Founder group offers $16 cash per share for Select Medical (SEM) stock

Rhea-AI Filing Summary

Select Medical Holdings Corp. received a refined non-binding proposal to go private at $16.00 per share in cash from a group led by co-founder and Executive Chairman Robert A. Ortenzio. The proposal would acquire all outstanding shares not already owned by the reporting persons and remains subject to negotiation, Special Committee approval, regulatory clearances and other conditions.

Based on 124,017,191 shares outstanding as of February 1, 2026, Mr. Ortenzio may be deemed to beneficially own 14,019,735 shares (11.3%), Martin F. Jackson 1,383,421 shares (1.1%), and the Estate of Rocco A. Ortenzio 4,085,550 shares (3.3%). The amendment also clarifies how these holdings are split among trusts, foundations and family entities and confirms no transactions occurred in the past 60 days.

Positive

• A founder-led group submitted a refined non-binding proposal to acquire all outstanding Select Medical shares at $16.00 per share in cash, which, if executed, would represent a potentially transformative go-private transaction.

Negative

• None.

Insights

M&A and corporate governance analyst

Non-binding $16 cash go-private proposal could be transformative but is highly conditional.

The filing details a refined, non-binding offer from Robert A. Ortenzio and affiliated holders to buy all outstanding Select Medical shares they do not already own for $16.00 per share in cash. This would effectively take the company private if a definitive agreement is reached and completed.

The reporting group already holds meaningful stakes: Ortenzio at 11.3%, the Estate of Rocco A. Ortenzio at 3.3%, and Martin F. Jackson at 1.1%, all calculated on 124,017,191 shares outstanding as of February 1, 2026. Much of this ownership runs through trusts, foundations and estate vehicles, which the filing itemizes carefully.

The proposal is explicitly non-binding, may be terminated at any time, and depends on approval by a Special Committee of the Board and satisfaction of regulatory and contractual conditions. The exhibit 99.3 proposal letter dated February 22, 2026 is incorporated by reference, and any actual transaction would hinge on negotiations and future agreements rather than this filing alone.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SELECT MEDICAL HOLDINGS CORP

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

81619Q105

(CUSIP Number)

Robert A. Ortenzio
4714 Gettysburg Road, P.O. Box 2034,
Mechanicsburg, PA, 17055
(717) 972-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 81619Q105

1

Name of reporting person

ORTENZIO ROBERT A

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,081,788.00
8	Shared Voting Power 6,937,947.00
9	Sole Dispositive Power 7,081,788.00
10	Shared Dispositive Power 6,937,947.00

11

Aggregate amount beneficially owned by each reporting person

14,019,735.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1. Items 8, 10, 11 and 13 include 7,081,788 shares over which the Reporting Person has the sole power to vote and dispose of as well as the following shares that the Reporting Person may be deemed to beneficially own, as the Reporting Person may be deemed to have current shared power to vote or direct the vote of and to dispose of or direct the disposition therefor: (a) 200,000 shares held by the Robert and Angela Ortenzio Family Foundation, of which the Reporting Person is a co-trustee, (b) 532,152 shares held by the Rocco and Nancy Ortenzio Family Foundation, of which the Reporting Person is a co-trustee, (c) 1,279,000 shares owned by the Robert A. Ortenzio Descendants Trust, for which the Reporting Person serves as a member of the board of directors of Select Asset Management & Trust LLC (the "Select Trustee"), a co-trustee, (d) 280,415 shares held by the Robert A. Ortenzio April 2014 Trust for Kevin M. Ortenzio, for which the Reporting Person serves as a member of the board of directors of the Select Trustee, a co-trustee, (e) 280,415 shares held by the Robert A. Ortenzio April 2014 Trust for Bryan A. Ortenzio for which Mr. Robert A. Ortenzio, for which the Reporting Person serves as a member of the board of directors of the Select Trustee, a co-trustee, (f) 280,415 shares held by the Robert A. Ortenzio April 2014 Trust for Madeline G. Ortenzio, for which the Reporting Person serves as a member of the board of directors of the Select Trustee, a co-trustee, (g) 4,028,767 shares held by the Rocco A. Ortenzio Revocable Trust, of which the Reporting Person is a co-trustee, (h) 16,182 shares beneficially owned by the Estate of Rocco A. Ortenzio through Select AP Investors, L.P., for which the Reporting Person may be deemed to exercise control in his capacity as a trustee of such Estate, (i) 30,601 shares beneficially owned by the Estate of Rocco A. Ortenzio through Select Investments III, L.P., for which the Reporting Person may be deemed to exercise control in his capacity as a trustee of such Estate, and (j) 10,000 shares held by the spouse of the deceased Rocco A. Ortenzio, over which the Reporting Person shares a power of attorney. 2. The percentage in Item 13 is based on 124,017,191 Common Stock shares outstanding of Select Medical Holdings Corporation as of February 1, 2026.

SCHEDULE 13D

CUSIP No. 81619Q105

1

Name of reporting person

JACKSON MARTIN F

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,383,421.00
8	Shared Voting Power 2,634.00
9	Sole Dispositive Power 1,383,421.00
10	Shared Dispositive Power 2,634.00

11

Aggregate amount beneficially owned by each reporting person

1,383,421.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1. Items 8 and 10 contain 2,634 shares beneficially owned by the Reporting Person's child over whom the Reporting Person is a court-appointed guardian. The Reporting Person disclaims beneficial ownership in all such shares. 2. The percentage in Item 13 is based on 124,017,191 Common Stock shares outstanding of Select Medical Holdings Corporation as of February 1, 2026.

SCHEDULE 13D

CUSIP No. 81619Q105

1

Name of reporting person

ESTATE OF ROCCO A. ORTENZIO

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,085,550.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,085,550.00

11

Aggregate amount beneficially owned by each reporting person

4,085,550.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. Items 8, 10, 11 and 13 include the following shares that the Reporting Person may be deemed to beneficially own, as the Reporting Person may be deemed to have current shared power to vote or direct the vote of and to dispose of or direct the disposition therefor: (a) 4,028,767 shares held by the Rocco A. Ortenzio Revocable Trust, (b) 16,182 shares held by Select AP Investors, L.P., (c) 30,601 shares held through Select Investments III, L.P., and (d) 10,000 shares held by the spouse of the deceased Rocco A. Ortenzio. 2. The percentage in Item 13 is based on 124,017,191 Common Stock shares outstanding of Select Medical Holdings Corporation as of February 1, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001
(b)	Name of Issuer: SELECT MEDICAL HOLDINGS CORP
(c)	Address of Issuer's Principal Executive Offices: 4714 Gettysburg Road, P.O. Box 2034, Mechanicsburg, PENNSYLVANIA , 17055.
Item 1 Comment: This Schedule 13D constitutes Amendment No. 1 to the Schedule 13D filed as of November 24, 2025 (the "Original Schedule 13D"), which relates to the Common Stock shares, par value $0.001 (the "Shares"), issued by Select Medical Holdings Corp (the "Issuer"). The Issuer's principal executive office is located at 4714 Gettysburg Road, Mechanicsburg, Pennsylvania 17055.
Item 2.	Identity and Background
(a)	The reporting persons (each, a "Reporting Person" and, collectively, the "Reporting Persons") are: Robert A. Ortenzio, c/o Select Medical Holdings Corporation, 4714 Gettysburg Road, P.O. Box 2034, Mechanicsburg, Pennsylvania 17055 Martin F. Jackson. c/o Select Medical Holdings Corporation, 4714 Gettysburg Road, P.O. Box 2034, Mechanicsburg, Pennsylvania 17055 Estate of Rocco A. Ortenzio, c/o Select Medical Holdings Corporation, 4714 Gettysburg Road, P.O. Box 2034, Mechanicsburg, Pennsylvania 17022
(b)	See (a) above.
(c)	Robert A. Ortenzio co-founded the Issuer and his present principal occupation or employment is serving as Executive Chairman of the Board of Directors (the "Board") of the Issuer. Martin F. Jackson's present principal occupation or employment is serving as Senior Executive Vice President of Strategic Finance and Operations of the Issuer. Rocco A. Ortenzio co-founded the Issuer and was Vice Chairman and Co-Founder of the Issuer. Rocco A. Ortenzio passed away on October 26, 2024.
(d)	During the past five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	See (d) above.
(f)	Citizenship: Robert A. Ortenzio - United States Martin F. Jackson - United States Estate of Rocco A. Ortenzio - United States
Item 3.	Source and Amount of Funds or Other Consideration
	The Shares held by Mr. Ortenzio were issued to him as compensation for his roles as officer and director of the Issuer, as well as Shares owned prior to the initial public offering of the Shares of the Issuer as co-founder of the Issuer. The Shares held by Mr. Jackson were issued to him as compensation for his role as an officer and employee of the Issuer. The Shares held by the Estate of Rocco A. Ortenzio were Shares issued to Rocco A. Ortenzio as compensation for his roles as officer and director of the Issuer, as well as Shares owned prior to the initial public offering of the Shares of the Issuer as co-founder of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: On February 22, 2026, Mr. Ortenzio delivered a refined non-binding proposal (the "Refined Proposal Letter") to the Special Committee of the Board to offer to acquire all outstanding Shares of the Issuer not already owned by the Reporting Persons at a price of $16.00 per share, payable in cash (the "Refined Proposal"). The foregoing description of the Refined Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Refined Proposal Letter, which is filed as Exhibit 99.3 hereto and is incorporated by reference into this Item 4. There can be no assurance that any discussions that may occur between the Reporting Persons and the Issuer with respect to the Refined Proposal will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Discussions concerning a transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction will be subject to a number of contingencies that are beyond the control of the Reporting Persons, including the approval of the Special Committee, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement, including receipt of all necessary regulatory approvals.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of Shares beneficially owned by each Reporting Person (on the basis of a total of 124, 017,191 Shares outstanding of the Issuer as of February 1, 2026) is as follows:
(b)	Robert A. Ortenzio (a) The following amount of shares may be deemed beneficially owned by Mr. Ortenzio: 14,019,735; Percentage: 11.3%. (b) Mr. Ortenzio may be deemed to have (i) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 7,081,788 Shares and (ii) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,937,947 Shares (including (a) 200,000 Shares held by the Robert and Angela Ortenzio Family Foundation, of which the Mr. Ortenzio is a co-trustee, (b) 532,152 Shares held by the Rocco and Nancy Ortenzio Family Foundation, of which the Mr. Ortenzio is a co-trustee, (c) 1,279,000 Shares owned by the Robert A. Ortenzio Descendants Trust, for which the Mr. Ortenzio serves as a member of the board of directors of Select Asset Management & Trust LLC (the "Select Trustee"), a co-trustee, (d) 280,415 Shares held by the Robert A. Ortenzio April 2014 Trust for Kevin M. Ortenzio, for which the Mr. Ortenzio serves as a member of the board of directors of the Select Trustee, a co-trustee, (e) 280,415 Shares held by the Robert A. Ortenzio April 2014 Trust for Bryan A. Ortenzio for which Mr. Robert A. Ortenzio, for which the Mr. Ortenzio serves as a member of the board of directors of the Select Trustee, a co-trustee, (f) 280,415 Shares held by the Robert A. Ortenzio April 2014 Trust for Madeline G. Ortenzio, for which the Mr. Ortenzio serves as a member of the board of directors of the Select Trustee, a co-trustee, (g) 4,028,767 Shares held by the Rocco A. Ortenzio Revocable Trust, of which the Mr. Ortenzio is a co-trustee, (h) 16,182 Shares beneficially owned by the Estate of Rocco A. Ortenzio through Select AP Investors, L.P., for which the Reporting Person may be deemed to exercise control in his capacity as a trustee of such Estate, (i) 30,601 Shares beneficially owned by the Estate of Rocco A. Ortenzio through Select Investments III, L.P., for which the Reporting Person may be deemed to exercise control in his capacity as a trustee of such Estate, and (j) 10,000 Shares held by the spouse of the deceased Rocco A. Ortenzio, over which the Mr. Ortenzio Shares a power of attorney). Martin F. Jackson (a) Amount of shares beneficially owned: 1,383,421; Percentage: 1.1%. (b) Mr. Jackson may be deemed to have (i) the sole power to vote or to direct the vote of and to dispose or direct the disposition of 1,383,421 Shares and (ii) the shared power to vote or to direct the vote of and to dispose or direct the disposition of 2,634 Shares held by Mr. Jackson's child, over whom he is a court-appointed guardian. Mr. Jackson disclaims the beneficial ownership of all Shares not directly owned by him. The Estate of Rocco A. Ortenzio (a) Amount of shares beneficially owned: 4,085,550; Percentage: 3.3%. (b) The Estate of Rocco A. Ortenzio may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,937,947 Shares (including (a) 4,028,767 Shares held by the Rocco A. Ortenzio Revocable Trust, (b) 16,182 shares held by Select AP Investors, L.P., (c) 30,601 Shares held through Select Investments III, L.P., and (d) 10,000 Shares held by the spouse of the deceased Rocco A. Ortenzio).
(c)	No transactions in Issuer Stock were affected by, or with respect to, the Reporting Persons listed in Item 2 within the past 60 days.
(d)	The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Shares reported by such persons on the cover pages of the Schedule 13D and in this Item 5. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, shares beneficially owned by the Reporting Persons or, to the Reporting Persons' knowledge, the Listed Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3, 4, and 5 (a)-(b) is hereby incorporated by reference in this Item 6. The descriptions of the any contracts, arrangements, understandings, or relationships in Items 3, 4, and 5(a)-(b) in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents and descriptions and are hereby incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: The following document is filed as an exhibit: --------------- Exhibit 99.3 - Refined Proposal Letter, date February 22, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ORTENZIO ROBERT A

Signature:	/s/ Robert A. Ortenzio
Name/Title:	Robert A. Ortenzio
Date:	02/23/2026

JACKSON MARTIN F

Signature:	/s/ Martin F. Jackson
Name/Title:	Martin F. Jackson
Date:	02/23/2026

ESTATE OF ROCCO A. ORTENZIO

Signature:	/s/ Robert A. Ortenzio
Name/Title:	Robert A. Ortenzio, Authorized Signatory
Date:	02/23/2026

FAQ

What transaction is proposed in the Schedule 13D/A for SEM?

The filing describes a refined non-binding proposal to acquire all outstanding Select Medical (SEM) shares not already owned by the reporting persons for $16.00 per share in cash. This potential go-private deal would proceed only if a definitive agreement is later reached and completed.

Who is leading the $16.00 per share proposal for Select Medical (SEM)?

The proposal is led by co-founder and Executive Chairman Robert A. Ortenzio, together with Martin F. Jackson and the Estate of Rocco A. Ortenzio. These reporting persons already hold significant stakes in Select Medical and are coordinating the refined non-binding offer.

How many Select Medical (SEM) shares does Robert A. Ortenzio beneficially own?

Robert A. Ortenzio may be deemed to beneficially own 14,019,735 shares of Select Medical, representing 11.3% of the company’s common stock. This figure is calculated using 124,017,191 shares outstanding as of February 1, 2026, and includes various trust and foundation holdings.

What stake does the Estate of Rocco A. Ortenzio hold in Select Medical (SEM)?

The Estate of Rocco A. Ortenzio may be deemed to beneficially own 4,085,550 shares of Select Medical, or 3.3% of the outstanding common stock. These shares are held through a revocable trust, partnership interests, and shares held by the late founder’s spouse.

Is the $16.00 per share offer for Select Medical (SEM) binding or guaranteed?

The proposal is expressly described as non-binding and subject to many contingencies. Any transaction would require approval by a Special Committee of the Board, negotiation of a definitive agreement, and satisfaction of regulatory and contractual conditions before it could be completed.

Did the reporting persons trade Select Medical (SEM) stock in the last 60 days?

The filing states that no transactions in Select Medical common stock were effected by or with respect to the reporting persons in the past 60 days. The reported ownership positions reflect existing holdings, not recent market purchases or sales.

On what share count are the ownership percentages for SEM based?

All reported ownership percentages in the filing use a base of 124,017,191 shares of Select Medical common stock outstanding as of February 1, 2026. This figure is used consistently to calculate each reporting person’s percentage stake in the company.