Frist William H. 4

What Happened
William H. Frist, a director of Select Medical Holdings Corp (SEM), had 306,266 shares disposed to the issuer on 2026-06-30 at $16.50 per share, resulting in $5,053,389 in cash proceeds. The disposition was not an open-market sale but occurred under the companies' Merger Agreement, which converted outstanding shares into cash consideration.

Key Details

• Transaction date and price: 2026-06-30 at $16.50 per share. Total cash: $5,053,389. (Transaction code: D — disposition to issuer.)
• Why it occurred: Per the Merger Agreement (filed March 2, 2026), each outstanding share was converted into the right to receive $16.50 in cash at the merger effective time (Footnote F1).
• Unvested shares: Company restricted (unvested) shares held by the reporting person vested immediately prior to the merger and were converted to cash as well, net of applicable tax withholdings (Footnote F2).
• Shares owned after transaction: Not specified in this Form 4 filing.
• Filing timeliness: Form dated 2026-07-01 reporting the 2026-06-30 transaction — no late filing is indicated in the filing.

Context
This transaction reflects merger consideration paid by the issuer (a corporate action) rather than an insider-initiated market sale. Such dispositions tied to a merger convert holdings into cash at the agreed deal price and therefore do not necessarily indicate the insider's view about the stock's future performance.