a director of Semler Scientific, reported the disposition of his indirect holdings of Semler common stock and all reported Semler stock options on January 16, 2026, in connection with the company’s merger with Strive, Inc.

How were Semler Scientific (SMLR) shares converted in the merger with Strive?

Each share of Semler common stock outstanding immediately before the effective time was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash in lieu of any fractional Strive shares, all on the terms and conditions set out in the Merger Agreement.

How many Semler Scientific shares did entities associated with William H. Chang report as disposed of?

The Form 4 reports 428,682 shares of Semler common stock held by W&D Chang Family Trust, 154,074 shares held in six grantor retained annuity trusts, and 241,508 shares held by Chang 2020 GP LP as disposed of in the merger conversion.

What happened to William H. Chang’s Semler Scientific stock options in the Strive merger?

At the effective time, each outstanding Semler stock option was converted into an option to purchase Strive Class A common stock. The number of underlying Strive shares was determined by multiplying the Semler option shares by the 21.05 exchange ratio and rounding down, and the exercise price per Strive share was set by dividing the original Semler exercise price by the exchange ratio and rounding up. Any unvested portion of each converted option vested immediately as of the effective time.

Why do the Semler Scientific Form 4 transactions show a price of $0.00 per share?

The transactions are reported with a price of $0.00 per share because they reflect securities disposed of pursuant to the Agreement and Plan of Merger, where Semler shares and options were converted into Strive Class A common stock and related rights, rather than being sold for cash at a per-share market price.

Which entities held the Semler Scientific shares reported on William H. Chang’s Form 4?

The footnotes state that Semler shares were held by W&D Chang Family Trust, by six grantor retained annuity trusts, and by Chang 2020 GP LP, and these holdings are reported as indirect beneficial ownership on the Form 4.