Strive, Inc. (NasdaqGM:ASST) entered into a definitive agreement to acquire Semler Scientific, Inc. (NasdaqCM:SMLR) from BlackRock, Inc. (NYSE:BLK) for approximately $1.4 billion on September 22, 2025. Each common share of Semler Scientific will be exchanged for 21.05 Class A common shares of Strive. Deal represents an approximately 210% premium, equivalent to approximately $90.52 per share. 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.

Strive management and Board of Directors will remain post-closing with Semler Scientific Executive Chairman Eric Semler expected to join the Board of Directors of the combined company.

Closing of the transaction is subject to the satisfaction of customary closing conditions and approval of Semler Scientific's shareholders and anti trust approval. The transaction has been unanimously approved by the boards of directors of Strive and Semler Scientific. The transaction is expected to close in January 2026. As of January 13, 2026, Strive and Semler Scientific announce Shareholder Approval of the transaction. The transaction is expected to close on or about January 16, 2026.

Kara L. Mungovan, Adam Kaminsky, Michael Stromquist, Heather Weigel, Derek Dostal, Evan Rosen and Brian Wolfe of Davis Polk & Wardwell LLP is serving as legal counsel to Strive. Eric Graffeo, Anuj Ghai, Kevin Walsh, Steven Tjoe, Andrew Lacy, Mitzi Chang, James P.C. Barri, John Servidio, Jonathan Shapiro, Natascha S. George, Michael R. Patrone, Daniel S. Karelitz and Marianne C. Sarrazin of Goodwin Procter LLP is serving as legal counsel to Semler Scientific. Cantor Fitzgerald, L.P. is serving as financial advisor to Strive and LionTree Advisors LLC is serving as financial advisor and fairness opinion advisor to Semler Scientific, will receive a fee of $1.5 million for opinion rendered. Innisfree M&A Incorporated acted as proxy solicitor to Semler Scientific and will receive a fee of $0.065 million. Equiniti Trust Company acted as transfer agent to Semler Scientific. Vstock Transfer, LLC acted as transfer agent to Strive Asset Management. The Depository Trust Company acted as a depository bank to Strive Asset Management.

Strive, Inc. (NasdaqGM:ASST) completed the acquisition of Semler Scientific, Inc. (NasdaqCM:SMLR) from BlackRock, Inc. (NYSE:BLK) on January 16, 2026. Eric Semler, former chairman and Executive Chairman of Semler Scientific, has joined as an independent board member of Strive. Joe Burnett, previously director of Bitcoin Strategy for Semler Scientific, has joined Strive as VP of Bitcoin Strategy.