[8-K] SELECT MEDICAL HOLDINGS CORP Reports Material Event

Rhea-AI Filing Summary

Select Medical Holdings Corporation (SEM) filed an 8-K reporting leadership changes. The filing references Item 5.02 and Item 7.01 and includes an exhibit: a press release dated September 2, 2025 announcing the appointment of Mr. Mullin as Chief Executive Officer and noting other changes involving long-tenured leaders. The 8-K indicates the company furnished written communications under Regulation FD and provided the press release as Exhibit 99.1. The disclosure signals a formal CEO transition and related leadership adjustments, documented through the company’s required SEC communication channels.

Positive

• Appointment of Mr. Mullin as Chief Executive Officer is explicitly disclosed
• Press release provided as Exhibit 99.1, ensuring public disclosure of the leadership change
• Company invoked Regulation FD and relevant 8-K items, indicating compliance with disclosure rules

Negative

• None.

Insights

Financial Analyst

TL;DR: Company reported a CEO appointment and broader leadership changes; this is a material governance event with potential operational implications.

The filing confirms Select Medical named Mr. Mullin as Chief Executive Officer via a press release attached as Exhibit 99.1 and used Regulation FD disclosures. A CEO change is typically material for investors because it can affect strategic direction, capital allocation, and management continuity. The filing references Item 5.02, implying officer/director departure or election activity, but details on specific departures, timing beyond the press release date, and any compensatory arrangements are not provided in the text supplied. Analysts will seek the full press release and any subsequent disclosures for clarity on succession, transition plans, and any severance/change-in-control costs.

Corporate Governance Expert

TL;DR: Formal SEC disclosure of a CEO appointment and related leadership changes is a governance milestone requiring monitoring of transition details.

The 8-K explicitly attaches a September 2, 2025 press release announcing Mr. Mullin as CEO and notes other changes involving long-tenured leaders. The inclusion of Item 5.02 indicates the company is reporting officer/director departures or elections consistent with governance disclosure rules. The filing also cites Regulation FD channels, suggesting management intends contemporaneous public disclosure. The document provided does not include the press release text or specifics about which leaders are affected, succession timelines, or compensation adjustments, so governance assessment is limited until those items are reviewed.

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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): September 1, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer

On September 2, 2025, Select Medical Holdings Corporation (the “Company”) announced the appointment of Thomas P. Mullin, 41, as the Chief Executive Officer of the Company, effective September 1, 2025. Mr. Mullin will no longer serve as Co-President of the Company, and John A. Saich, who most recently held the position of Co-President alongside Mr. Mullin, will serve as the sole President of the Company, effective September 1, 2025.

David S. Chernow, 68, will no longer serve as Chief Executive Officer of the Company, effective September 1, 2025. Mr. Chernow will continue to serve as a director of the Company and assume the role of Vice Chairman of the Board of Directors of the Company (the “Board”), effective September 1, 2025.

Mr. Mullin joined the Company in 2008 and most recently served as Co-President, where he oversaw 140 critical illness recovery and inpatient rehabilitation hospitals and the expansive growth of both divisions nationwide. Over his 17 years with the Company, Mr. Mullin has held executive leadership roles of increasing responsibility including Executive Vice President from 2020-2023, President of Specialty Hospitals from 2018-2020, and Chief Operating Officer of Specialty Hospitals from 2016-2018. Prior to his divisional appointments, Mr. Mullin held a variety of leadership positions in the Critical Illness Recovery Hospital Division, including Senior Vice President of Business and Market Development, and Regional Vice President. Earlier in his career with the Company, Mr. Mullin held operational positions at the hospital level in the division.

Mr. Mullin’s annual base salary since January 1, 2024 has been $618,000 and he has received grants of 100,000 shares of restricted stock per year in each of 2024 and 2025, which were subject to three-year cliff vesting.

There is no arrangement or understanding between Mr. Mullin and any other person pursuant to which Mr. Mullin is to be selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Mullin and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Mullin has not entered into any related party transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 2, 2025, the Company issued a press release, among other things, announcing the appointment of Mr. Mullin as Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 hereto and is 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 September 2, 2025, announcing the appointment of Mr. Mullin as Chief Executive Officer and other changes involving long-tenured leaders.

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: September 2, 2025	By:	/s/ John F. Duggan
		John F. Duggan
		Executive Vice President, General Counsel and Secretary

FAQ

What did Select Medical (SEM) disclose in this 8-K filing?

The 8-K states the company attached a press release dated September 2, 2025 announcing the appointment of Mr. Mullin as Chief Executive Officer and noting other changes involving long-tenured leaders.

When was the CEO appointment for Select Medical announced?

The announcement appears in a press release dated September 2, 2025, referenced in the 8-K filed on September 1, 2025.

Does the filing specify which long-tenured leaders were changed or departed?

The provided text only mentions other changes involving long-tenured leaders; it does not identify individuals or specify departures.

Is there any financial or compensation information included in the filing?

No. The supplied content references Item 5.02 (which can cover compensatory arrangements) but does not include any specific financial or compensation details.

Where can I find the full details of the announcement?

The 8-K references Exhibit 99.1, the press release dated September 2, 2025; the full text should be in that exhibit attached to the filing.