Semler Scientific (SMLR) Proxy Filing summary

Executive summary

• Strive, Inc. and Semler Scientific, Inc. entered into a definitive merger agreement on September 22, 2025, amended December 3, 2025, for Strive to acquire Semler Scientific via an all-stock transaction, with Semler Scientific shareholders receiving 21.05 shares of Strive Class A Common Stock per Semler Scientific share, plus cash in lieu of fractional shares.

• Upon completion, Semler Scientific shareholders will own approximately 27% of the combined company, and Strive shareholders will own about 73%, based on fully diluted shares as of November 19, 2025.

• The merger is subject to approval by Semler Scientific shareholders at a special meeting scheduled for January 13, 2026, and satisfaction of customary closing conditions, including regulatory clearances and effectiveness of the registration statement.

• The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Voting matters and shareholder proposals

• Semler Scientific shareholders will vote on three proposals: (1) approval of the merger agreement, (2) advisory approval of compensation for named executive officers related to the merger, and (3) adjournment of the special meeting if necessary to solicit additional votes.

• The board of Semler Scientific unanimously recommends voting FOR all proposals.

• Strive shareholders are not required to vote, as holders of a majority of Strive’s voting power have already delivered written consent approving the merger and related share issuance.

Board of directors and corporate governance

• The combined company’s board will include all current Strive directors and one director from Semler Scientific, Eric Semler, subject to Nasdaq independence criteria.

• Strive’s board size cap will be removed as of December 31, 2025, allowing flexibility in board composition.

• Strive will remain a “controlled company” under Nasdaq rules, with certain stockholders holding more than 50% of voting power, allowing exemptions from some corporate governance requirements.