Select Medical (SEM) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 26, 2026, to vote on a merger agreement where the company will be acquired by Stallion Intermediate Corporation, a subsidiary of WCAS XIV, L.P., and become a privately held entity.

• The merger consideration is $16.50 per share in cash, representing an 18% premium over the unaffected share price and a 25% premium over the 90-day volume-weighted average price as of November 24, 2025.

• The board formed a Special Committee of independent directors to evaluate the transaction, which unanimously recommended the merger as fair and in the best interests of unaffiliated shareholders.

• The merger is structured as a “going private” transaction, with certain management and board members rolling over their shares into equity of the new parent company.

• The transaction is subject to approval by a majority of all shareholders and a majority of unaffiliated shareholders, excluding shares held by the buyer group and their affiliates.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the potential adjournment of the meeting to solicit additional proxies if needed.

• The board and Special Committee unanimously recommend voting FOR all proposals.

• Shareholders who do not vote or abstain will have their shares counted as votes against the merger proposal.

• Appraisal rights are available to shareholders who do not vote in favor and comply with Delaware law.

Board of directors and corporate governance

• The Special Committee, composed solely of independent and disinterested directors, was empowered to negotiate and approve any transaction, including the merger.

• The Special Committee retained independent legal and financial advisors and led the negotiation process.

• The board’s approval of the merger was contingent on the Special Committee’s recommendation.

• After the merger, the directors of Merger Sub will become the directors of the surviving corporation.