Strive, Inc.

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2025

STRIVE, INC.

(Exact name of Company as specified in its charter)

(855) 427-7360

(Company’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company☒

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Agreement and Plan of Merger

Overview

On September 22, 2025, Strive, Inc., or Strive, entered into an Agreement and Plan of Merger, or the Merger Agreement, with Semler Scientific, Inc., or Semler Sci. Upon the terms and subject to the conditions of the Merger Agreement, a to be formed subsidiary of Strive, who will join as a party to the Merger Agreement via a joinder after its formation, or Merger Sub, will merge with and into Semler Sci, or the Merger, with Semler Sci surviving as a wholly owned subsidiary of Strive, or the Surviving Corporation. The parties also intend, and Strive has agreed to take such actions as are necessary to cause, immediately following the effective time of the Merger, or the Effective Time, and as part of an integrated transaction with the Merger, the Surviving Corporation to merge with and into a Delaware limited liability company which is a direct, wholly owned subsidiary of Strive, or Second Merger Sub, with Second Merger Sub surviving as a direct, wholly owned subsidiary of Strive, or the Second Merger. For U.S. federal income tax purposes, each of the parties to the Merger Agreement intends that the Merger and Second Merger, taken together, will constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. Entry into the Merger Agreement was unanimously approved by the Board of Directors of each of Strive and Semler Sci.

Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.001 per share, of Semler Sci, or Company Common Stock, issued and outstanding immediately before the Effective Time (other than treasury shares held by Semler Sci and certain shares held by Strive) will be converted into the right to receive 21.05 shares, or the Exchange Ratio, of Class A common stock, par value $0.001 per share, of Strive, or Strive Class A Common Stock, and such consideration, the Common Merger Consideration.

Treatment of Semler Sci Equity Awards

At the Effective Time, each outstanding option to purchase shares of Company Common Stock, or Company Option, whether vested or unvested, will be converted into an option to purchase a number of shares of Strive Class A Common Stock based on the Exchange Ratio, or a Converted Option, on same terms and conditions as applied to such Company Option prior to the Effective Time, including with respect to vesting and exercisability, except that (i) if the holder is a non-employee director whose service continues through the date of the closing of the Merger, or (ii) if the holder’s employment or service is terminated without cause at or during the six months immediately following the Effective Time, the vesting of the unvested portion of the Converted Option will immediately accelerate as of the Effective Time or the date of such termination of employment, as applicable.

Closing Conditions

The obligation of the parties to consummate the Merger is subject to customary conditions, including, among others, (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock, (ii) the approval and adoption of the issuance of shares of Strive Class A Common Stock in connection with the Merger, as contemplated by the Merger Agreement, by holders of a majority of the outstanding voting power of the outstanding shares of Strive Class A Common Stock and Strive Class B Common Stock, (iii) the absence of any applicable law, regulation, injunction, judgment, order or decree preventing or making illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement (or in the case of Strive’s obligation to close, imposing a Burdensome Condition (as defined below)), (iv) the absence of pending litigation or similar legal action by any governmental authority (in any jurisdiction in which Strive, Semler Sci or any of their respective subsidiaries conducts material operations) seeking to prohibit or restrain the Merger (or in the case of Strive’s obligation to close, seeking to impose a Burdensome Condition); (v) the early termination or expiration of any applicable waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act (or in the case of Strive’s obligations to close, without the imposition of a Burdensome Condition); (vi) compliance by Strive and Semler Sci in all material respects with their respective obligations under the Merger Agreement and (vii) subject in most cases to exceptions that do not rise to the level of a “Parent Material Adverse Effect” or a “Company Material Adverse Effect” (each as defined in the Merger Agreement), as applicable, the accuracy of representations and warranties made by Semler Sci and Strive, respectively. The obligation of Semler Sci and Strive to consummate the Merger is also subject to there not having occurred an event that has had or would reasonably be expected to have, individually or in the aggregate, a “Parent Material Adverse Effect” or “Company Material Adverse Effect”, respectively.

Representations and Warranties; Covenants

The Merger Agreement contains customary representations and warranties from both Semler Sci and Strive with respect to each party and its businesses. The Merger Agreement also contains customary covenants, including covenants by Semler Sci to, subject to certain exceptions, conduct its business in the ordinary course, and not take certain actions, during the interim period between the execution of the Merger Agreement and the consummation of the Merger.

Under the Merger Agreement, each of Semler Sci and Strive has agreed to use its reasonable best efforts to take all actions and to do all things reasonably necessary, proper or advisable to consummate the Merger, including in connection with obtaining all consents under the HSR Act required to be obtained from any governmental authority to consummate the Merger. Strive has also agreed to use reasonable best efforts to resolve, avoid or eliminate impediments or objections, if any, that may be asserted by any governmental authority with respect to the Merger, so as to enable the Merger to occur prior to the End Date (as defined below), but in no event is Strive required to (and without Strive’s prior written consent, Semler Sci and its subsidiaries may not) divest assets or businesses, enter into consent decrees or take certain other actions (any of the actions described in this sentence, a Burdensome Condition).

The Merger Agreement provides that Strive will take all necessary action permitted by applicable law and the rules of any applicable stock exchange to cause one of Semler Sci’s directors (Eric Semler) to be appointed to the Board of Directors of Strive as of the Effective Time, provided that Mr. Semler is able to meet Nasdaq’s independence criteria.

Stockholder Meetings; Non-Solicitation; Intervening Events

The Merger Agreement requires Semler Sci to convene a stockholder meeting for purposes of obtaining the necessary Semler Sci stockholder approval, or the Semler Sci Stockholder Meeting. In addition, subject to certain exceptions, Semler Sci has agreed (i) not to solicit alternative transactions or enter into discussions concerning, or provide information in connection with, any alternative transaction and (ii) that its Board of Directors will recommend that Semler Sci’s stockholders approve and adopt the Merger Agreement, as applicable.

Prior to the adoption of the Merger Agreement by Semler Sci’s stockholders, the Board of Directors of Semler Sci may, in connection with (i) the receipt of a “Company Superior Proposal” (as defined in the Merger Agreement), or (ii) a “Company Intervening Event” (as defined in the Merger Agreement), respectively, change its recommendation to Semler Sci’s stockholders to approve and adopt the Merger Agreement, subject to complying with notice requirements and other specified conditions (including giving Strive the opportunity to propose changes to the Merger Agreement in response to such Company Superior Proposal or Company Intervening Event, as applicable), if the failure to make such change in recommendation would reasonably be expected to be inconsistent with its fiduciary duties. In such case, Semler Sci will remain obligated to hold the Semler Sci Stockholder Meeting unless the Merger Agreement is terminated.

Termination; Termination Fees

The Merger Agreement may be terminated by Semler Sci and Strive by mutual agreement. Furthermore, either party may terminate the Merger Agreement if (i) the Merger has not been consummated on or before March 22, 2026, or the End Date, (ii) an applicable law, regulation, injunction, judgment, order or decree permanently prohibits the consummation of the Merger and, in the case of an injunction, judgment, order or decree, has become final and non-appealable (provided that the foregoing right to terminate the Merger Agreement will not be available to any party which has not complied with its obligations under the Merger Agreement in respect of any such applicable law, regulation, injunction, judgment, order or decree) or (iii) the required vote of Semler Sci’s stockholders is not obtained at the Semler Sci Stockholder Meeting (including any adjournment or postponement thereof).

Strive may terminate the Merger Agreement if (i) the Board of Directors of Semler Sci changes its recommendation to Semler Sci’s stockholders to approve and adopt the Merger Agreement prior to the Semler Sci Stockholder Meeting, (ii) Semler Sci is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to Strive from Semler Sci of such breach or (iii) Semler Sci has willfully breached its obligations to hold the Semler Sci Stockholder Meeting or to refrain from soliciting alternate transaction proposals.

Semler Sci may terminate the Merger Agreement if (i) Strive or Merger Sub is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to Semler Sci by Strive of such breach or (ii) Strive does not deliver the duly executed approval by September 24, 2025.

The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including termination by Strive as a result of (i) a change of recommendation by Semler Sci’s Board of Directors that Semler Sci’s stockholders approve and adopt the Merger Agreement or (ii) Semler Sci’s willful breach its obligations to hold the Semler Sci Stockholder Meeting or to refrain from soliciting alternate transaction proposals, Strive will receive a termination fee from Semler Sci equal to $49 million in cash or Bitcoin at Strive’s election, on the terms and conditions further set forth in the Merger Agreement.

In the event that the Merger Agreement is terminated for certain reasons, including termination by Semler Sci or Strive if the Merger has not been consummated on or prior to the End Date (without the Semler Sci stockholder approval having been obtained), by Semler Sci or Strive due to the failure to obtain the required vote of Semler Sci’s stockholders at the Semler Sci Stockholder Meeting (including any adjournment or postponement thereof) or by Strive if Semler Sci is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to Strive from Semler Sci of such breach (without the Semler Sci stockholder approval having been obtained or, if such termination is after the Semler Sci stockholder approval has been obtained, as a result of a willful breach by Semler Sci) and (i) at or prior to the time of termination of the Merger Agreement, a Semler Sci acquisition proposal has been publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to the management or board of directors of Semler Sci (in each case, and not publicly withdrawn), or any person shall have publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to make a Semler Sci acquisition proposal; and (ii) on or prior to the first anniversary of such termination of the Merger Agreement: (1) a transaction relating to a Semler Sci acquisition proposal is consummated; or (2) a definitive agreement relating to any Semler Sci acquisition proposal is entered into by Semler Sci, Strive will receive a termination fee from Semler Sci equal to $49 million in cash or Bitcoin at Strive's election, on the terms and conditions further set forth in the Merger Agreement.

Important Statement Regarding the Merger Agreement

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

A copy of the Merger Agreement has been included to provide Semler Sci stockholders, Strive stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about Semler Sci or Strive. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by Semler Sci stockholders, Strive stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Semler Sci stockholders, Strive stockholders or other security holders. Semler Sci stockholders, Strive stockholders and other security holders are not third-party beneficiaries under the Merger Agreement (except, following the Effective Time, with respect to Semler Sci stockholders’ right to receive the merger consideration provided for in the Merger Agreement and the right of holders of Semler Sci equity awards to receive the consideration provided for such equity awards pursuant to the Merger Agreement) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Semler Sci, Strive or Merger Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Semler Sci’s or Strive’s public disclosures. Semler Sci acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. The Merger Agreement should not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the Merger, Strive, Semler Sci, their respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of Semler Sci and a prospectus of Strive, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that each of Strive and Semler Sci make with the Securities and Exchange Commission, or the SEC.