[Form 3] SELECT MEDICAL HOLDINGS CORP Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

John F. Duggan, Executive Vice President and a director of Select Medical Holdings Corporation (SEM), reported beneficial ownership of 149,575 shares of the issuer's common stock. The filing discloses four grants of restricted stock: three grants of 25,000 shares (granted on November 1 of 2021, 2022 and 2023) and one grant of 50,000 shares (granted April 30, 2024). Each grant includes vesting schedules that generally fully vest on the fourth anniversary of the grant date, with a special one‑third vesting event noted on November 5, 2024, and other customary exceptions.

Positive

• Material beneficial ownership disclosed: 149,575 shares reported, providing transparency on insider holdings
• Multi-year vesting alignment: Restricted stock grants vest over four years, supporting executive retention
• Clear disclosure of grant origins: Grant dates and vesting schedules for each award are explicitly stated

Negative

• Substantial unvested shares: A material portion of reported shares are restricted and subject to future vesting
• No compensation value disclosed: Filing does not state grant fair value or proportion of total compensation

Insights

Corporate Governance Expert

TL;DR: Report shows executive equity alignment via multi‑year restricted stock grants, reinforcing long‑term incentives.

The reported beneficial ownership of 149,575 common shares combined with tiered restricted stock awards indicates typical governance practice to align executive interests with shareholders. The staggered grants and multi‑year vesting to fourth anniversaries reduce short‑term turnover risk and encourage retention. The special one‑third vesting event on November 5, 2024 is unusual but explicitly disclosed; it may represent a performance or tenure milestone though no performance criteria are described in the filing. Overall, the disclosure is straightforward and consistent with routine equity compensation for senior management.

Compensation Analyst

TL;DR: Compensation structure relies on time‑based restricted stock with vesting cliffs across multiple grant years.

The grants consist of three equal 25,000‑share awards and one 50,000‑share award, each subject to vesting over four years with a one‑third vest on a specified November date in 2024. This structure emphasizes time‑based retention rather than immediate liquidity. The filing does not disclose grant fair value, exercise prices, or additional cash compensation, limiting assessment of total pay mix. No derivative securities or options are reported.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Duggan John F.

(Last) (First) (Middle)

C/O SELECT MEDICAL HOLDINGS CORPORATION

4714 GETTYSBURG ROAD

(Street)

MECHANICSBURG PA 17055

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2025

3. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL HOLDINGS CORP [ SEM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	149,575(1)(2)(3)(4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of 25,000 shares of restricted stock which, subject to certain exceptions and a special vesting of 1/3 of the shares on November 5, 2024, will fully vest on November 1, 2025, the fourth anniversary of the grant date. The restricted stock was granted on November 1, 2021.

2. Grant of 25,000 shares of restricted stock which, subject to certain exceptions and a special vesting of 1/3 of the shares on November 5, 2024, will fully vest on November 1, 2026, the fourth anniversary of the grant date. The restricted stock was granted on November 1, 2022.

3. Grant of 25,000 shares of restricted stock which, subject to certain exceptions and a special vesting of 1/3 of the shares on November 5, 2024, will fully vest on November 1, 2027, the fourth anniversary of the grant date. The restricted stock was granted on November 1, 2023.

4. Grant of 50,000 shares of restricted stock which, subject to certain exceptions and a special vesting of 1/3 of the shares on November 5, 2024, will fully vest on April 30, 2028, the fourth anniversary of the grant date. The restricted stock was granted on April 30, 2024.

	/s/ John F. Duggan	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many shares does John F. Duggan beneficially own in SEM?

The filing reports 149,575 shares of Select Medical Holdings Corporation common stock as beneficially owned.

What restricted stock grants are disclosed for John F. Duggan?

The filing discloses three grants of 25,000 shares (granted November 1 of 2021, 2022, 2023) and one grant of 50,000 shares (granted April 30, 2024).

What are the vesting schedules for the restricted stock grants?

Each grant generally fully vests on the fourth anniversary of its grant date, with a special one‑third vesting event noted on November 5, 2024, and customary exceptions.

Are there any derivative securities reported by John F. Duggan?

No. Table II for derivative securities shows no derivative securities reported in the filing.

What role does John F. Duggan hold at Select Medical Holdings?

The filing lists John F. Duggan as an Executive Vice President and a Director of the issuer.