Ely James S. III 4

What Happened
Ely James S. III, a director of Select Medical Holdings Corp. (SEM), disposed of 161,674 shares on June 30, 2026. Under the merger agreement, each share was converted into $16.50 in cash, for total Merger Consideration of $2,667,621. This was a disposition to the issuer (cash-out in connection with the merger), not an open‑market sale.

Key Details

• Transaction date: 2026-06-30; Price per share: $16.50; Shares: 161,674; Total cash received: $2,667,621.
• Transaction code: D (Disposition to issuer) — conversion to merger consideration.
• Filing date: 2026-07-01 (Form 4 covering period ending 2026-06-30).
• Shares owned after transaction: Not separately reported on this Form 4; the reported shares were converted into cash under the merger.
• Footnotes: Restricted (unvested) shares held by the director vested immediately prior to the merger and were converted into cash (less applicable tax withholdings).

Context
The sale arose from the Agreement and Plan of Merger (entered March 2, 2026): at the effective time each outstanding Select Medical share was converted into $16.50 cash per share. Dispositions to the issuer in a merger are routine cash‑outs and do not carry the same market signal as a voluntary open‑market sale by an insider. The filing appears timely based on the provided dates.