Select Medical (NYSE: SEM) CFO shifts 238,057 shares into Stallion merger structure

Rhea-AI Filing Summary

Select Medical Holdings Corp’s chief financial officer, Michael F. Malatesta, reported an internal restructuring of 238,057 shares of common stock under a previously signed merger agreement. These securities were contributed to Stallion Intermediate Corporation and converted into equivalent interests in Stallion Group Parent, LP, rather than sold on the open market.

Immediately before the merger’s effective time, Malatesta contributed 79,723 common shares and 158,334 restricted shares to the merger parent entity in exchange for equivalent parent common and restricted shares, which were then exchanged for partnership interests. Following this transaction, his directly held Select Medical common stock position in the issuer was reduced to zero as part of the merger structure.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Malatesta Michael F

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Other	Common Stock	238,057	$0.00	--

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

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 79,723 common shares and 158,334 restricted 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.

Key Figures

Restructured shares: 238,057 shares Common shares contributed: 79,723 shares Restricted shares contributed: 158,334 shares +1 more

4 metrics

Restructured shares 238,057 shares Common stock disposed under merger agreement

Common shares contributed 79,723 shares Common shares contributed to Parent before merger

Restricted shares contributed 158,334 shares Restricted shares contributed to Parent before merger

Direct holdings after transaction 0 shares Total Select Medical common stock directly held after restructuring

Key Terms

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

4 terms

Agreement and Plan of Merger regulatory

"This Form 4 reports securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 2, 2026"

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

"contributed 79,723 common shares and 158,334 restricted shares to Parent in exchange for an equivalent amount"

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") and restricted shares, respectively, of Parent"

interests in Stallion Group Parent, LP financial

"which 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 - 02:19 PM Accepted by SEC EDGAR 07/01/2026 - 02:18 PM Learn about SEC filing dates

FAQ

What insider transaction did SEM’s CFO report on this Form 4?

SEM’s chief financial officer reported an internal restructuring of 238,057 common shares tied to a merger. The shares were contributed to a merger parent entity and converted into partnership interests, rather than sold in the open market.

Did SEM CFO Michael Malatesta sell 238,057 shares on the market?

No. The 238,057 shares were disposed of under a merger agreement and exchanged for equivalent interests in another entity. This represents a restructuring of holdings during the merger, not an open-market sale of Select Medical shares.

How were SEM shares converted in the Stallion merger structure?

Immediately before the merger, the CFO contributed 79,723 common shares and 158,334 restricted shares to Stallion Intermediate Corporation. These became equivalent parent common and restricted shares, then were exchanged for interests in Stallion Group Parent, LP.

What is the CFO’s Select Medical common stock holding after the transaction?

After the reported restructuring, the CFO’s directly held Select Medical common stock position in the issuer is shown as 0 shares. His economic interest continues through converted securities and partnership interests created under the merger agreement.

What agreement governs the SEM insider share restructuring?

The restructuring is governed by an Agreement and Plan of Merger among Select Medical, Stallion Intermediate Corporation, and Stallion MergerSub Corporation. The Form 4 notes these securities were disposed of under this merger agreement entered on March 2, 2026.

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^*

Malatesta Michael F

(Last) (First) (Middle)

4714 GETTYSBURG RD

P.O. BOX 2034

(Street)

MECHANICSBURG PENNSYLVANIA 17055

(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)

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

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)		238,057(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 79,723 common shares and 158,334 restricted 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.

	/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)