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Semler Scientific, Inc. Director's Dealing 2026

Jan 16, 2026

32857_dirs_2026-01-16_b873a809-ea60-4fd2-8818-4b5722830e13.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Semler Scientific, Inc. (SMLR)
CIK: 0001554859
Period of Report: 2026-01-16

Reporting Person: MESSINA DANIEL S (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-01-16 Common Stock D 11910 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-01-16 Stock Option (right to buy) $17.78 D 4000 Acquired 2036-01-02 Common Stock (4000) Direct
2026-01-16 Stock Option (right to buy) $36.16 D 3435 Acquired 2035-05-02 Common Stock (3435) Direct
2026-01-16 Stock Option (right to buy) $58.94 D 6875 Acquired 2035-01-06 Common Stock (6875) Direct
2026-01-16 Stock Option (right to buy) $2.79 D 5000 Acquired 2027-05-08 Common Stock (5000) Direct

Footnotes

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.