Semler Scientific (SMLR) CEO logs stock, option disposal in Strive deal

Rhea-AI Filing Summary

Semler Scientific CEO Douglas Murphy-Chutorian reported the conversion of his Semler equity in connection with the company’s merger into Strive, Inc. On January 16, 2026, an indirect holding of 241,303 shares of Semler common stock, held through a family trust where he and his spouse share voting and investment power, was disposed of and converted under the merger terms.

On the same date, multiple Semler stock options to purchase common stock, with exercise prices ranging from $1.72 to $58.94, were also reported as disposed of, leaving zero Semler options beneficially owned afterward. Under the Agreement and Plan of Merger, each Semler common share outstanding immediately before the effective time was converted into the right to receive Strive Class A common stock at a fixed exchange ratio of 21.05 Strive shares per Semler share, plus cash in lieu of fractional shares, and each Semler stock option was converted into a corresponding option over Strive Class A common stock on adjusted terms.

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^*

Murphy-Chutorian Douglas

(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
X	Officer (give title below)		Other (specify below)
	CEO, interim CFO and Director

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)		241,303	D	(2)	0	I	See footnote(3)

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)		15,000		(4)	01/02/2036	Common Stock	15,000	$0	0	D
Stock Option (right to buy)	$36.16	01/16/2026		D(1)		25,000		(4)	05/02/2035	Common Stock	25,000	$0	0	D
Stock Option (right to buy)	$58.94	01/16/2026		D(1)		50,000		(4)	01/06/2035	Common Stock	50,000	$0	0	D
Stock Option (right to buy)	$22.92	01/16/2026		D(1)		15,000		(4)	05/10/2034	Common Stock	15,000	$0	0	D
Stock Option (right to buy)	$8	01/16/2026		D(1)		125,000		(4)	01/01/2028	Common Stock	125,000	$0	0	D
Stock Option (right to buy)	$1.72	01/16/2026		D(1)		125,000		(4)	01/20/2027	Common Stock	125,000	$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 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.

4. 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.

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

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

The report shows that CEO and interim CFO Douglas Murphy-Chutorian disposed of 241,303 shares of Semler Scientific common stock and multiple Semler stock options on January 16, 2026, in connection with the closing of the merger with Strive, Inc.

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

Each issued and outstanding share of Semler common stock immediately before the effective time of the merger 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 pursuant to the Merger Agreement.

What happened to Douglas Murphy-Chutorian’s Semler stock options in the merger?

All reported Semler stock options, including grants over 15,000, 25,000, 50,000, 15,000, 125,000, and another 125,000 shares at various exercise prices, were listed as disposed of, with zero Semler options beneficially owned after the transaction.

How were Semler stock options converted into Strive equity under the merger terms?

At the effective time, each outstanding Semler stock option, whether vested or unvested, was converted into an option to purchase Strive Class A common stock. The number of Strive shares was calculated by multiplying the Semler option share count by the 21.05 exchange ratio and rounding down, and the Strive exercise price was set by dividing the original Semler exercise price by 21.05 and rounding up to the nearest cent.

How were Douglas Murphy-Chutorian’s Semler shares held before the merger?

The 241,303 Semler common shares were held in a family trust where Dr. Murphy-Chutorian serves as co-trustee with his spouse, and they share voting and investment power over those securities.

Which companies were involved in Semler Scientific’s merger reported in this filing?

The Merger Agreement was among Semler Scientific, Inc. as the issuer, Strive, Inc., and Strive Merger Sub, Inc., a direct wholly owned subsidiary of Strive, with Merger Sub merging into Semler and Semler surviving as a direct wholly owned subsidiary of Strive.