SEC Form 4 · accession 0001472553-26-000004

SELECT MEDICAL HOLDINGS CORP · SEM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 reports securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 2, 2026, by and among the Issuer, Stallion Intermediate Corporation ("Parent"), and Stallion MergerSub Corporation (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on March 3, 2026).
• F2Immediately prior to the effective time of the merger, the Reporting Person contributed 16,334 restricted shares ("Rollover Shares") to Parent in exchange for an equivalent amount of shares of common stock ("Parent Common Shares") and restricted shares, respectively, of Parent, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
• F3At the effective time of the merger, each of the Reporting Person's shares of common stock reported in this row of this Form 4 issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $16.50 per share in cash without interest ("Merger Consideration").
• F4Includes unvested shares of Company common stock subject to forfeiture conditions (the "Company Restricted Shares"). Pursuant the Merger Agreement, each Company Restricted Share (other than Rollover Shares) held by the Reporting Person that was outstanding immediately prior to the effective time vested in full as of immediately prior to the effective time of the merger and was automatically converted into the right to receive the Merger Consideration, less any applicable tax withholdings.