Merger swaps Semler Scientific (NASDAQ: SMLR) director's stake into Strive

Rhea-AI Filing Summary

Semler Scientific director Eric Semler reported the automatic disposition of his Semler Scientific common stock and stock options due to the completion of the merger with Strive, Inc. On January 16, 2026, Merger Sub merged into Semler Scientific, which became a wholly owned subsidiary of Strive.

Each share of Semler Scientific common stock outstanding immediately before the effective time was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash instead of fractional Strive shares, under the Merger Agreement. The filing shows 636,346 shares of common stock held directly and 77,771 shares held indirectly through TCS Capital Advisors, LLC, all disposed of in this conversion.

Each outstanding Semler Scientific stock option, whether vested or unvested, was converted at the effective time into an option to purchase Strive Class A common stock, with the number of underlying Strive shares determined by the same 21.05 exchange ratio and the exercise price adjusted by dividing the prior Semler exercise price by that ratio.

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^*

SEMLER ERIC

(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)		636,346	D	(2)	0	D
Common Stock	01/16/2026		D(1)		77,771	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)		4,000		(4)	01/02/2036	Common Stock	4,000	$0	0	D
Stock Option (right to buy)	$36.16	01/16/2026		D(1)		4,000		(4)	05/02/2035	Common Stock	4,000	$0	0	D
Stock Option (right to buy)	$36.16	01/16/2026		D(1)		75,000		(4)	05/28/2027	Common Stock	75,000	$0	0	D
Stock Option (right to buy)	$58.94	01/16/2026		D(1)		8,000		(4)	01/06/2035	Common Stock	8,000	$0	0	D
Stock Option (right to buy)	$58.94	01/16/2026		D(1)		150,000		(4)	01/29/2027	Common Stock	150,000	$0	0	D
Stock Option (right to buy)	$23.32	01/16/2026		D(1)		12,375		(4)	05/24/2026	Common Stock	12,375	$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. Securities owned directly by TCS Capital Advisors, LLC ("TCS Advisors"). Mr. Semler, by virtue of his position as the managing member of TCS Capital Management LLC, the investment advisor of TCS Advisors, may be deemed to beneficially own the securities owned directly by TCS Advisors. Mr. Semler expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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, attorney-in-fact	01/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Semler Scientific (SMLR) report in this Form 4?

The Form 4 shows director Eric Semler reporting dispositions of Semler Scientific common stock and stock options on January 16, 2026, solely as a result of the closing of the merger with Strive, Inc..

How many Semler Scientific (SMLR) common shares were converted in this transaction?

The filing lists the disposition of 636,346 shares of common stock held directly and 77,771 shares held indirectly, all converted into the right to receive Strive Class A common stock under the Merger Agreement.

What exchange ratio applied to Semler Scientific (SMLR) shares in the Strive merger?

Each issued and outstanding share of Semler Scientific common stock immediately before the effective time 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, subject to tax withholding and the Merger Agreement terms.

How were Semler Scientific (SMLR) stock options treated in the merger with Strive?

At the effective time, each outstanding Semler stock option, 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 shares by 21.05 and rounding down, and the exercise price per Strive share was set by dividing the prior Semler exercise price by 21.05 and rounding up to the nearest cent.

Who held the indirect Semler Scientific (SMLR) shares reported in this Form 4?

The 77,771 indirect common shares were owned directly by TCS Capital Advisors, LLC. Mr. Semler may be deemed to beneficially own these through his role with TCS Capital Management LLC, but he expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

Was this Semler Scientific (SMLR) Form 4 a market sale by the director?

No. The Form 4 explains that the reported dispositions occurred pursuant to the Merger Agreement with Strive, Inc., as Semler Scientific shares and options were converted into Strive equity at the merger effective time, rather than being sold on the open market.