Form 4: Semler Scientific Director Gifts 60,000 Shares

Semler Scientific Director William H Chang gifted 60,000 shares of common stock to family members, maintaining significant indirect ownership.

Summary

• William H Chang, a Director and 10% Owner of Semler Scientific, Inc. (SMLR), gifted 60,000 shares of common stock.
• The shares were gifted to his grandchildren and other family members not sharing his home, with a transaction price of $0 per share.
• The transaction occurred on December 15, 2025.
• Following this transaction, Mr. Chang's beneficial ownership includes 428,682 shares held by the W&D Chang Family Trust, 154,074 shares held in six grantor retained annuity trusts, and 241,508 shares held by Chang 2020 GP LP.
• His total indirect beneficial ownership after the gift amounts to 824,264 shares.

Sentiment

Score: 5

Explanation: Neutral. A gift of shares by a director is a personal financial decision and does not inherently reflect positively or negatively on the company's operational performance or future prospects. The director retains significant indirect ownership.

Positives

• The transaction is a gift to family members, indicating a personal financial decision rather than a sale for cash, which often carries different market implications.
• William H Chang retains significant indirect beneficial ownership of 824,264 shares, demonstrating continued alignment with shareholder interests.

Negatives

• A disposition of shares by a director, even as a gift, reduces their overall direct stake in the company.

Risks

• No specific risks related to the company's operations or financial health are mentioned in this Form 4 filing. The primary risk is the reduction in the insider's direct holding, though mitigated by the nature of the transaction (gift) and retained indirect ownership.

Future Outlook

This Form 4 filing, detailing an insider transaction, does not provide any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This insider transaction report is specific to the individual director's shareholdings and does not provide broader industry context or trends.

Related Party Transactions

• William H Chang, a director and 10% owner, gifted 60,000 shares of common stock to his grandchildren and other family members not sharing his home.

Stakeholder Impact

• Shareholders: The director's direct ownership is reduced, but significant indirect ownership is retained, maintaining alignment with the company's performance. The market typically views insider gifts differently than open market sales, mitigating potential negative sentiment.

Key Dates

Recommendation

This Form 4 reports a gift of shares by a director to family members, which is a personal financial planning event rather than a market-driven sale. While it reduces the director's direct holdings, significant indirect ownership is retained, suggesting continued alignment with the company's long-term prospects. This transaction alone does not provide sufficient information to alter an investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Semler Scientific, SMLR, Form 4, Insider Transaction, Stock Gift, Director Ownership, Beneficial Ownership, William H Chang