Director’s 36K Select Medical (SEM) shares converted to $16.50 cash

Rhea-AI Filing Summary

SELECT MEDICAL HOLDINGS CORP director Marilyn B. Tavenner disposed of 36,035 shares of common stock in connection with a cash merger. Each share, including previously unvested restricted shares that vested immediately before closing, was converted into the right to receive $16.50 in cash. Following this merger-related conversion, she holds no shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider TAVENNER MARILYN B

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	36,035	$16.50	$595K

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

Footnotes (1)

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"). 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: 36,035 shares Merger Consideration per share: $16.50 per share Shares held after transaction: 0 shares +1 more

4 metrics

Shares disposed 36,035 shares Common stock converted in merger-related disposition

Merger Consideration per share $16.50 per share Cash received for each common share at merger

Shares held after transaction 0 shares Direct holdings following merger-related disposition

Transaction date June 30, 2026 Effective transaction date reported on Form 4

Key Terms

Agreement and Plan of Merger, Merger Consideration, Company Restricted Shares, effective time of the merger

4 terms

Agreement and Plan of Merger regulatory

"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")."

effective time of the merger regulatory

"immediately prior to the effective time of the merger and was automatically converted..."

The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 02:25 PM Accepted by SEC EDGAR 07/01/2026 - 02:24 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^*

TAVENNER MARILYN B

(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)		36,035(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)

FAQ

What insider transaction did SEM director Marilyn B. Tavenner report?

Marilyn B. Tavenner reported a merger-related disposition of 36,035 shares of SELECT MEDICAL HOLDINGS CORP common stock. Her shares were converted into a right to receive cash consideration, rather than being sold in an open-market transaction.

At what price were Marilyn B. Tavenner’s SEM shares cashed out?

Each of Marilyn B. Tavenner’s SELECT MEDICAL HOLDINGS CORP shares was converted into a right to receive $16.50 in cash. This cash amount, called the Merger Consideration, was paid without interest under the terms of the merger agreement.

How many SEM shares did Marilyn B. Tavenner hold after the merger?

After the merger closed, Marilyn B. Tavenner held zero shares of SELECT MEDICAL HOLDINGS CORP common stock. All of her previously outstanding shares, including certain restricted shares, were converted into the right to receive cash consideration at $16.50 per share.

Did the SEM merger affect Marilyn B. Tavenner’s restricted shares?

Yes. Unvested Company Restricted Shares held by Marilyn B. Tavenner vested in full immediately before the merger’s effective time. Those vested restricted shares were then automatically converted into the right to receive the same $16.50 per-share Merger Consideration, less applicable tax withholdings.

Was Marilyn B. Tavenner’s SEM share disposition an open-market sale?

No. The disposition was to the issuer in connection with a merger under an Agreement and Plan of Merger. Her shares were converted into cash Merger Consideration, rather than being sold through open-market trading or regular brokerage transactions.

What agreement governed Marilyn B. Tavenner’s SEM share conversion?

The share conversion was governed by an Agreement and Plan of Merger among SELECT MEDICAL HOLDINGS CORP and two merger entities. This merger agreement specified that each outstanding share would be converted into the right to receive $16.50 in cash at the effective time.