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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 24, 2025

 

 

 

SELECT MEDICAL HOLDINGS CORPORATION

 

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-34465   20-1764048
(State or other jurisdiction of
Incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)

 

 

 

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices)  (Zip Code)

 

(717) 972-1100

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share SEM New York Stock Exchange (NYSE)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 


 

Item 7.01 Regulation FD Disclosure.

 

On November 24, 2025, Select Medical Holdings Corporation (the “Company”) issued a press release (the “Press Release”) regarding the non-binding indication of interest submitted to the Board of Directors of the Company by Robert A. Ortenzio, the Company’s Executive Chairman, Co-Founder and Director, as publicly disclosed in a Schedule 13D filed with the Securities and Exchange Commission by Mr. Ortenzio, the Estate of Rocco A. Ortenzio, and Mr. Jackson, as a group, on November 24, 2025. A copy of the Press Release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

 

The information in this Item 7.01 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

     (d) Exhibits.

 

Exhibit Number Description
   
99.1 Press Release, dated November 24, 2025, acknowledging Executive Chairman’s Take-Private Proposal.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SELECT MEDICAL HOLDINGS CORPORATION
     
     
Date: November 25, 2025 By: /s/ John F. Duggan
    John F. Duggan
  Executive Vice President, General Counsel and Secretary

 

 

 

EX-99.1 2 tm2532134d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road

Mechanicsburg, PA 17055

 

NYSE Symbol: SEM

 

Select Medical Holdings Corporation Acknowledges Executive Chairman’s Take-Private Proposal

 

MECHANICSBURG, PENNSYLVANIA — November 24, 2025 — Select Medical Holdings Corporation (“Select Medical,” “we,” “us,” or “our”) (NYSE: SEM) has received a non-binding indication of interest from Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, to acquire all of the outstanding shares of Select Medical for cash consideration of $16.00 to $16.20 per share of our common stock (the “Proposal”). Mr. Ortenzio publicly announced the Proposal on November 24, 2025 in a Schedule 13D filing with the U.S. Securities and Exchange Commission.

 

The disinterested members of the Board of Directors of Select Medical are carefully reviewing and evaluating the Proposal in consultation with their advisors and are committed to acting in the best interests of Select Medical and its stockholders.

 

There can be no assurance that the foregoing will result in any particular outcome, and Select Medical does not intend to comment further on these matters until Select Medical determines that additional disclosure is appropriate or required by law.

 

About Select Medical

 

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. As of September 30, 2025, Select Medical operated 105 critical illness recovery hospitals in 29 states, 36 rehabilitation hospitals in 14 states, and 1,922 outpatient rehabilitation clinics in 39 states and the District of Columbia. At September 30, 2025, Select Medical had operations in 40 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

 

 


 

Cautionary Statement Regarding Forward-Looking Statements

 

This release contains forward-looking statements. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to Holdings’ plans, goals, intentions, strategies, financial outlook, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Select Medical’s control. Forward-looking statements are not guarantees of future performance and you should not place undue reliance on Select Medical’s forward-looking statements. Forward-looking statements involve a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements. Additional information concerning these and other factors can be found in Select Medical’s filings with the U.S. Securities and Exchange Commission, including Select Medical’s most recent annual report on Form 10-K, most recent quarterly report on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. Select Medical does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Media inquiries:
 
Shelly Eckenroth
seckenroth@selectmedical.com        
717-920-4035
 
Investor inquiries:
 
Joel T. Veit
ir@selectmedical.com  
717-972-1100
 
SOURCE: Select Medical Holdings Corporation

 

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