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

Rhea-AI Filing Summary

Clearside Biomedical, Inc. (CLSD) has issued a Definitive Proxy Statement (DEF 14A) for a Special Meeting on 29 Aug 2025. The Board is asking holders of the 78.5 m outstanding shares (record date: 28 Jul 2025) to approve a single corporate action:

• Proposal 1 – Reverse Stock Split & Authorized Share Reduction: authorises the Board, at its discretion within 12 months, to combine shares in any ratio from 1-for-5 to 1-for-15 and simultaneously cut authorised common shares proportionately from the current 400 m down to 80 m–26.7 m, preserving par value ($0.001).

Rationale: CLSD has been out of compliance with Nasdaq’s $1.00 minimum bid price since 7 Feb 2025 and expects delisting notice after 6 Aug 2025. Management believes a higher share price following the reverse split is the most practical path to regain compliance and maintain Nasdaq Global Market listing, thereby protecting liquidity and financing options.

Voting mechanics: Proposal passes with a simple majority of votes cast; because it is deemed “routine” by NYSE rules, brokers may vote uninstructed street-name shares. No broker non-votes are expected. Quorum is >50% of outstanding shares (≥39.26 m). No dissenters’ rights apply.

Effects: Share counts, option pools and ATM capacity will shrink proportionally; fractional shares will be cashed out at the 5-day average market price. Ownership percentages and rights remain unchanged. The Board may abandon or defer the split if price compliance is regained independently.

Positive

• Maintains Nasdaq listing: Reverse split is the quickest route to regain the $1.00 bid price, protecting liquidity and institutional visibility.
• Flexible ratio range (1-5 to 1-15) allows the Board to tailor the split to market conditions, increasing chance of compliance.
• Authorized share cut alleviates concerns over excessive unissued shares post-split, limiting potential future dilution.

Negative

• Liquidity risk: Fewer outstanding shares may widen spreads and reduce trading volume.
• No guarantee of sustained price: Historical data show many reverse-split stocks drift back below compliance levels without operational improvements.
• Odd-lot costs: Holders ending with <100 shares may face higher brokerage fees and selling difficulties.

Insights

Equity Research Analyst

TL;DR: Board seeks flexible 1-for-5–15 reverse split to avert Nasdaq delisting; modestly positive if it restores bid price, neutral otherwise.

The filing is defensive rather than transformative. A reverse split is a common cure for sub-$1 stocks; it neither improves fundamentals nor raises capital but preserves market access. Flexibility across 11 ratios lets the Board match prevailing prices and minimise post-split volatility. Because authorisation covers only 12 months and may be abandoned, dilution risk is limited to micro-rounding of fractional shares. The move could attract institutions barred from penny stocks and keep CLSD eligible for index inclusion, yet liquidity may fall as the float contracts and odd-lots rise. Success hinges on sustaining a >$1.00 price; history shows reverse splits often fade if unaccompanied by operating catalysts. Overall impact viewed as guardedly positive but not value-creating.

Corporate Governance Specialist

TL;DR: Proposal follows best-practice—single agenda item, proportional auth-share cut, routine vote; governance risks appear low.

The Board’s design addresses shareholder dilution concerns by pairing the split with an authorised share reduction, avoiding an inflated share reserve that could facilitate future issuances without approval. Voting thresholds are standard and broker discretion ensures likely passage. Cash-out for fractional shares is at a transparent 5-day VWAP, limiting dispute risk. Anti-takeover effects are acknowledged but minimal given reduced authorised pool. No insider entrenchment signals emerge; executives collectively own only 6.7 % pre-split. From a governance lens, the measure is procedurally sound and shareholder-friendly.

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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): July 30, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 30, 2025, the Board of Directors (the “Board”) of Select Medical Holdings Corporation (the “Company”) approved and adopted amendments to the Company’s bylaws, amending and restating them in their entirety (the “Amended and Restated Bylaws”).

The Amended and Restated Bylaws enhance and clarify certain procedural and disclosure requirements related to stockholder nominations of directors and submissions of proposals regarding other business at annual or special meetings of stockholders in light of the universal proxy rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 under the Securities Exchange Act of 1934. Specifically, the Amended and Restated Bylaws provide, among other things, that the stockholder must (i) include in its advance notice of nomination, a representation that the stockholder intends to deliver a proxy statement and form of proxy to holders of the Company’s voting shares representing at least 67% of the voting power of the shares entitled to vote generally in the election of directors and all other information required under Rule 14a-19, and (ii) provide evidence that the stockholder has solicited proxies from holders of at least 67% of the voting power of the Company’s outstanding capital stock entitled to vote in the election of directors. In addition, the Amended and Restated Bylaws make certain other clarifying and procedural changes to the Company’s advanced notice bylaws.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Bylaws of Select Medical Holdings Corporation.

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: August 4, 2025	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin
		Senior Executive Vice President, General Counsel and Secretary

FAQ

Why does CLSD want a reverse stock split?

To raise its share price above Nasdaq’s $1.00 minimum bid rule and avoid delisting, which could impair liquidity and financing.

What split ratios are being proposed for Clearside Biomedical (CLSD)?

The Board may select any ratio from 1-for-5 up to 1-for-15, executing one split within 12 months or not at all.

Will the number of authorised CLSD shares change?

Yes. Authorised common shares will drop proportionally from 400 m to between 80 m and 26.7 m, matching the chosen split ratio.

How will fractional shares be handled after the reverse split?

Fractional entitlements will be cashed out at the 5-day average closing price preceding the effective date; no fractional shares will be issued.

What vote is required for Proposal 1 to pass at the August 29, 2025 meeting?

A simple majority of votes cast is sufficient; brokers may vote uninstructed street-name shares because the item is deemed routine.

When is the record date for voting on the CLSD special meeting?

Shareholders of record as of 28 July 2025 are entitled to vote the 78,510,318 outstanding shares.