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

Director Daniel S. Messina's Semler Scientific shares and options were converted into Strive Class A common stock and options following the merger effective January 16, 2026.

Summary

• Reporting Person Daniel S. Messina, a Director of Semler Scientific, Inc., reported the disposition of securities due to a merger.
• The merger involved Semler Scientific, Inc. becoming a wholly-owned subsidiary of Strive, Inc. ('Strive').
• The merger was effective on January 16, 2026, pursuant to an Agreement and Plan of Merger dated September 22, 2025.
• Each share of Semler Scientific common stock was converted into 21.05 shares of Strive Class A common stock, with cash in lieu of fractional shares.
• All outstanding Semler Scientific stock options were converted into options to purchase Strive Class A common stock, with adjustments to the number of shares and exercise price based on the 21.05 exchange ratio.
• The vesting of unvested portions of converted options immediately accelerated as of the effective time of the merger.
• Messina disposed of 11,910 shares of Semler Scientific Common Stock.
• Messina also disposed of stock options to buy a total of 19,310 shares of Semler Scientific Common Stock (4,000 + 3,435 + 6,875 + 5,000).
• Following these transactions, Messina beneficially owns 0 shares of Semler Scientific common stock and 0 Semler Scientific stock options.

Sentiment

Score: 7

Explanation: The completion of the merger and the conversion of Semler Scientific securities into Strive Class A common stock and options, coupled with the immediate acceleration of unvested options, represents a definitive and generally positive outcome for the reporting person and other shareholders of the acquired entity.

Positives

• The immediate acceleration of vesting for unvested stock options upon conversion into Strive options is a positive for option holders.
• The completion of the merger indicates a successful strategic transaction for Semler Scientific shareholders, converting their holdings into shares of Strive, Inc.

Negatives

• The disposition of all Semler Scientific securities means the reporting person no longer has direct beneficial ownership in the original entity.

Future Outlook

The filing details a completed merger where Semler Scientific became a wholly-owned subsidiary of Strive, Inc. All Semler Scientific common stock and stock options were converted into Strive Class A common stock and options, respectively. The vesting of unvested converted options accelerated immediately.

Industry Context

The merger of Semler Scientific into Strive, Inc. represents a consolidation event, common in various industries, where a smaller entity is acquired by a larger one, often to integrate technologies, expand market reach, or achieve synergies. Without further context on Strive, Inc.'s business, specific industry trends are not discernible from this filing alone.

Stakeholder Impact

• Shareholders: Semler Scientific shareholders (including the reporting person) had their shares converted into Strive Class A common stock, indicating a change in their investment vehicle and ownership structure.
• Option Holders: Semler Scientific option holders had their options converted into Strive options with immediate vesting acceleration for unvested portions, which is beneficial.

Key Dates

Keywords

Semler Scientific, SMLR, Strive Inc, Merger, Acquisition, Stock Option Conversion, Beneficial Ownership, Director Transaction, SEC Form 4, Equity Conversion