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Select Medical (NYSE: SEM) vice chair exits common stock in merger

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Select Medical Holdings Corp vice chairman David S. Chernow reported merger-related changes in his common stock holdings. A block of 656,823 shares of common stock was converted into the right to receive $16.50 per share in cash as merger consideration.

Immediately before the merger, Chernow contributed 100,000 restricted shares to Stallion Intermediate Corporation in exchange for equivalent restricted shares of Parent, which were then exchanged for interests in Stallion Group Parent, LP. Separately, 113,421 shares were surrendered to satisfy tax withholding obligations tied to restricted stock vesting. Following these transactions, the filing shows no remaining direct holdings of the issuer’s common stock.

Positive

  • None.

Negative

  • None.
Insider CHERNOW DAVID S
Role VICE CHAIRMAN
Type Security Shares Price Value
Other Common Stock 100,000 $0.00 --
Disposition Common Stock 656,823 $16.50 $10.84M
Tax Withholding Common Stock 113,421 $16.50 $1.87M
Holdings After Transaction: Common Stock — 777,244 shares (Direct, null)
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 100,000 restricted shares to Parent in exchange for an equivalent amount of restricted shares of Parent, which restricted shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP. At the effective time of the merger, each of the Reporting Person's 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 ("Merger Consideration"). Surrender of shares to satisfy tax withholding obligation incident to vesting of restricted stock.
Shares converted for cash 656,823 shares at $16.50 Common stock converted to cash merger consideration
Tax-withholding shares 113,421 shares Surrendered to satisfy tax withholding on restricted stock vesting
Restricted shares contributed 100,000 shares Contributed to Parent and exchanged for LP interests
Price per share $16.50 per share Cash merger consideration for converted common stock
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.
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.
restricted shares financial
"the Reporting Person contributed 100,000 restricted shares to Parent in exchange for an equivalent amount of restricted shares of Parent"
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.
tax withholding obligation financial
"Surrender of shares to satisfy tax withholding obligation incident to vesting of restricted stock"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
CHERNOW DAVID S
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
VICE 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026J(1)100,000(2)D$0777,244D
Common Stock06/30/2026D(1)656,823(3)D$16.5113,421D
Common Stock06/30/2026F(4)113,421D$16.50D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 100,000 restricted shares to Parent in exchange for an equivalent amount of restricted shares of Parent, which restricted shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
3. At the effective time of the merger, each of the Reporting Person's 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 ("Merger Consideration").
4. Surrender of shares to satisfy tax withholding obligation incident to vesting of restricted stock.
/s/ John F. Duggan, Attorney-in-Fact07/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR