Form 4: Semler Scientific Director Reports Merger Share Disposal

Eric Semler, a director of Semler Scientific, Inc., reported the disposal of common stock and stock options following the company's merger with Strive, Inc. effective January 16, 2026.

Summary

• Eric Semler, a director of Semler Scientific, Inc., reported the disposal of securities due to the merger of Semler Scientific with Strive Merger Sub, Inc., a wholly-owned subsidiary of Strive, Inc.
• The merger became effective on January 16, 2026, with Semler Scientific surviving as a direct, wholly-owned subsidiary of Strive, Inc.
• Each share of Semler Scientific common stock was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash for any fractional shares.
• Mr. Semler directly disposed of 636,346 shares of Semler Scientific common stock.
• He also disposed of 77,771 shares of Semler Scientific common stock indirectly owned through TCS Capital Advisors, LLC.
• 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 a corporate merger transaction and does not contain information to indicate a positive or negative sentiment beyond the execution of the merger.

Positives

• The completion of the merger with Strive, Inc. provides former Semler Scientific shareholders with shares in the acquiring entity, Strive Class A common stock, at an exchange ratio of 21.05 shares per Semler Scientific share.
• The conversion of stock options ensures continuity of equity incentives for option holders within the new corporate structure under Strive, Inc.

Future Outlook

The filing indicates that Semler Scientific, Inc. is now a direct, wholly-owned subsidiary of Strive, Inc., implying its future operations will be integrated under Strive's strategic direction and corporate structure.

Management Comments

• "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')."
• "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."
• "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."

Industry Context

This announcement reflects a corporate consolidation event, where a smaller public company (Semler Scientific) is acquired by another entity (Strive, Inc.), a common trend in industries seeking scale, synergy, or market position.

Corporate Governance

Related Party Transactions

• Mr. Semler's indirect beneficial ownership of 77,771 shares through TCS Capital Advisors, LLC, where he is the managing member of the investment advisor, is disclosed. He expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: Former Semler Scientific shareholders have had their investment converted into Strive Class A common stock, changing their ownership in the combined entity.
• Employees (with options): Stock options were converted into options for Strive Class A common stock, maintaining their equity incentives within the new corporate structure.

Next Steps

• Former Semler Scientific shareholders will receive shares of Strive Class A common stock and cash in lieu of fractional shares, as per the Exchange Ratio.

Key Dates

Keywords

Semler Scientific, SMLR, Strive Inc, Merger, Form 4, Beneficial Ownership, Stock Options, Corporate Action, Director Transaction