Select Medical 8-K details Executive Chairman non-binding buyout interest

Rhea-AI Filing Summary

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.

Positive

• Executive Chairman-led take-private interest disclosed: A non-binding indication of interest for a potential take-private transaction from Executive Chairman and co-founder Robert A. Ortenzio and related parties signals exploration of a possible change-of-control transaction.

Negative

• None.

Insights

Corporate actions and M&A analyst

SEM discloses a leadership-led, non-binding take-private indication of interest.

Select Medical Holdings Corporation reports that Executive Chairman and Co-Founder Robert A. Ortenzio, together with related parties, has submitted a non-binding indication of interest for a potential take-private transaction, as described in a press release dated November 24, 2025. This represents an early-stage expression of interest rather than a definitive agreement, but it signals that a key insider group is formally exploring a transaction to acquire the publicly held shares.

The disclosure is made through a Form 8-K Regulation FD item, with the full details contained in Exhibit 99.1 and a related Schedule 13D filed by the interested group. Because the indication is non-binding, actual outcomes will depend on future negotiations, any Board evaluation process and potential terms that may be proposed or revised over time.

The company notes that the information is furnished, not filed, which affects how it is treated under securities law but does not change the fact that a potential change-of-control transaction is being explored. Subsequent public communications and additional SEC filings would provide more clarity if the interested group and the Board move beyond this initial indication of interest.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

What did Select Medical Holdings Corporation (SEM) announce in this 8-K?

Select Medical Holdings Corporation disclosed that on November 24, 2025 it issued a press release about a non-binding indication of interest submitted to its Board by Executive Chairman and Co-Founder Robert A. Ortenzio and related parties regarding a potential take-private transaction.

Who submitted the non-binding indication of interest mentioned by SEM?

The indication of interest was submitted by Robert A. Ortenzio, the company’s Executive Chairman, Co-Founder and Director, together with the Estate of Rocco A. Ortenzio and Mr. Jackson, as described in the press release and a related Schedule 13D.

Is the Select Medical (SEM) take-private proposal binding?

No. The company states that it relates to a non-binding indication of interest, meaning it is an initial expression of interest rather than a definitive agreement to proceed with a transaction.

Where can investors find more details on SEM’s take-private indication of interest?

More detail is provided in the press release furnished as Exhibit 99.1 to this Form 8-K and in the Schedule 13D filed by Robert A. Ortenzio, the Estate of Rocco A. Ortenzio and Mr. Jackson as a group on November 24, 2025.

How is the press release about SEM’s indication of interest treated under the Exchange Act?

The company specifies that the information in the Regulation FD disclosure item and Exhibit 99.1 is furnished and is not deemed "filed" for purposes of Section 18 of the Exchange Act, nor automatically incorporated by reference into other Securities Act or Exchange Act filings.

What exhibits are included with this Select Medical (SEM) 8-K filing?

The filing includes Exhibit 99.1, a press release dated November 24, 2025 acknowledging the Executive Chairman’s take-private proposal, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.