Select Medical SEC Filings

Select Medical Holdings Corporation reported that its subsidiary, Select Medical Corporation, has entered into a new employment agreement with its Chief Executive Officer, Thomas P. Mullin, effective January 1, 2026. Under this agreement, Mr. Mullin will continue as CEO for an initial one-year term, with automatic one-year renewals unless either party ends the arrangement under the contract terms.

Mr. Mullin will receive a base salary of $700,000 per year. If Select terminates his employment for reasons other than cause, death, or disability, he is entitled to a severance payment equal to twelve months of base salary, paid over the year following termination, subject to an existing change of control letter. The agreement also includes non-competition and non-solicitation restrictions during employment and for two years after it ends. The company states there are no disclosable family relationships or related-party transactions involving Mr. Mullin.

Select Medical Holdings Corporation reported that it issued a press release on November 24, 2025 addressing a non-binding indication of interest submitted to its Board of Directors by Executive Chairman, Co-Founder and Director Robert A. Ortenzio. The indication of interest relates to a potential take-private transaction and was also publicly disclosed in a Schedule 13D filed by Mr. Ortenzio, the Estate of Rocco A. Ortenzio and Mr. Jackson as a group on the same date.

The company furnished the press release as Exhibit 99.1 to this Form 8-K under a Regulation FD disclosure item, noting that this information is being provided for informational purposes and is not deemed filed for liability purposes under the Exchange Act.

Select Medical Holdings (SEM) insiders have filed a Schedule 13D detailing a non-binding cash proposal to acquire all outstanding common shares they do not already own at $16.00 to $16.20 per share. The proposal, led by co-founder and Executive Chairman Robert A. Ortenzio, is subject to customary due diligence, Board approval, definitive documentation and regulatory clearances, and may be terminated at any time.

Based on 123,817,591 shares outstanding as of September 30, 2025, Mr. Ortenzio may be deemed to beneficially own 14,019,735 shares, or 11.3% of the company. Senior Executive Vice President Martin F. Jackson beneficially owns 1,383,421 shares, or 1.1%, and the Estate of co-founder Rocco A. Ortenzio beneficially owns 4,085,550 shares, or 3.3%. Much of this ownership is held through various family trusts and foundations, aligning the reporting persons as a significant shareholder group in any potential transaction.

Select Medical Holdings (SEM): Executive Vice President John F. Duggan reported a Form 4 transaction on 11/01/2025. He surrendered 4,865 shares of common stock at $13.83 under code F to satisfy tax withholding related to the vesting of restricted stock.

Following this administrative withholding, he directly owns 194,710 shares. This filing reflects a tax-related share withholding rather than an open-market sale.

Select Medical Holdings (SEM)11/01/2025, the CFO executed a Code F transaction, surrendering 7,357 shares of common stock at $13.83 per share to cover tax withholding tied to the vesting of restricted stock.

Following this tax-related withholding, the CFO beneficially owns 238,057 shares on a direct basis. This filing reflects administrative share withholding rather than an open‑market sale.

Select Medical Holdings (SEM) reported an insider equity award. An Executive Vice President acquired 50,000 shares of common stock on 10/28/2025 at $0 per share, recorded as a grant of restricted stock. Following the transaction, the officer beneficially owns 199,575 shares, held directly.

The restricted stock, subject to certain exceptions, will vest in full on 10/28/2029, the fourth anniversary of the grant date.

Select Medical Holdings (SEM) reported an insider equity transaction. A director received 1,266 shares of common stock on 10/28/2025 at a price of $14.22 per share. Following the grant, the reporting person beneficially owned 304,063 shares, held directly.

The filing states this was a restricted stock grant under the 2020 Equity Incentive Plan, issued in lieu of a quarterly cash retainer of $18,000. This reflects routine director compensation in stock rather than cash.

Select Medical Holdings (SEM) reported an insider equity award. The company’s Chief Accounting Officer received a grant of 20,000 shares of restricted stock on 10/28/2025 at $0 per share. According to the terms, the award will vest in full on October 28, 2029. Following the grant, the reporting person beneficially owns 54,254 shares, held directly.

Select Medical Holdings Corporation furnished a press release announcing financial results for the third quarter ended September 30, 2025. The materials were provided under Item 2.02 and are treated as furnished, not filed, under the Exchange Act.

The Board also declared a cash dividend of $0.0625 per share, payable on or about November 25, 2025 to stockholders of record as of the close of business on November 12, 2025. The press release with financial schedules was included as Exhibit 99.1.