Select Medical (SEM) EVP converts 1.39M shares into parent LP interests in merger

Rhea-AI Filing Summary

SELECT MEDICAL HOLDINGS CORP executive vice president Martin F. Jackson reported restructuring his holdings in connection with a merger. On the reported date, he contributed a total of 1,393,957 shares of Select Medical common stock, including indirect holdings by his son and daughter, to Stallion Intermediate Corporation (Parent) under an Agreement and Plan of Merger.

According to the footnotes, 1,138,754 common shares and 244,667 restricted shares were exchanged for equivalent Parent common and restricted shares, which were then exchanged for interests in Stallion Group Parent, LP. Additional blocks of 2,634 common shares were similarly contributed. The filing notes that Jackson beneficially owns the indirectly held securities but disclaims beneficial ownership except to the extent of his pecuniary interest. These are non-market, merger-related conversions rather than open‑market buying or selling.

Insights

Insider transactions analyst

Merger-driven share conversion; no open-market trading signal.

The transactions show Martin F. Jackson, an executive vice president of Select Medical Holdings, contributing 1,393,957 common shares into the acquiring structure under a merger agreement. Code J and a zero price per share indicate a structural reorganization, not a market trade.

Footnotes explain that issuer shares and restricted shares were exchanged for securities of Parent and then for interests in Stallion Group Parent, LP. Indirect holdings by his children are included, and he disclaims beneficial ownership beyond his pecuniary interest. This is a routine step in taking the issuer under new ownership rather than a directional bet on the stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider JACKSON MARTIN F

Role EXECUTIVE VICE PRESIDENT

Type	Security	Shares	Price	Value
Other	Common Stock	1,383,421	$0.00	--
Other	Common Stock	2,634	$0.00	--
Other	Common Stock	2,634	$0.00	--
Other	Common Stock	2,634	$0.00	--
Other	Common Stock	2,634	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, By son)

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 1,138,754 common shares and 244,667 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. Immediately prior to the effective time of the merger, the Reporting Person contributed 2,634 common shares to Parent in exchange for an equivalent amount of shares of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP. The reporting person beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Key Figures

Total shares restructured: 1,393,957 shares Common shares contributed: 1,138,754 shares Restricted shares contributed: 244,667 shares +3 more

6 metrics

Total shares restructured 1,393,957 shares Common stock contributed and exchanged under merger-related transactions

Common shares contributed 1,138,754 shares Common shares contributed to Parent before merger effective time

Restricted shares contributed 244,667 shares Restricted shares exchanged for equivalent restricted shares of Parent

Per-child indirect block 2,634 shares Common shares held indirectly by son or daughter and contributed

Transaction date June 30, 2026 Date of reported restructuring transactions

Transaction code J Other acquisition or disposition (restructuring under merger)

Key Terms

Agreement and Plan of Merger, restricted shares, Parent Common Shares, pecuniary interest, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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 1,138,754 common shares and 244,667 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"

pecuniary interest regulatory

"disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein"

beneficially owns regulatory

"The reporting person beneficially owns the reported securities indirectly, but disclaims beneficial ownership"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 02:16 PM Accepted by SEC EDGAR 07/01/2026 - 02:16 PM Learn about SEC filing dates

FAQ

What did SEM executive Martin F. Jackson report in this Form 4?

He reported restructuring 1,393,957 shares of Select Medical common stock under a merger agreement. The shares were contributed to an acquiring parent entity and exchanged for new securities, reflecting a non-market conversion rather than normal stock trading.

How many SEM shares were restructured by Martin F. Jackson?

The filing shows 1,393,957 common shares restructured. This total includes 1,138,754 common shares, 244,667 restricted shares, and several 2,634-share blocks that were contributed and exchanged as part of the merger transaction.

Was this SEM Form 4 a buy or sell of shares on the market?

No, it was not an open-market buy or sell. Transaction code J and a zero price per share indicate an “other” type of transaction, specifically contributions and exchanges of shares in connection with a merger restructuring.

How were SEM shares exchanged in the merger described in the Form 4?

Common and restricted shares were contributed to Stallion Intermediate Corporation in exchange for equivalent Parent common and restricted shares. Those Parent shares were then exchanged for equivalent interests in Stallion Group Parent, LP, effectively moving Jackson’s economic interest into the new structure.

What indirect SEM holdings are mentioned for Martin F. Jackson’s family?

The Form 4 lists several 2,634-share positions held indirectly “By son” and “By daughter.” These shares were also contributed and exchanged in the merger-related restructuring, and Jackson disclaims beneficial ownership except for his pecuniary interest.

Does Martin F. Jackson still hold SEM common stock after this Form 4?

The reported entries show zero shares following each transaction. That indicates his Select Medical common stock holdings covered by this filing were converted into securities of the acquiring parent structure as part of the merger.

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^*

JACKSON MARTIN F

(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)

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

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)		1,383,421(2)	D	$0	0	D
Common Stock	06/30/2026		J(1)		2,634(3)	D	$0	0	I	By son(4)
Common Stock	06/30/2026		J(1)		2,634(3)	D	$0	0	I	By daughter(4)
Common Stock	06/30/2026		J(1)		2,634(3)	D	$0	0	I	By son(4)
Common Stock	06/30/2026		J(1)		2,634(3)	D	$0	0	I	By son(4)

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 1,138,754 common shares and 244,667 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.

3. Immediately prior to the effective time of the merger, the Reporting Person contributed 2,634 common shares to Parent in exchange for an equivalent amount of shares of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.

4. The reporting person beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/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)