Director Thomas Scully exits Select Medical (SEM) as all shares convert to $16.50 cash in merger

Rhea-AI Filing Summary

Select Medical Holdings director Thomas Scully disposed of his remaining shares as part of a cash merger. The Form 4 shows a disposition of 103,424 shares of common stock to the issuer at $16.50 per share, leaving him with zero shares directly held after the transaction.

According to the merger agreement, each share of common stock, including unvested restricted shares that vested immediately before closing, was converted into the right to receive $16.50 in cash, less applicable tax withholdings. This reflects the automatic cash-out of his equity in connection with the completed merger.

Insights

Equity compensation and M&A specialist

Director’s equity is fully cashed out in a standard merger conversion.

The filing shows Thomas Scully disposing of 103,424 shares of Select Medical common stock to the issuer at $16.50 per share in connection with a completed merger. This is structured as a conversion of all outstanding equity into cash, not an open-market sale.

Footnotes explain that both regular and unvested restricted shares vested and were converted into the same cash consideration, subject to tax withholding. Because the transaction is mechanically tied to the merger terms, it is a routine outcome of the deal rather than a discretionary trade by the director.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Scully Thomas

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	103,424	$16.50	$1.71M

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: 103,424 shares Merger consideration: $16.50 per share Post-transaction holdings: 0 shares +2 more

5 metrics

Shares disposed 103,424 shares Common stock converted in merger

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

Post-transaction holdings 0 shares Director’s direct ownership after merger

Transaction type Disposition to issuer Code D, merger-related conversion

Security type Common Stock and restricted shares All vested into cash consideration

Key Terms

Agreement and Plan of Merger, Merger Consideration, Company Restricted Shares, tax withholdings

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")."

tax withholdings financial

"was automatically converted into the right to receive the Merger Consideration, less any applicable tax withholdings."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 02:28 PM Accepted by SEC EDGAR 07/01/2026 - 02:27 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^*

Scully Thomas

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON & STOWE

599 LEXINGTON AVE., SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(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)		103,424(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 did Thomas Scully report in this Select Medical (SEM) Form 4 filing?

Thomas Scully reported disposing of 103,424 shares of Select Medical common stock to the issuer at $16.50 per share. This occurred as part of a completed merger, converting all his equity into cash consideration under the merger agreement’s terms.

Was Thomas Scully’s Select Medical share transaction an open-market sale?

No, the Form 4 describes a disposition to the issuer, not an open-market sale. His shares were automatically converted into the right to receive $16.50 per share in cash as part of the merger, rather than sold on the stock market.

How many Select Medical (SEM) shares does Thomas Scully hold after this merger transaction?

After the transaction, Thomas Scully directly holds zero shares of Select Medical common stock. The Form 4 shows total shares following the disposition as 0. All his reported common and restricted shares were cashed out in the merger.

What price did Select Medical shareholders, including Thomas Scully, receive in the merger?

Each share of Select Medical common stock was converted into the right to receive $16.50 in cash, without interest. This merger consideration applied to both regular common shares and restricted shares, with the latter subject to applicable tax withholding upon vesting.

How were Thomas Scully’s unvested Select Medical restricted shares treated in the merger?

His unvested restricted shares vested in full immediately before the merger’s effective time. They were then automatically converted into the right to receive the same $16.50 per share cash consideration, reduced by any required tax withholdings under the merger agreement.