[SCHEDULE 13D] SELECT MEDICAL HOLDINGS CORP SEC Filing

Rhea-AI Filing Summary

Select Medical Holdings (SEM) insiders have filed a Schedule 13D detailing a non-binding cash proposal to acquire all outstanding common shares they do not already own at $16.00 to $16.20 per share. The proposal, led by co-founder and Executive Chairman Robert A. Ortenzio, is subject to customary due diligence, Board approval, definitive documentation and regulatory clearances, and may be terminated at any time.

Based on 123,817,591 shares outstanding as of September 30, 2025, Mr. Ortenzio may be deemed to beneficially own 14,019,735 shares, or 11.3% of the company. Senior Executive Vice President Martin F. Jackson beneficially owns 1,383,421 shares, or 1.1%, and the Estate of co-founder Rocco A. Ortenzio beneficially owns 4,085,550 shares, or 3.3%. Much of this ownership is held through various family trusts and foundations, aligning the reporting persons as a significant shareholder group in any potential transaction.

Positive

• Non-binding insider proposal for all remaining SEM shares at $16.00–$16.20 in cash, signaling concrete interest in a potential going‑private transaction.
• Significant aligned ownership by key insiders, including 11.3% beneficial ownership by Executive Chairman Robert A. Ortenzio and 3.3% by the Estate of co‑founder Rocco A. Ortenzio, based on 123,817,591 shares outstanding as of September 30, 2025.

Negative

• High deal uncertainty: the proposal is explicitly non-binding, subject to due diligence, Board approval, definitive documentation and regulatory approvals, and may be terminated at any time without consummation.

Insights

Equity M&A and special situations analyst

Insider group files 13D with a non-binding $16–$16.20 cash go-private proposal.

The filing shows a group led by Executive Chairman Robert A. Ortenzio$16.00 to $16.20 per share in cash, subject to due diligence, Board approval, definitive agreements and regulatory approvals.

The group already holds a meaningful stake: Mr. Ortenzio may be deemed to own 14,019,735 shares, or 11.3%, the Estate of Rocco A. Ortenzio 4,085,550 shares, or 3.3%, and Martin F. Jackson 1,383,421 shares, or 1.1%, based on 123,817,591 shares outstanding as of September 30, 2025. Their roles as co-founder, executive chairman and senior executive vice president underscore their influence over strategic direction.

The proposal is expressly non-binding, and the text stresses there is no assurance of a definitive agreement or closing. Any outcome will depend on the Board’s evaluation, negotiations over final terms and satisfaction of conditions in any definitive agreement, as well as regulatory clearances. If no deal is reached, the reporting persons indicate they may continue to review their investment and could buy or sell shares over time depending on business performance, valuation and market conditions.

11/24/2025 - 04:46 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

11/24/2025

(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 123,817,591 Common Stock shares outstanding of Select Medical Holdings Corporation as of September 30, 2025.

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 123,817,591 Common Stock shares outstanding of Select Medical Holdings Corporation as of September 30, 2025.

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 123,817,591 Common Stock shares outstanding of Select Medical Holdings Corporation as of September 30, 2025.

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 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
	Mr. Ortenzio has filed a Statement of Beneficial Ownership on Schedule 13G and amendments thereto with respect to his beneficial ownership of his Shares, a portion of which were acquired prior to the initial public offering of the shares of the Issuer and the remainder of which have been acquired by Mr. Ortenzio as compensation for his roles as an officer and director with the Issuer or otherwise purchased for investment purposes. As a result of the actions described below, Mr. Ortenzio is now converting his beneficial ownership filing on Schedule 13G to a filing on this Schedule 13D. Mr. Jackson acquired beneficial ownership of his shares of the Issuer as compensation for his role as an employee and officer of the Issuer. The Estate of Rocco Ortenzio has filed a Statement of Beneficial Ownership on Schedule 13G and amendments thereto with respect to its beneficial ownership of its Shares, a portion of which were acquired prior to the initial public offering of the shares of the Issuer and the remainder of which were acquired by Rocco A. Ortenzio as compensation for his roles as an officer and director with the Issuer or otherwise purchased for investment purposes. As a result of the actions described below, the Estate of Rocco A. Ortenzio is now converting its beneficial ownership filing on Schedule 13G to a filing on this Schedule 13D. Mr. Ortenzio serves as the executive chairman of the Board. Mr. Jackson is the Senior Executive Vice President of Strategic Finance and Operations at the Issuer. Therefore, such Reporting Persons regularly engage in discussions with management of the Issuer, the Board, other shareholders of the Issuer and other relevant parties, which discussions may include matters ranging from the operations and conduct of the Issuer's business to considering or exploring extraordinary corporate transactions, including the events listed in clauses (a) through (j) of Item 4 of Schedule 13D. On November 24, 2025, the Reporting Persons, including Mr. Ortenzio acting on behalf of the Estate of Rocco A. Ortenzio, agreed to submit a proposal to the Issuer related to a potential transaction whereby the Reporting Persons and certain other financing sources would acquire all of the issued and outstanding Shares not already owned by the Reporting Persons. On November 24, 2025, Mr. Ortenzio delivered a non-binding proposal (the "Proposal Letter") to the Board to offer to acquire all such Shares at a price of $16.00 to $16.20 per share, payable in cash (the "Proposal"). The Proposal is subject to completion by the Reporting Persons of customary due diligence. The foregoing description of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter, which is filed as Exhibit 99.2 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 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 Board, 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. Except as may be required by law, the Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the Board and the Reporting Persons have approved a specific transaction, if any, and the Reporting Persons and the Board have then entered into a definitive agreement to effect such transaction or discussions concerning such transaction have been terminated. If the transaction described in the Proposal Letter is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and depending on market conditions and other factors may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Any Reporting Person may from time to time acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market, block trades or privately negotiated transactions. Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments.
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 123,817,591 Shares outstanding of the Issuer as of September 30, 2025) 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.
	The following documents are filed as exhibits: --------------- Exhibit 99.1 - Joint Filing Agreement, dated as of November 24, 2025, by and among the Reporting Persons --------------- Exhibit 99.2 - Proposal Letter, dated November 24, 2025

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:	11/24/2025

JACKSON MARTIN F

Signature:	/s/ Martin F. Jackson
Name/Title:	Martin F. Jackson
Date:	11/24/2025

ESTATE OF ROCCO A. ORTENZIO

Signature:	/s/ Robert A. Ortenzio
Name/Title:	Robert A. Ortenzio, Authorized Signatory
Date:	11/24/2025

FAQ

What did Select Medical Holdings (SEM) insiders disclose in this Schedule 13D?

The filing discloses that insiders led by Executive Chairman Robert A. Ortenzio have filed a Schedule 13D and delivered a non-binding cash proposal to acquire all outstanding Select Medical common shares they do not already own.

What is the proposed buyout price for Select Medical (SEM) in the insiders' offer?

The insiders’ Proposal Letter offers to acquire all remaining Select Medical common shares at a cash price of $16.00 to $16.20 per share, subject to customary due diligence and further approvals.

How much of Select Medical (SEM) does Robert A. Ortenzio beneficially own?

Based on 123,817,591 shares outstanding as of September 30, 2025, Robert A. Ortenzio may be deemed to beneficially own 14,019,735 shares of Select Medical common stock, representing 11.3% of the class, including shares held through various family trusts and foundations.

What are the ownership stakes of the other reporting persons in Select Medical (SEM)?

Martin F. Jackson beneficially owns 1,383,421 shares, or 1.1%, while the Estate of Rocco A. Ortenzio beneficially owns 4,085,550 shares, or 3.3%, based on 123,817,591 shares outstanding as of September 30, 2025.

Is the proposed acquisition of Select Medical (SEM) by insiders binding at this stage?

No. The Proposal Letter is described as non-binding and is subject to completion of customary due diligence, approval by the Board, negotiation and execution of a definitive agreement, and receipt of any required regulatory approvals.

Could the proposed Select Medical (SEM) transaction fail to close?

Yes. The filing states there can be no assurance that discussions will lead to a definitive agreement or that any such agreement would be consummated, and that discussions may be terminated at any time without prior notice.

Why did the reporting persons switch from Schedule 13G to Schedule 13D for Select Medical (SEM)?

They previously reported their holdings on Schedule 13G, but due to their active role in submitting a proposal to acquire all remaining shares and considering potential extraordinary corporate transactions, they are now reporting on Schedule 13D.