SMLR CEO option exercise and trust transfer reported on Form 4

Rhea-AI Filing Summary

Semler Scientific CEO Douglas Murphy-Chutorian reported stock option activity and share sales. On 11/17/2025 he exercised a stock option to acquire 125,000 shares of Semler Scientific common stock at an exercise price of $2.23 per share. He then sold 57,669 shares at a weighted average price of $20.09 and 12,737 shares at a weighted average price of $20.73, with the filing stating that these sales were made to cover the option exercise price and withholding taxes. The filing also shows a transfer of 54,594 shares from direct ownership to a family trust and a corresponding 54,594-share increase in indirect ownership. After these transactions, Murphy-Chutorian reports beneficial ownership of 241,303 shares held indirectly through a family trust over which he and his spouse share voting and investment power.

Insider Trade Summary

Net Seller: 70,406 shares ($1,422,608)

Net Sell 6 txns

Insider Murphy-Chutorian Douglas

Role CEO, interim CFO and Director

Sold 70,406 shs ($1.42M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	125,000	$0.00	--
Exercise	Common Stock	125,000	$2.23	$279K
Sale	Common Stock	57,669	$20.09	$1.16M
Sale	Common Stock	12,737	$20.73	$264K
Gift	Common Stock	54,594	$0.00	--
Gift	Common Stock	54,594	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct); Common Stock — 125,000 shares (Direct); Common Stock — 241,303 shares (Indirect, See Footnote)

Footnotes (1)

1. The shares were sold by the reporting person to cover the exercise price and withholding taxes. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.57 to $20.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding, the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.57 to $21.26, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding, the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4. Shares are held in a family trust over which Dr. Murphy-Chutorian is co-Trustee with his spouse, and with whom he shares voting and investment power over such securities. The shares underlying the option are fully vested and immediately exercisable.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Murphy-Chutorian Douglas

(Last) (First) (Middle)

C/O SEMLER SCIENTIFIC, INC.

51 E. CAMPBELL AVENUE, 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
X	Officer (give title below)		Other (specify below)
	CEO, interim CFO and Director

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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	11/17/2025		M		125,000	A	$2.23	125,000	D
Common Stock	11/17/2025		S		57,669(1)	D	$20.09(2)	67,331	D
Common Stock	11/17/2025		S		12,737(1)	D	$20.73(3)	54,594	D
Common Stock	11/17/2025		G		54,594(4)	D	$0	0	D
Common Stock	11/17/2025		G		54,594(4)	A	$0	241,303	I	See Footnote(4)

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)	$2.23	11/17/2025		M			125,000	(5)	02/17/2026	Common Stock	125,000	$0	0	D

Explanation of Responses:

1. The shares were sold by the reporting person to cover the exercise price and withholding taxes.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.57 to $20.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding, the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.57 to $21.26, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding, the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

4. Shares are held in a family trust over which Dr. Murphy-Chutorian is co-Trustee with his spouse, and with whom he shares voting and investment power over such securities.

5. The shares underlying the option are fully vested and immediately exercisable.

	/s/ Douglas Murphy-Chutorian	11/18/2025
	** 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.
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FAQ

What insider transaction did Semler Scientific (SMLR) report for its CEO?

The CEO, Douglas Murphy-Chutorian, reported exercising a stock option for 125,000 shares of Semler Scientific common stock on 11/17/2025 at an exercise price of $2.23 per share, along with related share sales and a transfer to a family trust.

How many Semler Scientific (SMLR) shares did the CEO sell and at what prices?

On 11/17/2025, the CEO sold 57,669 shares at a weighted average price of $20.09 and 12,737 shares at a weighted average price of $20.73. The filing states these sales were made to cover the exercise price and withholding taxes.

How many Semler Scientific (SMLR) shares does the CEO report owning after the Form 4 transactions?

Following the reported transactions, including the option exercise, sales, and a trust transfer, the CEO reports beneficial ownership of 241,303 shares of Semler Scientific common stock, held indirectly through a family trust.

What change occurred in the CEO’s direct vs. indirect ownership of Semler Scientific (SMLR) shares?

The Form 4 shows 54,594 shares of common stock given up from direct ownership and a corresponding 54,594-share increase in indirect ownership, reflecting shares held in a family trust where the CEO and his spouse are co-trustees with shared voting and investment power.

What does the Form 4 say about the nature of the CEO’s option in Semler Scientific (SMLR)?

The filing describes a stock option (right to buy) for 125,000 shares of common stock at an exercise price of $2.23 per share. Footnote (5) states that the shares underlying the option were fully vested and immediately exercisable, and after the reported exercise, 0 derivative securities remain beneficially owned.

How are the Semler Scientific (SMLR) share sale prices described in the Form 4?

The reported sale prices of $20.09 and $20.73 are disclosed as weighted average prices. The filing notes that the actual sales occurred in multiple transactions within ranges of $19.57–$20.56 and $20.57–$21.26, and that detailed breakdowns are available upon request.