Select Medical Holdings Corporation (SEM) has entered into a definitive merger agreement with Stallion Intermediate Corporation and Stallion MergerSub Corporation, an entity affiliated with a consortium led by Robert A. Ortenzio (Executive Chairman, Co-Founder, and Director of Select Medical), Martin F. Jackson (Senior Executive Vice President of Strategic Finance and Operations), and Welsh, Carson, Anderson & Stowe (WCAS). The consortium will acquire all outstanding shares of Select Medical common stock not already owned by them for $16.50 per share in cash. The transaction represents an enterprise value of $3.9 billion. The Merger Consideration of $16.50 per share represents a premium of approximately 18% over Select Medical's unaffected share price as of November 24, 2025, and a premium of approximately 25% over its 90-day volume-weighted average closing share price for the period ending on that date. Robert A. Ortenzio, Martin F. Jackson, and certain of their affiliates (initial Rollover Participants), who collectively beneficially own approximately 11.8% of the outstanding shares, have agreed to roll over their equity into the parent entity of the surviving corporation instead of receiving cash. A special committee of disinterested and independent directors unanimously determined that the merger terms are advisable, fair to, and in the best interests of the unaffiliated stockholders, and recommended Board approval. The disinterested members of the Board, acting upon the Special Committee's recommendation, unanimously approved the merger agreement. The merger is subject to customary closing conditions, including approval by a majority of the votes cast by unaffiliated stockholders, expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and receipt of certain other required regulatory approvals. The merger is not subject to a financing condition. Upon completion, Select Medical will become a privately held company, and its shares of common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.