Merger shifts 610K Select Medical (SEM) shares into Stallion parent LP

Rhea-AI Filing Summary

Select Medical Holdings director Russell L. Carson reported an internal restructuring of 610,035 shares of Common Stock in connection with a merger involving Stallion Intermediate Corporation and Stallion MergerSub Corporation. The shares, including 14,035 restricted shares that vested immediately before the merger, were contributed to the new parent entity. In return, Carson received an equivalent number of parent common shares, which were then exchanged for interests in Stallion Group Parent, LP. Following these transactions, the filing shows he held 0 shares of Select Medical Common Stock directly, indicating a shift from direct company ownership to ownership through the post-merger parent structure rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CARSON RUSSELL L

Role null

Type	Security	Shares	Price	Value
Other	Common Stock	610,035	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. This 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). Immediately prior to the effective time of the merger, the Reporting Person contributed 610,035 common shares (including 14,035 restricted shares which vested immediately prior to the effective time of the merger) to Parent in exchange for an equivalent amount of shares of common stock ("Parent Common Shares") of Parent, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.

Key Figures

Shares restructured: 610,035 shares Restricted shares included: 14,035 shares Price per share: $0.0000 per share +1 more

4 metrics

Shares restructured 610,035 shares Common Stock contributed to parent at merger

Restricted shares included 14,035 shares Restricted shares that vested before merger effective time

Price per share $0.0000 per share Reported transaction price in restructuring entry

Direct holdings after transaction 0 shares Total Select Medical Common Stock following transaction

Key Terms

Agreement and Plan of Merger, restricted shares, Parent Common Shares, Stallion Group Parent, LP

4 terms

Agreement and Plan of Merger regulatory

"securities disposed of under the Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

restricted shares financial

"including 14,035 restricted shares which vested immediately prior"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Parent Common Shares financial

"in exchange for an equivalent amount of shares of common stock ("Parent Common Shares")"

Stallion Group Parent, LP financial

"Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 02:15 PM Accepted by SEC EDGAR 07/01/2026 - 02:14 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CARSON RUSSELL L

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON & STOWE

599 LEXINGTON AVE., SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL HOLDINGS CORP [ SEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		J(1)		610,035(2)	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This 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).

2. Immediately prior to the effective time of the merger, the Reporting Person contributed 610,035 common shares (including 14,035 restricted shares which vested immediately prior to the effective time of the merger) to Parent in exchange for an equivalent amount of shares of common stock ("Parent Common Shares") of Parent, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.

	/s/ John F. Duggan, Attorney-in-Fact	07/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Select Medical (SEM) director Russell L. Carson report?

Director Russell L. Carson reported an internal restructuring of 610,035 Select Medical common shares. These shares were contributed to the new parent company as part of a merger, rather than being bought or sold on the open market.

How many Select Medical (SEM) shares did Russell L. Carson restructure in the merger?

Carson restructured 610,035 common shares of Select Medical, according to the Form 4. This total included 14,035 restricted shares that vested immediately before the merger’s effective time, then moved into the new parent entity structure.

Did Russell L. Carson sell Select Medical (SEM) shares on the open market?

The filing does not show an open-market sale. Instead, Carson contributed 610,035 shares to the merger parent for parent common shares, which were then exchanged for interests in Stallion Group Parent, LP as part of the merger.

What happened to Russell L. Carson’s direct ownership of Select Medical (SEM) after the merger?

After the restructuring, Carson’s direct holdings of Select Medical Common Stock are reported as 0 shares. His economic interest was shifted into parent-level securities and then into interests in Stallion Group Parent, LP under the merger terms.

How were restricted Select Medical (SEM) shares treated in Carson’s Form 4 transaction?

The Form 4 notes that 14,035 restricted shares vested immediately before the merger’s effective time. These vested shares were included in the 610,035 total that Carson contributed to the parent entity in exchange for parent common shares.