DANIEL S. MESSINA - 16 Jan 2026 Form 4 Insider Report for Semler Scientific, Inc. (SMLR)

Role
Director
Signature
/s/ Douglas Murphy-Chutorian, attorney-in-fact
Issuer symbol
SMLR
Transactions as of
16 Jan 2026
Net transactions value
$0
Form type
4
Filing time
16 Jan 2026, 15:20:36 UTC
Previous filing
02 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
MESSINA DANIEL S Director C/O SEMLER SCIENTIFIC, INC., 51 E. CAMPBELL AVE, SUITE 107-D, CAMPBELL /s/ Douglas Murphy-Chutorian, attorney-in-fact 16 Jan 2026 0001244923

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SMLR Common Stock Disposed to Issuer -11,910 -100% 0 16 Jan 2026 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SMLR Stock Option (right to buy) Disposed to Issuer $0 +4,000 $0.000000 0 16 Jan 2026 Common Stock 4,000 $17.78 Direct F1, F3
transaction SMLR Stock Option (right to buy) Disposed to Issuer $0 +3,435 $0.000000 0 16 Jan 2026 Common Stock 3,435 $36.16 Direct F1, F3
transaction SMLR Stock Option (right to buy) Disposed to Issuer $0 +6,875 $0.000000 0 16 Jan 2026 Common Stock 6,875 $58.94 Direct F1, F3
transaction SMLR Stock Option (right to buy) Disposed to Issuer $0 +5,000 $0.000000 0 16 Jan 2026 Common Stock 5,000 $2.79 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

DANIEL S. MESSINA is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 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, and the vesting of the unvested portion of the converted option immediately accelerated as of the Effective Time.