SELECT MEDICAL HOLDINGS CORP

false --12-31 0001320414 0001320414 2026-06-30 2026-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): June 30, 2026 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. ¨ Introductory Note On June 30, 2026 (the “ Closing Date ”), Stallion MergerSub Corporation (“ Merger Sub ”), a Delaware corporation and wholly owned subsidiary of Stallion Intermediate Corporation (“ Parent ”), a Delaware corporation, announced the consummation of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of March 2, 2026 (the “ Merger Agreement ”), by and among Select Medical Holdings Corporation (the “ Company ”), a Delaware corporation, Merger Sub and Parent. On the Closing Date, Merger Sub filed the Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which, effective as of 12:01 a.m. on July 1, 2026, (the “ Effective Time ”), Merger Sub merged with an into the Company, with the Company continuing as the surviving company (the “ Merger ”). As a result of the Merger, the Company became an indirect subsidiary of Parent. The description of the Merger Agreement and the transactions contemplated by the Merger Agreement (including, without limitation, the Merger) in this Current Report on Form 8-K (this “ Current Report ”) does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. Item 1.01 Entry into a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report is incorporated by reference into this Item 1.01. On June 30, 2026, the Company and Select Medical Corporation (“ SMC ”) entered into Amendment No. 12 (the “ Select Amendment ”) to that certain Credit Agreement, dated as of March 6, 2017, by and among the Company, SMC, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2 dated as of October 26, 2018, Amendment No. 3, dated as of August 1, 2019, Amendment No. 4, dated as of December 10, 2019, Amendment No. 5, dated as of June 2, 2021, Amendment No. 6, dated as of February 21, 2023, Amendment No. 7, dated as of May 31, 2023, Amendment No. 8, dated as of July 31, 2023, Amendment No. 9, dated as of August 31, 2023, Amendment No. 10, dated as of July 26, 2024, Amendment No. 11, dated as of December 3, 2024 and the Select Amendment, the “ Select Credit Agreement ”). Among other things, the Select Amendment (i) established a new incremental term loan under the Select Credit Agreement in the aggregate principal amount of $1,000,000,000 and (ii) made certain other amendments to the Select Credit Agreement. The foregoing description of the Select Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Select Amendment, which is filed as Exhibit 10.1 and incorporated by reference herein. Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth under the Introductory Note of this Current Report is incorporated by reference into this Item 2.01. At the Effective Time, each share of common stock, par value $0.001 per share, of the Company (the “ Company Shares ”) issued and outstanding immediately prior to the Effective Time, other than the Rollover Shares, Company Restricted Shares, Excluded Shares (each, as defined in the Merger Agreement) and Company Shares for which appraisal rights were demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware, ceased to exist and was automatically converted into the right to receive cash in an amount equal to $16.50 per Company Share, without interest thereon (the “ Merger Consideration ”). At the Effective Time, each Company Restricted Share outstanding immediately prior to the Effective Time, other than Company Restricted Shares that are Rollover Shares, vested in full as of immediately prior to the Effective Time and ceased to exist and was automatically converted into the right to receive cash in an amount equal to the Merger Consideration, less any applicable tax withholdings. Such amount will be paid to the applicable holder no later than the first payroll date that occurs more than four business days following the Effective Time. 1 At the Effective Time, each Excluded Share was automatically cancelled without any consideration paid therefor and ceased to exist. Prior to the Effective Time, the Rollover Shares were contributed, directly or indirectly, to Parent pursuant to the terms of the applicable Rollover Agreement (as amended and as defined in the Merger Agreement) and as of the Effective Time were automatically cancelled without payment of any consideration therefor and ceased to exist. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant. The disclosures above under Item 1.01 of this Current Report are also responsive to Item 2.03 of this Current Report and are hereby incorporated by reference into this Item 2.03. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01. On June 30, 2026, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (the “ NYSE ”) that the Merger had been completed and requested that the NYSE suspend trading of the Company Shares on the NYSE prior to the opening of trading on July 1, 2026. The Company has requested that the NYSE file a notification of removal from listing on Form 25 with the U.S. Securities and Exchange Commission (the “ SEC ”) with respect to the Company Shares in order to effect the delisting of such shares from the NYSE. Such delisting will result in the deregi