Semler Scientific CEO Option Exercise and Share Sale Disclosed

Rhea-AI Filing Summary

Semler Scientific insider activity: Dr. Douglas Murphy-Chutorian, Semler Scientific (SMLR) CEO and director, exercised options and completed related sales on 08/25/2025. He exercised a stock option with a $2.56 exercise price to acquire 60,000 shares; those underlying options were fully vested and immediately exercisable. To cover the exercise cost and withholding taxes he sold 28,604 shares at a weighted average price of $30.54 per share (sales executed between $30.33 and $30.92). He transferred beneficial ownership of 31,396 shares into a family trust (co-trustee with spouse) and reports indirect beneficial ownership of 186,709 shares following the transactions.

Positive

• Acquisition of 60,000 shares via exercise at a low $2.56 strike converts incentives into long-term equity alignment.

Negative

• Sale of 28,604 shares at a weighted average of $30.54, though disclosed as to cover exercise and taxes, reduces direct share holdings.

Insights

Securities Analyst

TL;DR: CEO exercised vested options, sold a portion to cover costs, and increased reported indirect holdings via a family trust.

The exercise of 60,000 options at $2.56 is a routine executive equity realization that converts incentive compensation into common stock. The sale of 28,604 shares at a weighted average of $30.54 appears limited and is explained as covering the exercise price and withholding taxes, reducing direct holdings while increasing reported indirect holdings via trust transfers. For investors, this is a typical liquidity-related transaction rather than a signal of company-specific distress or major portfolio reallocation.

Corporate Governance Expert

TL;DR: Transaction follows standard governance and disclosure practices; trust transfer creates indirect holdings with shared voting power.

The filing discloses that Dr. Murphy-Chutorian and his spouse are co-trustees of a family trust that now holds 31,396 shares, producing indirect beneficial ownership of 186,709 shares. The Form 4 includes required explanations and price ranges for sales, and confirms the options were fully vested and immediately exercisable. From a governance perspective, the transfer to a family trust with shared voting and investment power should be monitored for any future coordinated voting with other insiders but is a common estate and tax planning step.

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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		M		60,000	A	$2.56	60,000	D
Common Stock	08/25/2025		S		28,604(1)	D	$30.54(2)	31,396	D
Common Stock	08/25/2025		G		31,396(3)	D	$0	0	D
Common Stock	08/25/2025		G		31,396(3)	A	$0	186,709(3)	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)	$2.56	08/25/2025		M			60,000	(4)	12/31/2025	Common Stock	60,000	$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 $30.33 to $30.92, 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. 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. The shares underlying the option are fully vested and immediately exercisable.

	/s/ Douglas Murphy-Chutorian	08/26/2025
	** 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 did SMLR insider Douglas Murphy-Chutorian do on 08/25/2025?

He exercised 60,000 options at a $2.56 exercise price and sold 28,604 shares at a weighted average price of $30.54 to cover costs.

How many shares does Dr. Murphy-Chutorian beneficially own after the transactions?

The filing reports 186,709 shares as beneficially owned indirectly following the transactions.

Why were some shares sold?

The filing states the 28,604 shares were sold to cover the exercise price and withholding taxes.

Are the exercised options vested and immediately exercisable?

Yes, the filing states the options underlying the 60,000 shares are fully vested and immediately exercisable.

What is the family trust disclosure?

A family trust holds 31,396 shares; Dr. Murphy-Chutorian is co-trustee with his spouse and shares voting and investment power over those securities.