Select Medical (NYSE: SEM) chairman rolls over large stake, cashes out 279,000 shares

Rhea-AI Filing Summary

ORTENZIO ROBERT A reported disposition transactions in this Form 4 filing.

Select Medical Holdings Corp insider transactions show restructuring around a merger closing. Executive Chairman Robert A. Ortenzio and related trusts moved large holdings of common stock into the new ownership structure and partially cashed out shares.

Immediately before the merger, Ortenzio contributed 6,674,010 common shares and 407,778 restricted shares to Stallion Intermediate Corporation (Parent) in exchange for equivalent Parent common and restricted shares, which were then exchanged for interests in Stallion Group Parent, LP. The Robert A. Ortenzio Descendants Trust similarly rolled over 1,000,000 common shares into Parent and then into Stallion Group Parent, LP, while 279,000 shares held by that trust were converted at the merger into the right to receive $16.50 per share in cash. Three separate 2014 trusts for Madeline, Kevin, and Bryan Ortenzio each contributed 280,415 common shares to Parent, also receiving equivalent Parent shares and then interests in Stallion Group Parent, LP. The filing notes that Ortenzio beneficially owns these securities indirectly and disclaims beneficial ownership beyond his pecuniary interest.

Insights

Equity structure and M&A specialist

Filing shows merger-related rollover of insider equity plus partial cash-out.

The transactions center on Select Medical’s merger with Stallion Intermediate Corporation. Robert A. Ortenzio and related family trusts contributed millions of Select Medical shares to Parent and then into Stallion Group Parent, LP, receiving equivalent equity interests rather than selling in the open market.

One block of 279,000 shares held by the Robert A. Ortenzio Descendants Trust was converted at the merger into the right to receive $16.50 per share in cash, while 1,000,000 “Rollover Shares” from that trust and additional shares from three 2014 trusts were exchanged into the new holding structure. The filing characterizes most entries with code J as “other” restructuring transactions, not open-market trades.

The report also states that Ortenzio’s interest is indirect and that he disclaims beneficial ownership beyond his pecuniary interest. Overall, this is a merger-driven reorganization of insider holdings with a defined cash component, and its full impact depends on the post-merger capital structure and future disclosures.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider ORTENZIO ROBERT A

Role EXECUTIVE CHAIRMAN

Type	Security	Shares	Price	Value
Other	Common Stock	7,081,788	$0.00	--
Other	Common Stock	1,000,000	$0.00	--
Disposition	Common Stock	279,000	$16.50	$4.60M
Other	Common Stock	280,415	$0.00	--
Other	Common Stock	280,415	$0.00	--
Other	Common Stock	280,415	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 279,000 shares (Indirect, By the Robert A. Ortenzio Descendants Trust)

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 6,674,010 common shares and 407,778 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 Robert A. Ortenzio Descendants Trust contributed 1,000,000 common shares ("Rollover Shares") to Parent in exchange for an equivalent amount 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. At the effective time of the merger, each of the 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. Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, 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 Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, 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 Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.

Key Figures

Shares disposed for cash: 279,000 shares at $16.50 Rollover Shares (Descendants Trust): 1,000,000 shares Ortenzio common shares contributed: 6,674,010 shares +3 more

6 metrics

Shares disposed for cash 279,000 shares at $16.50 Converted into cash right at merger effective time

Rollover Shares (Descendants Trust) 1,000,000 shares Contributed to Parent then exchanged into Stallion Group Parent, LP

Ortenzio common shares contributed 6,674,010 shares Exchanged for Parent Common Shares then LP interests pre-merger

Ortenzio restricted shares contributed 407,778 shares Restricted shares rolled into Parent then Stallion Group Parent, LP

Trust contributions (each 2014 trust) 280,415 shares Each of three 2014 trusts contributed this amount to Parent

Restructuring shares total 8,923,033 shares Shares involved in restructuring-type transactions (code J) per summary

Key Terms

Agreement and Plan of Merger, Parent Common Shares, Stallion Group Parent, LP, Rollover Shares, +1 more

5 terms

Agreement and Plan of Merger regulatory

"This Form 4 reports 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.

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"

Rollover Shares financial

"contributed 1,000,000 common shares ("Rollover Shares") to Parent in exchange"

disclaims beneficial ownership regulatory

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

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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 - 02:15 PM Learn about SEC filing dates

FAQ

What insider transactions did SEM’s Robert A. Ortenzio report in this Form 4?

The Form 4 shows Robert A. Ortenzio and related trusts restructuring large Select Medical shareholdings around a merger. They rolled millions of shares into Stallion Group Parent, LP and converted a 279,000‑share block into a $16.50-per-share cash right at closing.

How many Select Medical shares were cashed out at $16.50 in this SEM filing?

The filing reports that 279,000 shares of Select Medical common stock held by the Robert A. Ortenzio Descendants Trust were converted at the merger into the right to receive $16.50 per share in cash, reflecting a merger consideration payment rather than an open-market sale.

What are SEM’s “Rollover Shares” contributed by the Ortenzio Descendants Trust?

The Robert A. Ortenzio Descendants Trust contributed 1,000,000 common shares described as “Rollover Shares” to Stallion Intermediate Corporation. In return, it received equivalent Parent common shares, which were then exchanged for interests in Stallion Group Parent, LP as part of the merger.

How were Robert A. Ortenzio’s personal SEM holdings treated in the merger?

Immediately before the merger, Robert A. Ortenzio contributed 6,674,010 common shares and 407,778 restricted shares of Select Medical to Parent. These became equivalent Parent shares, then were exchanged for interests in Stallion Group Parent, LP, indicating an equity rollover structure.

What role did the 2014 family trusts play in the SEM insider restructuring?

Three 2014 trusts for Madeline, Kevin, and Bryan Ortenzio each contributed 280,415 common shares to Parent. Those Select Medical shares were exchanged for equivalent Parent shares and then converted into interests in Stallion Group Parent, LP, aligning family holdings with the new ownership vehicle.

Does Robert A. Ortenzio claim full beneficial ownership of the SEM securities reported?

No. The filing states that Robert A. Ortenzio beneficially owns the reported securities indirectly and disclaims beneficial ownership except to the extent of his pecuniary interest. Many shares are held through family trusts that participated in the merger-related exchange transactions.

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^*

ORTENZIO ROBERT A

(Last) (First) (Middle)

C/O SELECT MEDICAL HOLDINGS CORPORATION

4714 GETTYSBURG RD

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

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)		7,081,788(2)	D	$0	0	D
Common Stock	06/30/2026		J(1)		1,000,000(3)	D	$0	279,000	I	By the Robert A. Ortenzio Descendants Trust(4)
Common Stock	06/30/2026		D(1)		279,000(5)	D	$16.5	0	I	By the Robert A. Ortenzio Descendants Trust(4)
Common Stock	06/30/2026		J(1)		280,415(6)	D	$0	0	I	By the Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio(4)
Common Stock	06/30/2026		J(1)		280,415(7)	D	$0	0	I	By the Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio(4)
Common Stock	06/30/2026		J(1)		280,415(8)	D	$0	0	I	By the Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio(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 6,674,010 common shares and 407,778 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 Robert A. Ortenzio Descendants Trust contributed 1,000,000 common shares ("Rollover Shares") to Parent in exchange for an equivalent amount 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.

5. At the effective time of the merger, each of the 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.

6. Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.

7. Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.

8. Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, 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)