Semler Scientific (SMLR) director options converted in Strive merger

Rhea-AI Filing Summary

Semler Scientific director Natalie Brunell reported derivative transactions tied to the closing of a merger with Strive, Inc. On January 16, 2026, Strive Merger Sub, Inc. merged with Semler Scientific under a Merger Agreement dated September 22, 2025, with Semler continuing as a wholly owned subsidiary of Strive.

The filing shows several Semler stock options disposed of on January 16, 2026, including options to buy 4,000 and 7,500 shares of common stock at exercise prices of $17.78 and $31.79, respectively. At the merger’s effective time, each outstanding Semler option, whether vested or unvested, was converted into an option to purchase Strive Class A common stock on the same terms, with the number of underlying shares and exercise price adjusted by the exchange ratio. The unvested portions of these converted options immediately became vested 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^*

BRUNELL NATALIE

(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

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		(2)	01/02/2036	Common Stock	4,000	$0	0	D
Stock Option (right to buy)	$41.04	01/16/2026		D(1)		1,125		(2)	06/25/2035	Common Stock	1,125	$0	0	D
Stock Option (right to buy)	$31.79	01/16/2026		D(1)		7,500		(2)	05/15/2035	Common Stock	7,500	$0	0	D
Stock Option (right to buy)	$31.79	01/16/2026		D(1)		1,875		(2)	03/15/2027	Common Stock	1,875	$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 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.
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** 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 insider activity did Semler Scientific (SMLR) report in this Form 4?

The Form 4 reports that director Natalie Brunell disposed of several Semler Scientific stock options on January 16, 2026 in connection with the company’s merger with Strive, Inc.

Why were Natalie Brunell’s Semler Scientific stock options disposed of?

Her options were disposed of pursuant to an Agreement and Plan of Merger under which Strive Merger Sub, Inc. merged with Semler Scientific effective January 16, 2026, making Semler a wholly owned subsidiary of Strive.

What happened to the Semler Scientific stock options after the merger with Strive?

At the merger’s effective time, 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 Exchange Ratio and the exercise price divided by that ratio.

Did unvested Semler Scientific options keep vesting normally after the merger?

No. The filing states that the vesting of the unvested portion of each converted option immediately accelerated as of the effective time of the merger.

What are examples of the Semler options reported for Semler Scientific (SMLR)?

Examples include a stock option to buy 4,000 shares of Semler common stock at an exercise price of $17.78 per share expiring on January 2, 2036, and an option to buy 7,500 shares at $31.79 per share expiring on May 15, 2035.

What was the relationship between Semler Scientific and Strive after the merger?

After the merger became effective on January 16, 2026, Semler Scientific survived the merger as a direct, wholly owned subsidiary of Strive, Inc.