Merger pays Select Medical (SEM) SVP $16.50 per share for stock

Rhea-AI Filing Summary

Breighner Robert G. JR reported disposition transactions in this Form 4 filing.

Select Medical senior vice president Robert G. Breighner Jr. reported transactions tied to the company’s merger with Stallion Intermediate Corporation and Stallion MergerSub Corporation. At the merger’s effective time, 18,362 shares of Select Medical common stock were converted into the right to receive $16.50 per share in cash, eliminating his direct holdings.

Immediately before the merger became effective, he contributed 16,334 restricted “Rollover Shares” to the parent entity in exchange for equivalent parent common shares and restricted shares, which were then exchanged for interests in Stallion Group Parent, LP. The filing also notes that his remaining company restricted shares vested and were converted into the same cash merger consideration.

Insights

Equity compensation and M&A specialist

Breighner’s Form 4 reflects merger mechanics, not open‑market trading.

The transactions show how Select Medical equity held by senior vice president Robert G. Breighner Jr. was treated in the merger with Stallion Intermediate Corporation. 18,362 common shares were cashed out for $16.50 per share, while 16,334 restricted shares were rolled into the new ownership structure.

Code D indicates a disposition to the issuer for cash merger consideration, and code J reflects an exchange of restricted “Rollover Shares” into parent securities and then LP interests. No derivatives remain, and post‑closing he reports zero Select Medical shares. These are structural, compensation‑related outcomes of the merger rather than discretionary buys or sells.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Breighner Robert G. JR

Role SENIOR VICE PRESIDENT

Type	Security	Shares	Price	Value
Other	Common Stock	16,334	$0.00	--
Disposition	Common Stock	18,362	$16.50	$303K

Holdings After Transaction: Common Stock — 18,362 shares (Direct)

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 16,334 restricted shares ("Rollover 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. 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"). Includes unvested shares of Company common stock subject to forfeiture conditions (the "Company Restricted Shares"). Pursuant the Merger Agreement, each Company Restricted Share (other than Rollover Shares) 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

Common shares cashed out: 18,362 shares at $16.50 Rollover restricted shares: 16,334 shares Merger consideration price: $16.50 per share +2 more

5 metrics

Common shares cashed out 18,362 shares at $16.50 Converted to cash merger consideration at effective time

Rollover restricted shares 16,334 shares Contributed to parent in exchange for parent equity

Merger consideration price $16.50 per share Cash paid for each Select Medical common share

Post-transaction Select Medical holdings 0 shares Total shares following disposition transaction

Restructuring-related shares 16,334 shares Count tagged as restructuring in transaction summary

Key Terms

Agreement and Plan of Merger, Merger Consideration, Rollover Shares, restricted shares, +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.

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.

Rollover Shares financial

"contributed 16,334 restricted shares ("Rollover Shares") to Parent in exchange for an equivalent amount of shares"

restricted shares financial

"restricted shares ("Rollover Shares") to Parent in exchange for an equivalent amount of shares of common stock"

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.

effective time of the merger regulatory

"Immediately prior to the effective time of the merger, the Reporting Person contributed 16,334 restricted shares"

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 - 02:13 PM Accepted by SEC EDGAR 07/01/2026 - 02:13 PM Learn about SEC filing dates

FAQ

What insider transaction did Select Medical (SEM) SVP Robert Breighner report?

He reported merger-related changes to his equity. 18,362 common shares were converted into the right to receive $16.50 per share in cash, and 16,334 restricted shares were exchanged into securities of the parent and then LP interests.

What is the $16.50 per share merger consideration for Select Medical (SEM)?

The merger consideration is $16.50 in cash for each Select Medical common share. Breighner’s shares outstanding at the effective time were converted into this cash right, including vested restricted shares, subject to applicable tax withholding under the merger terms.

How many Select Medical (SEM) shares were rolled over by the SVP in the merger?

Immediately before the merger’s effective time, Breighner contributed 16,334 restricted “Rollover Shares” to the parent entity. In return, he received equivalent parent common and restricted shares, which were then exchanged for interests in Stallion Group Parent, LP.

Does Robert Breighner still own Select Medical (SEM) common stock after the merger?

According to the Form 4, he reports zero shares of Select Medical common stock directly owned after the transactions. His economic exposure shifts to interests in the parent structure and LP, while his former issuer shares were cashed out at $16.50 per share.

What do the D and J transaction codes mean in this Select Medical (SEM) Form 4?

Code D records a disposition to the issuer where 18,362 shares were cashed out at $16.50 in the merger. Code J records an “other” transaction, the contribution of 16,334 restricted shares to the parent in exchange for new equity interests.

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^*

Breighner Robert G. JR

(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)
	SENIOR 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)		16,334(2)	D	$0	18,362	D
Common Stock	06/30/2026		D(1)		18,362(3)(4)	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. 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 16,334 restricted shares ("Rollover 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. 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. Includes unvested shares of Company common stock subject to forfeiture conditions (the "Company Restricted Shares"). Pursuant the Merger Agreement, each Company Restricted Share (other than Rollover Shares) 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)