Form 4: Director Chang Reports Semler Scientific Merger Share Conversion

Semler Scientific Director William H. Chang reported the disposition of common stock and stock options following the company's merger with Strive, Inc., effective January 16, 2026.

Summary

• William H. Chang, a Director of Semler Scientific, Inc., reported changes in his beneficial ownership due to a merger.
• The merger involved Semler Scientific, Inc., Strive, Inc., and Strive Merger Sub, Inc., with Semler Scientific becoming a wholly-owned subsidiary of Strive.
• The merger became effective on January 16, 2026.
• Chang disposed of 824,264 shares of Semler Scientific common stock held indirectly through various trusts and partnerships.
• Each share of Semler Scientific common stock was converted into the right to receive 21.05 shares of Strive Class A common stock.
• Chang also disposed of 43,185 stock options to buy Semler Scientific common stock.
• These stock options were converted into options to purchase Strive Class A common stock, with the number of shares adjusted by the 21.05 Exchange Ratio and the exercise price adjusted accordingly.
• All unvested portions of the converted options immediately accelerated as of the merger's effective time.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider's beneficial ownership changes due to a merger, which is a neutral event in itself for the reporting person, though the merger itself could be positive or negative for the company.

Positives

• The immediate acceleration of vesting for all unvested stock options at the effective time of the merger is a positive for the option holder.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged disposition strategy.

Negatives

• The disposition of common stock and options means the reporting person no longer directly holds these specific Semler Scientific securities.
• The conversion into Strive Class A common stock means a change in the underlying security and potentially a different risk/reward profile for the holdings.

Risks

• The change in the underlying security from Semler Scientific to Strive Class A common stock inherently carries a different set of company-specific risks associated with the new parent entity.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Shares were held by W&D Chang Family Trust.
• Shares were held in six grantor retained annuity trusts.
• Shares were held by Chang 2020 GP LP.

Stakeholder Impact

• Shareholders of Semler Scientific, including the reporting person, had their shares converted into Strive Class A common stock, fundamentally changing their investment vehicle.
• Employees holding unvested Semler Scientific stock options benefited from the immediate acceleration of vesting upon the merger's effective time.

Key Dates

Keywords

Semler Scientific, SMLR, Strive Inc, Merger, Form 4, Beneficial Ownership, Stock Options, Insider Transaction, Equity Conversion, Corporate Governance