UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
current report
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Securities Exchange Act of 1934
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| 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 | ||