Form 4: Semler Scientific Director's Options Convert in Strive Merger

Semler Scientific director Natalie Brunell's stock options were converted into Strive Class A common stock options following the merger effective January 16, 2026.

Summary

• Reporting Person Natalie Brunell, a director of Semler Scientific, Inc., reported the disposition of derivative securities (stock options).
• The disposition occurred pursuant to the Agreement and Plan of Merger dated September 22, 2025, involving Semler Scientific, Inc., Strive, Inc., and Strive Merger Sub, Inc.
• Effective January 16, 2026, Strive Merger Sub, Inc. merged with and into Semler Scientific, Inc., with Semler Scientific surviving as a direct, wholly-owned subsidiary of Strive, Inc.
• All outstanding Semler Scientific stock options, whether vested or unvested, were converted into options to purchase Strive Class A common stock, maintaining the same terms and conditions, adjusted by an Exchange Ratio.
• The vesting of any unvested portion of these converted options immediately accelerated as of the merger's effective time on January 16, 2026.
• Options converted include 4,000 shares at an exercise price of $17.78, 1,125 shares at $41.04, 7,500 shares at $31.79, and 1,875 shares at $31.79.

Sentiment

Score: 7

Explanation: The filing reports a standard transaction resulting from a merger, which is generally a positive event for the acquired company's shareholders and option holders, especially with accelerated vesting. It reflects a completed strategic event rather than operational performance.

Positives

• Immediate acceleration of vesting for all unvested stock options held by the reporting person due to the merger, providing immediate value.
• Conversion of Semler Scientific options into options for Strive Class A common stock, allowing the reporting person to maintain an equity interest in the acquiring entity.

Negatives

• The original Semler Scientific stock options are no longer directly held, as the company became a wholly-owned subsidiary of Strive, Inc.

Future Outlook

Semler Scientific, Inc. is now a direct, wholly-owned subsidiary of Strive, Inc., implying its future operations and financial performance will be integrated into Strive's reporting. The conversion of options to Strive stock aligns the reporting person's future equity incentives with the acquiring company.

Industry Context

This filing reflects a common outcome in corporate mergers and acquisitions where equity compensation of target company insiders is converted into equity of the acquiring company. The immediate acceleration of unvested options is a typical provision to ensure retention or compensate for the change of control.

Comparison to Industry Standards

• The conversion of stock options in an acquisition is standard practice, often involving an exchange ratio to reflect the merger terms.
• The immediate acceleration of unvested options upon a change of control (like a merger) is a common 'single trigger' or 'double trigger' (if combined with termination) provision in equity compensation plans, designed to protect employee/director value.

Management Changes

Corporate Governance

Related Party Transactions

• The reported transaction is a direct consequence of the merger between Semler Scientific, Inc. and Strive, Inc., involving the conversion of director's equity compensation.

Stakeholder Impact

• Shareholders (Semler Scientific): The merger implies their shares were acquired, likely for cash or Strive stock (details not in this Form 4).
• Option Holders (Semler Scientific): Benefited from the conversion of options to Strive stock and immediate vesting acceleration.
• Management/Directors (Semler Scientific): Their equity incentives are now tied to Strive, Inc.

Next Steps

• The reporting person now holds options for Strive Class A common stock, subject to Strive's terms and conditions.
• Future filings by Natalie Brunell would report transactions related to Strive, Inc. equity.

Key Dates

Keywords

Semler Scientific, Strive Inc, Merger, Stock Options, Form 4, Beneficial Ownership, Corporate Governance, Director Compensation, Equity Compensation, Acquisition