Form 4: Semler Scientific CEO Reports Merger-Driven Share Changes

Douglas Murphy-Chutorian, CEO of Semler Scientific, reported the disposal of common stock and conversion of stock options following the company's merger with Strive, Inc.

Summary

• Douglas Murphy-Chutorian, CEO, interim CFO, and Director of Semler Scientific, Inc. (SMLR), reported changes in his beneficial ownership of securities.
• The changes resulted from the Agreement and Plan of Merger dated September 22, 2025, between Semler Scientific, Inc., Strive, Inc., and Strive Merger Sub, Inc.
• The merger became effective on January 16, 2026, at which point Semler Scientific, Inc. became a direct, wholly-owned subsidiary of Strive, Inc.
• Each outstanding share of Semler Scientific common stock was converted into the right to receive 21.05 shares of Strive Class A common stock, with cash in lieu of fractional shares.
• Murphy-Chutorian disposed of 241,303 shares of Semler Scientific common stock that were directly owned, resulting in 0 directly owned shares following the transaction.
• His indirect beneficial ownership of common stock is held in a family trust, where he shares voting and investment power with his spouse.
• All outstanding Semler Scientific stock options, whether vested or unvested, were converted into options to purchase Strive Class A common stock, adjusted by the 21.05 Exchange Ratio and a corresponding exercise price adjustment.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider's change in beneficial ownership due to a merger, without expressing positive or negative sentiment regarding the underlying event itself.

Positives

• The merger provides Semler Scientific shareholders, including the reporting person, with shares in Strive, Inc., potentially offering new growth opportunities within the acquiring entity.
• The fixed exchange ratio of 21.05 shares of Strive Class A common stock per Semler Scientific share provides clear terms for the transaction.

Negatives

• The reporting person no longer directly holds common stock in Semler Scientific, Inc., as it is now a wholly-owned subsidiary of Strive, Inc.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders of Semler Scientific, Inc. received shares of Strive Class A common stock and cash in exchange for their Semler Scientific shares.
• Holders of Semler Scientific stock options had their options converted into options to purchase Strive Class A common stock, maintaining their equity incentive structure within the new parent company.

Key Dates

Keywords

Semler Scientific, SMLR, Strive Inc., Merger, Insider Transaction, Stock Options, Common Stock, Corporate Acquisition, Beneficial Ownership