Director Frist exits Select Medical in $16.50 merger

Select Medical Holdings director William H. Frist disposed of 306,266 shares of common stock in connection with the company’s merger.

Accepted by SEC EDGAR 07/01/2026 - 02:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Select Medical Holdings director William H. Frist disposed of 306,266 shares of common stock in connection with the company’s merger. Each share was converted into the right to receive $16.50 in cash, and his direct common stock holdings fell to zero shares.

The transaction also covered unvested restricted shares, which fully vested immediately before the merger and were converted into the same cash consideration, subject to tax withholding.

Insider Trade Summary

Disposition: 306,266 shares

Disposition 1 txn

Insider Frist William H.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	306,266	$16.50	$5.05M

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

Footnotes (2)

1. F1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 2, 2026, by and among the Issuer, Stallion Intermediate Corporation, 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). At the effective time of the merger, each of the Reporting Person's shares of common stock 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").
2. F2. Includes unvested shares of Company common stock subject to forfeiture conditions (the "Company Restricted Shares"). Pursuant the Merger Agreement, each Company Restricted Share 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.

Key Figures

Shares disposed: 306,266 shares Merger cash per share: $16.50 per share Post-transaction holdings: 0 shares

3 metrics

Shares disposed 306,266 shares Common stock returned to issuer in merger

Merger cash per share $16.50 per share Cash consideration for each common share

Post-transaction holdings 0 shares Common stock directly held after disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, Company Restricted Shares, Disposition to issuer

4 terms

Agreement and Plan of Merger financial

"Pursuant to 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.

Merger Consideration financial

"was converted into the right to receive $16.50 per share in cash without interest ("Merger Consideration")."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Company Restricted Shares financial

"Includes unvested shares of Company common stock subject to forfeiture conditions (the "Company Restricted Shares")."

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did William H. Frist report at Select Medical (SEM)?

William H. Frist reported disposing of 306,266 shares of Select Medical common stock. The shares were surrendered to the issuer in a merger and converted into a fixed cash amount per share, eliminating his direct common stock position.

What price per share did William H. Frist receive in the Select Medical (SEM) merger?

Each of William H. Frist’s shares was converted into the right to receive $16.50 in cash. This fixed cash amount applied to all his common shares, including those that became fully vested restricted shares immediately before the merger.

Did William H. Frist retain any Select Medical (SEM) shares after this Form 4 transaction?

No, William H. Frist reported holding zero shares of Select Medical common stock after the transaction. All reported common shares were converted into cash consideration in connection with the merger, closing out his direct equity position.

How were William H. Frist’s restricted shares in Select Medical (SEM) treated in the merger?

His unvested restricted shares fully vested immediately before the merger’s effective time. Each newly vested restricted share was then automatically converted into the same $16.50 cash consideration per share, reduced by any required tax withholdings.

Was William H. Frist’s Select Medical (SEM) Form 4 an open-market sale?

No, the Form 4 describes a disposition to the issuer in a merger, not an open-market trade. His shares were converted into a contractual cash payment per share under the merger agreement, rather than sold on an exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Frist William H.

(Last) (First) (Middle)

C/O SELECT MEDICAL HOLDINGS CORPORATION

4714 GETTYSBURG ROAD

(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)

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		D(1)		306,266(2)	D	$16.5	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. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 2, 2026, by and among the Issuer, Stallion Intermediate Corporation, 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). At the effective time of the merger, each of the Reporting Person's shares of common stock 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").

2. Includes unvested shares of Company common stock subject to forfeiture conditions (the "Company Restricted Shares"). Pursuant the Merger Agreement, each Company Restricted Share 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.

	/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)