Semler Scientific (NASDAQ: SMLR) director stock and options converted

Rhea-AI Filing Summary

Semler Scientific director Daniel S. Messina reported the disposition of 11,910 shares of common stock and multiple stock options on January 16, 2026, in connection with the closing of the company’s merger with Strive, Inc. At the merger’s effective time, each outstanding Semler share was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash in lieu of fractional shares, under the merger agreement. Messina’s outstanding Semler stock options were converted into options to purchase Strive Class A shares, with the number of underlying shares and exercise prices adjusted by the same 21.05 exchange ratio, and any unvested portions of those options fully vested at 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^*

MESSINA DANIEL S

(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)		11,910	D	(2)	0	D

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		(3)	01/02/2036	Common Stock	4,000	$0	0	D
Stock Option (right to buy)	$36.16	01/16/2026		D(1)		3,435		(3)	05/02/2035	Common Stock	3,435	$0	0	D
Stock Option (right to buy)	$58.94	01/16/2026		D(1)		6,875		(3)	01/06/2035	Common Stock	6,875	$0	0	D
Stock Option (right to buy)	$2.79	01/16/2026		D(1)		5,000		(3)	05/08/2027	Common Stock	5,000	$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. 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
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).
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FAQ

What did Semler Scientific (SMLR) director Daniel S. Messina report in this Form 4?

Daniel S. Messina reported the disposition of 11,910 shares of Semler Scientific common stock and several stock option awards on January 16, 2026, tied to the closing of the company’s merger with Strive, Inc.

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

Each outstanding share of Semler Scientific common stock 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, according to the merger agreement.

What happened to Daniel S. Messina’s Semler Scientific stock options?

Each outstanding Semler stock option was converted into an option to purchase Strive Class A common stock, with the number of shares adjusted by the 21.05 exchange ratio and the exercise price divided by that ratio; any unvested portions became fully vested at the merger effective time.

Why does the Form 4 show a disposition code "D" at a price of $0.00 for SMLR?

Transaction code D reflects that Semler common stock and options were disposed of as part of the merger mechanics. The $0.00 price indicates no cash sale by the insider; instead, the securities were converted into rights to receive Strive Class A shares and replacement options under the merger agreement.

What is the effective date of the Semler–Strive merger referenced in this Form 4?

The merger, under which Strive Merger Sub, Inc. merged into Semler Scientific, became effective on January 16, 2026, with Semler surviving as a direct, wholly owned subsidiary of Strive, Inc.

Does this Form 4 indicate that Daniel S. Messina still directly owns Semler Scientific securities?

After the reported transactions on January 16, 2026, the Form 4 shows 0 shares of Semler common stock and 0 derivative securities beneficially owned, reflecting that his interests were converted into Strive Class A equity and options as part of the merger.