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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 25,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 50,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 125,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 125,000 | $0.00 | -- |
| Disposition | Common Stock | 241,303 | $0.00 | -- |
Footnotes (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"). 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. 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. 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.
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.
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.
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.