CHERNOW DAVID S 4

What Happened
David S. Chernow, Vice Chairman and Director of Select Medical Holdings Corp (SEM), disposed of company stock as part of the merger with Stallion. On 2026-06-30 he: sold 656,823 common shares at $16.50 per share for total cash of $10,837,580 (merger consideration); surrendered 113,421 shares valued at $16.50 per share (total $1,871,447) to satisfy tax withholding on vested restricted stock; and contributed 100,000 restricted shares to the merger parent in exchange for parent-level interests (no cash). These were transaction-driven dispositions tied to the Merger Agreement rather than open-market selling.

Key Details

• Transaction date(s): 2026-06-30; Form 4 filed 2026-07-01 (reports transactions dated 6/30/2026).
• Price and values: conversion/sale price $16.50 per share. 656,823 shares → $10,837,580; 113,421 shares surrendered → $1,871,447.
• Other movement: 100,000 restricted shares contributed to Parent and converted into partnership interests (no cash proceeds).
• Footnotes: transactions performed under the Agreement and Plan of Merger (filed 3/3/2026). Surrender of shares was for tax withholding on vested restricted stock. Each converted share received $16.50 cash as merger consideration.
• Shares owned after transaction: not specified on this Form 4.
• Filing timeliness: Form 4 filed on 2026-07-01 reporting 2026-06-30 transactions; no late-report flag indicated in the filing.

Context

• These were merger-related dispositions (conversion to cash at $16.50/share) and a routine tax-withholding surrender — not open-market buys or sales indicating active trading sentiment.
• The surrender of shares to cover taxes is a common, administrative transaction tied to vesting and does not on its own signal a directional view by the insider.