Select Medical Holdings Corporation (SEM)

Select Medical Holdings Corporation Acquired by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCASJune 30, 2026 4:15 PM
PR Newswire (US) MECHANICSBURG, Pa., June 30, 2026 /PRNewswire/ -- Select Medical Holdings Corporation (the "Company" or "Select Medical," "we," "us," or "our") (NYSE: SEM) today announced the completion of its acquisition by an entity affiliated with a consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical, and Welsh, Carson, Anderson & Stowe ("WCAS" and, together with Mr. Ortenzio and Mr. Jackson, the "Consortium") pursuant to the terms of the Agreement and Plan of Merger, dated as of March 2, 2026 (the "Merger Agreement").The previously announced purchase price of $16.50 per share represents a premium of approximately 18% over Select Medical's unaffected share price as of November 24, 2025, the last trading day prior to a publicly disclosed proposal being submitted by Mr. Ortenzio to the Company's Board of Directors, and a premium of approximately 25% over Select Medical's 90-day volume-weighted average closing share price for the period ending on that date, and values the Company at approximately $3.9 billion.The Company filed a Certificate of Merger, pursuant to which the acquisition will become effective as of July 1, 2026 at 12:01 am. With the completion of the acquisition, Select Medical's common stock will cease trading and Select Medical will no longer be listed on the New York Stock Exchange as of July 1, 2026. The Consortium maintains effective and operational control of the Company and its subsidiaries and now has a majority of the economic interest in the Company.Select Medical's current officers, including Mr. Ortenzio and Mr. Jackson, will continue to lead the business in their respective roles following the closing.Select Medical's stockholders, including the unaffiliated stockholders, voted to approve the transaction at our Special Meeting of Stockholders on June 26, 2026.AdvisorsJ.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners in connection with the committed debt financing of the Consortium. Goldman Sachs is serving as the exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee of disinterested and independent directors of the Board of Directors of the Company. Dechert LLP is serving as legal counsel to Select Medical. Wells Fargo and J.P. Morgan are serving as financial advisors, and Cravath, Swaine & Moore LLP is serving as legal counsel to the Consortium. Barclays is serving as financial advisor, and Ropes & Gray LLP is serving as legal counsel to WCAS. Paul Hastings LLP is serving as legal counsel to the debt financing sources.About Select MedicalSelect Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. Select Medical's reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. As of March 31, 2026, Select Medical operated 103 critical illness recovery hospitals in 28 states, 41 rehabilitation hospitals in 15 states, and 1,912 outpatient rehabilitation clinics in 37 states and the District of Columbia. At March 31, 2026, Select Medical had operations in 38 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.About WCASWCAS is a leading U.S. private equity firm focused on two target industries: technology and healthcare. Since its founding in 1979, the firm's strategy has been to partner with outstanding management teams and build value for its investors through a combination of operational improvements, growth initiatives, and strategic acquisitions. The firm has raised and managed funds totaling over $33 billion of committed capital. For more information, please visit www.wcas.com.Media inquiries:
Shelly Eckenroth
Senior Vice President, Chief Communications Marketing & Branding Officer
717-920-4035
seckenroth@selectmedical.comInvestor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com View original content:https://www.prnewswire.com/news-releases/select-medical-holdings-corporation-acquired-by-consortium-led-by-robert-a-ortenzio-martin-f-jackson-and-wcas-302814693.htmlSOURCE Select Medical Holdings Corporation Original: Select Medical Holdings Corporation Acquired by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCAS

Gulfport Energy and Mobility Global Set to Join S&P SmallCap 600June 26, 2026 6:24 PM
PR Newswire (US) NEW YORK, June 26, 2026 /PRNewswire/ -- S&P Dow Jones Indices will make the following changes to the S&P SmallCap 600: Gulfport Energy Corp. (NYSE: GPOR) will replace Select Medical Holdings Corp. (NYSE: SEM) effective prior to the opening of trading on Wednesday, July 1.  Select Medical Holdings is being acquired in a deal expected to be completed soon, pending final closing conditions.Mobility Global Inc. (NYSE: MBGL) will replace Core Laboratories Inc. (NYSE: CLB) effective prior to the opening of trading on Thursday, July 2. S&P 500 constituent S&P Global Inc. (NYSE: SPGI) is spinning off Mobility Global in a transaction expected to be completed July 1. Core Laboratories is no longer representative of the small-cap market space.Following is a summary of the changes that will take place prior to the open of trading on the effective date:Effective DateIndex NameActionCompany NameTickerGICS SectorJuly 1, 2026S&P SmallCap 600AdditionGulfport EnergyGPOREnergyJuly 1, 2026S&P SmallCap 600DeletionSelect Medical HoldingsSEMHealth CareJuly 2, 2026S&P SmallCap 600AdditionMobility GlobalMBGLIndustrialsJuly 2, 2026S&P SmallCap 600DeletionCore LaboratoriesCLBEnergyABOUT S&P DOW JONES INDICESS&P Dow Jones Indices is the largest global resource for essential index-based concepts, data and research, and home to iconic financial market indicators, such as the S&P 500® and the Dow Jones Industrial Average®. More assets are invested in products based on our indices than products based on indices from any other provider in the world. Since Charles Dow invented the first index in 1884, S&P DJI has been innovating and developing indices across the spectrum of asset classes helping to define the way investors measure and trade the markets.S&P Dow Jones Indices is a division of S&P Global (NYSE: SPGI), which provides essential intelligence for individuals, companies, and governments to make decisions with confidence. For more information, visit www.spglobal.com/spdji/en/.FOR MORE INFORMATION:S&P Dow Jones Indices
index_services@spglobal.comMedia Inquiries
spdji.comms@spglobal.com View original content:https://www.prnewswire.com/news-releases/gulfport-energy-and-mobility-global-set-to-join-sp-smallcap-600-302812407.htmlSOURCE S&P Dow Jones Indices Original: Gulfport Energy and Mobility Global Set to Join S&P SmallCap 600

Select Medical Holdings Corporation Announces Stockholder Approval of Acquisition by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCASJune 26, 2026 5:18 PM
PR Newswire (US) MECHANICSBURG, Pa., June 26, 2026 /PRNewswire/ -- Select Medical Holdings Corporation (NYSE: SEM) ("Select Medical," "we," "us," or "our") confirmed today that its previously announced Agreement and Plan of Merger (the "Merger Agreement," and the transaction contemplated thereby, the "Merger") with an entity affiliated with a consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical, and Welsh, Carson, Anderson & Stowe ("WCAS" and, together with Mr. Ortenzio and Mr. Jackson, the "Consortium") was approved at a special meeting of Select Medical's stockholders (the "Special Meeting") on June 26, 2026. The closing of the Merger remains subject to the terms and conditions of the Merger Agreement, as described more in detail in the Definitive Proxy Statement on Schedule 14A (the "Definitive Proxy Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") on May 19, 2026. Subject to those terms and conditions, Select Medical expects that the closing of the Merger will occur mid-2026.Approximately 82.54% of Select Medical's outstanding shares were voted at the Special Meeting, and the Merger was approved by over 79.88% of Select Medical's outstanding shares and over 76.64% of the outstanding shares held by stockholders unaffiliated with the Consortium. Select Medical will file the final voting results in a Current Report on Form 8-K with the SEC.AdvisorsJ.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners in connection with the committed debt financing of the Consortium. Goldman Sachs is serving as the exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee of disinterested and independent directors of the Board of Directors of the Company. Dechert LLP is serving as legal counsel to Select Medical. Wells Fargo and J.P. Morgan are serving as financial advisors, and Cravath, Swaine & Moore LLP is serving as legal counsel to the Consortium. Barclays is serving as financial advisor, and Ropes & Gray LLP is serving as legal counsel to WCAS. Paul Hastings LLP is serving as legal counsel to the debt financing sources.About Select MedicalSelect Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. Select Medical's reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. As of March 31, 2026, Select Medical operated 103 critical illness recovery hospitals in 28 states, 41 rehabilitation hospitals in 15 states, and 1,912 outpatient rehabilitation clinics in 37 states and the District of Columbia. At March 31, 2026, Select Medical had operations in 38 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.About WCASWCAS is a leading U.S. private equity firm focused on two target industries: technology and healthcare. Since its founding in 1979, the firm's strategy has been to partner with outstanding management teams and build value for its investors through a combination of operational improvements, growth initiatives, and strategic acquisitions. The firm has raised and managed funds totaling over $33 billion of committed capital. For more information, please visit www.wcas.com.Cautionary Statement Regarding Forward-Looking Statements This release contains forward-looking statements. Forward-looking statements use words such as "expect," "anticipate," "outlook," "intend," "plan," "confident," "believe," "will," "should," "would," "potential," "positioning," "proposed," "planned," "objective," "likely," "could," "may," and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to Select Medical's plans, goals, intentions, strategies, financial outlook, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Select Medical's control. Forward-looking statements are not guarantees of future performance and you should not place undue reliance on Select Medical's forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause Select Medical's actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed Merger will be consummated, and there are a number of risks and uncertainties that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including, without limitation: (1) the inability to consummate the proposed Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain any required regulatory approvals for the proposed Merger or the failure to satisfy the other conditions to the consummation of the proposed Merger; (2) the risk that the proposed Merger disrupts Select Medical's current plans and operations or diverts management's attention from its ongoing business; (3) the effect of the announcement of the proposed Merger and results of the Special Meeting on the ability of Select Medical to retain and hire key personnel and maintain relationships with those with whom it does business; (4) the effect of the announcement or pendency of the proposed Merger on Select Medical's operating results and business generally; (5) the significant costs, fees and expenses related to the proposed Merger; (6) the risk that Select Medical's stock price may decline significantly if the proposed Merger is not consummated; (7) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed Merger and instituted against Select Medical and/or their respective directors, executive officers or other related persons; (8) other risks that could affect Select Medical's business, financial condition or results of operations, including those set forth in the Company's most recent Annual Report on Form 10-K and any subsequent filings; and (9) other risks to the consummation of the proposed Merger. Additional information concerning these and other factors can be found in Select Medical's filings with the SEC, including Select Medical's most recent annual report on Form 10-K. Select Medical does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.Media inquiries:
Shelly Eckenroth
Senior Vice President, Chief Communications Marketing & Branding Officer
717-920-4035
seckenroth@selectmedical.comInvestor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com View original content:https://www.prnewswire.com/news-releases/select-medical-holdings-corporation-announces-stockholder-approval-of-acquisition-by-consortium-led-by-robert-a-ortenzio-martin-f-jackson-and-wcas-302812357.htmlSOURCE Select Medical Holdings Corporation Original: Select Medical Holdings Corporation Announces Stockholder Approval of Acquisition by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCAS

SEM Alert: BFA Law Reminds Select Medical Shareholders of its Pending Investigation into the Board after $16.50 per share Acquisition is AnnouncedJune 4, 2026 6:17 AM
Business Wire Leading securities law firm Bleichmar Fonti & Auld LLP announces an investigation into Select Medical Holdings Corporation’s (NYSE: SEM) board of directors and senior management for potential breaches of their fiduciary duties to shareholders in connection with the pending sale of the company for $16.50 per share as announced on March 2, 2026. If you are a current shareholder of Select Medical, you are encouraged to obtain additional information by visiting: https://www.bfalaw.com/cases/select-medical-merger-lawsuit Why is Select Medical being Investigated? On March 2, 2026, Select Medical announced that it had agreed to be acquired by a consortium led by: Robert A. Ortenzio, Select Medical’s co-founder; Martin F. Jackson, Select Medical’s Senior Executive Vice President of Strategic Finance and Operations; and Welsh, Carson, Anderson & Stowe (“WCAS”), a private equity company which has longstanding historical ties to Russel L. Carson, a director on Select Medical’s board of directors. The merger will eliminate all holdings of Select Medical stock in exchange for $16.50 per share in cash, except that Ortenzio, Jackson and certain entities affiliated with them are being allowed to “rollover” their holdings into the post-merger company. The opportunity to “rollover” is not being extended to public stockholders. The merger was approved by a special committee of Select Medical’s board of directors and is conditioned on approval by Select Medical’s stockholders. The stockholder vote is scheduled for June 26, 2026. The merger could close shortly after that vote occurs, which could limit stockholders’ ability to investigate the fairness of the merger. BFA is investigating whether Select Medical’s board of directors, together with members of the company’s senior management, have breached their fiduciary duties to Select Medical stockholders in connection with the negotiation and execution of the merger, including the public disclosures the company has made seeking stockholder approval. Click here for more information: https://www.bfalaw.com/cases/select-medical-merger-lawsuit What Can You Do? If you are a current holder of Select Medical Holdings Corporation stock, you may have legal options and are encouraged to submit your information to the firm. All representation is on a contingency fee basis; there is no cost to you. Shareholders are not responsible for any court costs or expenses of litigation. The firm will seek court approval for any potential fees and expenses. Submit your information by visiting: https://www.bfalaw.com/cases/select-medical-merger-lawsuit Or contact: Adam McCall
adam@bfalaw.com
212.789.3619 Why Bleichmar Fonti & Auld LLP? BFA is a leading international law firm representing plaintiffs in securities class actions and shareholder litigation. It has been named a top plaintiff law firm by Chambers USA, The Legal 500, and ISS SCAS, and its attorneys have been named “Elite Trial Lawyers” by the National Law Journal, “Litigation Stars” by Benchmark Litigation, among the top “500 Leading Plaintiff Financial Lawyers” by Lawdragon, “Titans of the Plaintiffs’ Bar” by Law360 and “SuperLawyers” by Thomson Reuters. Among its recent notable successes, BFA recovered over $900 million in value from Tesla, Inc.’s Board of Directors, as well as $420 million from Teva Pharmaceutical Ind. Ltd. For more information about BFA and its attorneys, please visit https://www.bfalaw.com. https://www.bfalaw.com/cases/select-medical-merger-lawsuit Attorney advertising. Past results do not guarantee future outcomes. View source version on businesswire.com: https://www.businesswire.com/news/home/20260604542315/en/ Adam McCall
adam@bfalaw.com
212.789.3619 Original: SEM Alert: BFA Law Reminds Select Medical Shareholders of its Pending Investigation into the Board after $16.50 per share Acquisition is Announced

SEM Stock Notification: Select Medical Board Investigated for Breaching its Duties to Investors Over $16.50 Acquisition PriceJune 2, 2026 6:45 AM
PR Newswire (US) NEW YORK, June 2, 2026 /PRNewswire/ -- Leading securities law firm Bleichmar Fonti & Auld LLP announces an investigation into Select Medical Holdings Corporation's (NYSE: SEM) board of directors and senior management for potential breaches of their fiduciary duties to shareholders in connection with the pending sale of the company for $16.50 per share as announced on March 2, 2026. If you are a current shareholder of Select Medical, you are encouraged to obtain additional information by visiting: https://www.bfalaw.com/cases/select-medical-merger-lawsuitWhy is Select Medical being Investigated? On March 2, 2026, Select Medical announced that it had agreed to be acquired by a consortium led by: Robert A. Ortenzio, Select Medical's co-founder; Martin F. Jackson, Select Medical's Senior Executive Vice President of Strategic Finance and Operations; and Welsh, Carson, Anderson & Stowe ("WCAS"), a private equity company which has longstanding historical ties to Russel L. Carson, a director on Select Medical's board of directors.The merger will eliminate all holdings of Select Medical stock in exchange for $16.50 per share in cash, except that Ortenzio, Jackson and certain entities affiliated with them are being allowed to "rollover" their holdings into the post-merger company. The opportunity to "rollover" is not being extended to public stockholders.The merger was approved by a special committee of Select Medical's board of directors and is conditioned on approval by Select Medical's stockholders. The stockholder vote is scheduled for June 26, 2026. The merger could close shortly after that vote occurs, which could limit stockholders' ability to investigate the fairness of the merger.BFA is investigating whether Select Medical's board of directors, together with members of the company's senior management, have breached their fiduciary duties to Select Medical stockholders in connection with the negotiation and execution of the merger, including the public disclosures the company has made seeking stockholder approval.Click here for more information: https://www.bfalaw.com/cases/select-medical-merger-lawsuitWhat Can You Do?If you are a current holder of Select Medical Holdings Corporation stock, you may have legal options and are encouraged to submit your information to the firm.All representation is on a contingency fee basis; there is no cost to you. Shareholders are not responsible for any court costs or expenses of litigation. The firm will seek court approval for any potential fees and expenses.Submit your information by visiting:https://www.bfalaw.com/cases/select-medical-merger-lawsuitWhy Bleichmar Fonti & Auld LLP?BFA is a leading international law firm representing plaintiffs in securities class actions and shareholder litigation. It has been named a top plaintiff law firm by Chambers USA, The Legal 500, and ISS SCAS, and its attorneys have been named "Elite Trial Lawyers" by the National Law Journal, "Litigation Stars" by Benchmark Litigation, among the top "500 Leading Plaintiff Financial Lawyers" by Lawdragon, "Titans of the Plaintiffs' Bar" by Law360 and "SuperLawyers" by Thomson Reuters. Among its recent notable successes, BFA recovered over $900 million in value from Tesla, Inc.'s Board of Directors, as well as $420 million from Teva Pharmaceutical Ind. Ltd.For more information about BFA and its attorneys, please visit https://www.bfalaw.com.https://www.bfalaw.com/cases/select-medical-merger-lawsuitAttorney advertising. Past results do not guarantee future outcomes. View original content to download multimedia:https://www.prnewswire.com/news-releases/sem-stock-notification-select-medical-board-investigated-for-breaching-its-duties-to-investors-over-16-50-acquisition-price-302787939.htmlSOURCE Bleichmar Fonti & Auld LLP Original: SEM Stock Notification: Select Medical Board Investigated for Breaching its Duties to Investors Over $16.50 Acquisition Price

SEM Acquisition Announcement: Select Medical Shareholders are Notified of BFA Law’s Investigation into the Announced $16.50 per Share TransactionMay 28, 2026 3:48 PM
Business WireLeading securities law firm Bleichmar Fonti & Auld LLP announces an investigation into Select Medical Holdings Corporation’s (NYSE: SEM) board of directors and senior management for potential breaches of their fiduciary duties to shareholders in connection with the pending sale of the company for $16.50 per share as announced on March 2, 2026. If you are a current shareholder of Select Medical, you are encouraged to obtain additional information by visiting: https://www.bfalaw.com/cases/select-medical-merger-lawsuitWhy is Select Medical being Investigated? On March 2, 2026, Select Medical announced that it had agreed to be acquired by a consortium led by: Robert A. Ortenzio, Select Medical’s co-founder; Martin F. Jackson, Select Medical’s Senior Executive Vice President of Strategic Finance and Operations; and Welsh, Carson, Anderson & Stowe (“WCAS”), a private equity company which has longstanding historical ties to Russel L. Carson, a director on Select Medical’s board of directors.The merger will eliminate all holdings of Select Medical stock in exchange for $16.50 per share in cash, except that Ortenzio, Jackson and certain entities affiliated with them are being allowed to “rollover” their holdings into the post-merger company. The opportunity to “rollover” is not being extended to public stockholders.The merger was approved by a special committee of Select Medical’s board of directors and is conditioned on approval by Select Medical’s stockholders. The stockholder vote is scheduled for June 26, 2026. The merger could close shortly after that vote occurs, which could limit stockholders’ ability to investigate the fairness of the merger.BFA is investigating whether Select Medical’s board of directors, together with members of the company’s senior management, have breached their fiduciary duties to Select Medical stockholders in connection with the negotiation and execution of the merger, including the public disclosures the company has made seeking stockholder approval.Click here for more information: https://www.bfalaw.com/cases/select-medical-merger-lawsuitWhat Can You Do?If you are a current holder of Select Medical Holdings Corporation stock, you may have legal options and are encouraged to submit your information to the firm. All representation is on a contingency fee basis; there is no cost to you. Shareholders are not responsible for any court costs or expenses of litigation. The firm will seek court approval for any potential fees and expenses. Submit your information by visiting:https://www.bfalaw.com/cases/select-medical-merger-lawsuitOr contact:Adam McCall
adam@bfalaw.com
212.789.3619Why Bleichmar Fonti & Auld LLP?BFA is a leading international law firm representing plaintiffs in securities class actions and shareholder litigation. It has been named a top plaintiff law firm by Chambers USA, The Legal 500, and ISS SCAS, and its attorneys have been named “Elite Trial Lawyers” by the National Law Journal, “Litigation Stars” by Benchmark Litigation, among the top “500 Leading Plaintiff Financial Lawyers” by Lawdragon, “Titans of the Plaintiffs’ Bar” by Law360 and “SuperLawyers” by Thomson Reuters. Among its recent notable successes, BFA recovered over $900 million in value from Tesla, Inc.’s Board of Directors, as well as $420 million from Teva Pharmaceutical Ind. Ltd.For more information about BFA and its attorneys, please visit https://www.bfalaw.com.https://www.bfalaw.com/cases/select-medical-merger-lawsuit Attorney advertising. Past results do not guarantee future outcomes.View source version on businesswire.com: https://www.businesswire.com/news/home/20260528893610/en/Adam McCall
adam@bfalaw.com
212.789.3619 Original: SEM Acquisition Announcement: Select Medical Shareholders are Notified of BFA Law’s Investigation into the Announced $16.50 per Share Transaction

Select Medical Holdings Corporation Announces Expiration of Hart-Scott-Rodino Waiting PeriodApril 28, 2026 5:07 PM
PR Newswire (US)

MECHANICSBURG, Pa., April 28, 2026 /PRNewswire/ -- Select Medical Holdings Corporation ("Select Medical," "we," "us," or "our") (NYSE: SEM) announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which applies to the proposed acquisition of Select Medical by a wholly owned subsidiary of WCAS XIV, L.P., an investment fund affiliated with Welsh, Carson, Anderson & Stowe ("WCAS") and a member of a consortium (the "Consortium") led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, and Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical (such transaction, the "Merger"), expired at 11:59 p.m. Eastern Time, on April 27, 2026. The Merger is expected to close mid-2026, subject to the approval of Select Medical's stockholders (including the approval of a majority of shares not held by the Consortium or its affiliates) and satisfaction of other customary closing conditions.About Select MedicalSelect Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. As of March 31, 2026, Select Medical operated 103 critical illness recovery hospitals in 28 states, 41 rehabilitation hospitals in 15 states, and 1,912 outpatient rehabilitation clinics in 37 states and the District of Columbia. At March 31, 2026, Select Medical had operations in 38 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.About WCASWCAS is a leading U.S. private equity firm focused on two target industries: technology and healthcare. Since its founding in 1979, the firm's strategy has been to partner with outstanding management teams and build value for its investors through a combination of operational improvements, growth initiatives, and strategic acquisitions. The firm has raised and managed funds totaling over $33 billion of committed capital. For more information, please visit www.wcas.com.Cautionary Statement Regarding Forward-Looking StatementsThis release contains forward-looking statements. Forward-looking statements use words such as "expect," "anticipate," "outlook," "intend," "plan," "confident," "believe," "will," "should," "would," "potential," "positioning," "proposed," "planned," "objective," "likely," "could," "may," and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to Select Medical's plans, goals, intentions, strategies, financial outlook, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Select Medical's control. Forward-looking statements are not guarantees of future performance and you should not place undue reliance on Select Medical's forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause Select Medical's actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in Select Medical's filings with the U.S. Securities and Exchange Commission (the "SEC"), including in Select Medical's most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in the preliminary proxy statement filed by Select Medical with the SEC on April 15, 2026, in connection with its special meeting of stockholders to approve the proposed transaction (the "Preliminary Proxy Statement"), and the following factors: (1) the inability to consummate the proposed Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the required stockholder approval, the failure to obtain any required regulatory approvals for the proposed Merger, including the termination or expiration of any required waiting periods, or the failure to satisfy the other conditions to the consummation of the proposed Merger; (2) the risk that the Merger may be terminated in circumstances requiring Select Medical to pay a termination fee; (3) the risk that the proposed Merger disrupts Select Medical's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the proposed Merger on the ability of Select Medical to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the proposed Merger on Select Medical's operating results and business generally; (6) the significant costs, fees and expenses related to the proposed Merger; (7) the risk that Select Medical's stock price may decline significantly if the proposed Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed Merger and instituted against Select Medical and/or their respective directors, executive officers or other related persons; (9) other risks that could affect Select Medical's business, financial condition or results of operations, including those set forth in the Company's most recent Annual Report on Form 10-K and any subsequent filings; and (10) other risks to the consummation of the proposed Merger. Additional information concerning these and other factors can be found in Select Medical's filings with the SEC, including Select Medical's most recent annual report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made. Any forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by Select Medical about its businesses including, without limitation, the risk factors discussed in Select Medical's filings with the SEC. Select Medical does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.Additional Information and Where to Find ItThis communication may be deemed to be solicitation material in respect of the proposed acquisition of Select Medical by the Consortium. In connection with the proposed transaction, Select Medical has filed relevant materials with the SEC, including the Preliminary Proxy Statement. In addition, Select Medical and certain affiliates of Select Medical jointly filed a transaction statement on Schedule 13E-3 (the "Schedule 13E-3") with the SEC on April 15, 2026. INVESTORS AND STOCKHOLDERS OF SELECT MEDICAL ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING SELECT MEDICAL'S PRELIMINARY PROXY STATEMENT AND SCHEDULE 13E-3 BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Select Medical intends to file with the SEC a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and may file or furnish other documents with the SEC regarding the proposed transaction from time to time. The Definitive Proxy Statement will be mailed or otherwise made available to Select Medical's stockholders. Investors and stockholders are or will be able to obtain the documents (if and when available) filed with the SEC free of charge either from the SEC's website at www.sec.gov, or from Select Medical's Investor Relations webpage at https://www.selectmedical.com/investor-relations/.Participants in the SolicitationSelect Medical and its directors, executive officers and other members of management and employees under SEC rules, will be deemed to be "participants" in the solicitation of proxies from stockholders of Select Medical in favor of the proposed transaction. Information about Select Medical's directors and executive officers is set forth in Select Medical's Definitive Proxy Statement on Schedule 14A for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 4, 2026 (the "2026 Proxy Statement"). To the extent holdings of the Select Medical's securities by its directors or executive officers have changed since the amounts set forth in the 2026 Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC.Additional information concerning the interests of Select Medical's participants in the solicitation, which may, in some cases, be different than those of Select Medical's stockholders generally, will be set forth in the Definitive Proxy Statement relating to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.No Offer or SolicitationThis press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.Media inquiries:
Shelly Eckenroth
Senior Vice President, Chief Communications Marketing & Branding Officer
717-920-4035
seckenroth@selectmedical.comInvestor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com 



View original content:https://www.prnewswire.com/news-releases/select-medical-holdings-corporation-announces-expiration-of-hart-scott-rodino-waiting-period-302756311.htmlSOURCE Select Medical Holdings Corporation

Original: Select Medical Holdings Corporation Announces Expiration of Hart-Scott-Rodino Waiting Period

Select Medical Holdings Corporation to Announce First Quarter 2026 Results on Thursday, April 30, 2026April 9, 2026 4:15 PM
PR Newswire (US)

MECHANICSBURG, Pa., April 9, 2026 /PRNewswire/ -- Select Medical Holdings Corporation ("Select Medical") (NYSE: SEM), will release the financial results for its first quarter ended March 31, 2026 on Thursday, April 30, 2026 after the market closes.Select Medical will host a conference call regarding its first quarter results, as well as its business outlook, on Friday, May 1, 2026, at 9:00am ET. The conference call will be a live webcast and can be accessed via this Earnings Call Webcast Link or via link at Select Medical Holdings Corporation's website at www.selectmedicalholdings.com. A replay of the webcast will be available shortly after the call through the same link.For listeners wishing to dial-in via telephone, or participate in the question and answer session, you may pre-register for the call at Select Medical Earnings Call Registration to obtain your dial-in number and unique passcode for the call.Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on the number of facilities. Select Medical's reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. As of December 31, 2025, Select Medical operated 104 critical illness recovery hospitals in 28 states, 38 rehabilitation hospitals in 15 states, and 1,917 outpatient rehabilitation clinics in 39 states and the District of Columbia. At December 31, 2025, Select Medical had operations in 39 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.Investor inquiries:Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com



View original content:https://www.prnewswire.com/news-releases/select-medical-holdings-corporation-to-announce-first-quarter-2026-results-on-thursday-april-30-2026-302738710.htmlSOURCE Select Medical Holdings Corporation

Original: Select Medical Holdings Corporation to Announce First Quarter 2026 Results on Thursday, April 30, 2026

Select Medical Holdings Corporation to be Acquired by Consortium Led by Robert A. Ortenzio, Martin F. Jackson and WCASMarch 2, 2026 6:45 PM
PR Newswire (US)

MECHANICSBURG, Pa., March 2, 2026 /PRNewswire/ -- Select Medical Holdings Corporation ("Select Medical," "we," "us," or "our") (NYSE: SEM) today announced that it has entered into a definitive agreement (the "Merger Agreement") pursuant to which an entity affiliated with a consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical, and Welsh, Carson, Anderson & Stowe ("WCAS" and, together with Mr. Ortenzio and Mr. Jackson, the "Consortium") will acquire all of the outstanding shares of common stock of Select Medical not already owned by the Consortium for a price per share of $16.50 in cash (the "Merger Consideration"), representing an enterprise value of $3.9 billion, on the terms and subject to the conditions set forth in the Merger Agreement (such transaction, the "Merger"). The Merger Agreement was unanimously approved by the disinterested members of the Board of Directors of Select Medical (the "Board") upon the recommendation of a special committee of disinterested and independent directors (the "Special Committee"), which negotiated the terms of the transaction.The Merger Consideration represents a premium of approximately 18% over Select Medical's unaffected share price as of November 24, 2025, the last trading day prior to a publicly disclosed proposal being submitted by Mr. Ortenzio to the Company's Board of Directors, and a premium of approximately 25% over Select Medical's 90-day volume-weighted average closing share price for the period ending on that date.Mr. Ortenzio, Mr. Jackson and certain of their affiliates have agreed to roll over their equity to the parent entity of the surviving corporation in the Merger in lieu of receiving the cash Merger Consideration. The Consortium may invite other members of management and the Board of Directors of Select Medical (other than members of the Special Committee) to roll over their outstanding equity as well (all participants in such roll over, the "Rollover Participants").Select Medical will continue to operate as usual during the pendency of the Merger, with the same commitment to its patients, employees and partners. Select Medical's current management is expected to remain in place following the completion of the Merger.  As Mr. Ortenzio and WCAS are "Permitted Holders" under certain of Select Medical's existing debt documentation, Select Medical expects its existing indebtedness to remain outstanding following completion of the Merger, facilitating the Consortium's ability to finance the transaction.Special Committee and Board ApprovalThe Special Committee, consisting entirely of disinterested and independent members of the Board and advised by its own independent financial and legal advisors, reviewed and evaluated the Merger Agreement and the transactions contemplated thereby. The Special Committee unanimously determined that the Merger Agreement and the Merger are fair to, and in the best interests of, Select Medical's stockholders that are unaffiliated with the Consortium and recommended approval of the Merger Agreement to the Board. The disinterested members of the Board, acting upon the recommendation of the Special Committee, unanimously approved the Merger Agreement and the Merger and resolved to recommend that Select Medical's stockholders vote to adopt the Merger Agreement.Transaction Details and Conditions to ClosingThe Merger is expected to close mid 2026, subject to customary closing conditions, including (a) approval by a majority of the votes cast by holders of the shares of outstanding Select Medical common stock that are not held by any members of the Consortium, the Rollover Participants or their affiliates, (b) the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (c) the receipt of certain other required regulatory approvals. The Merger is not subject to a financing condition.The initial Rollover Participants, which collectively beneficially own approximately 11.8% of the outstanding shares of Select Medical common stock, have agreed to vote their shares in favor of adoption of the Merger Agreement.  Any future Rollover Participants will also agree to vote their shares in favor of adoption of the Merger Agreement.Upon completion of the Merger, Select Medical will become a privately held company, and its shares of common stock will be deregistered under applicable rules of the Securities and Exchange Commission and no longer be listed on the New York Stock Exchange.The foregoing description of the Merger Agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Merger Agreement, for which Select Medical will file a Form 8-K with the Securities and Exchange Commission.AdvisorsJ.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners in connection with the committed debt financing of the Consortium.  Goldman Sachs is serving as the exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, to the Special Committee. Dechert LLP is serving as legal counsel to Select Medical.  Wells Fargo and J.P. Morgan are serving as financial advisors, and Cravath, Swaine & Moore LLP is serving as legal counsel to, the Consortium. Barclays is serving as financial advisor, and Ropes & Gray LLP is serving as legal counsel, to WCAS. Paul Hastings LLP is serving as legal counsel to the debt financing sources.About Select MedicalSelect Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. As of December 31, 2025, Select Medical operated 104 critical illness recovery hospitals in 28 states, 38 rehabilitation hospitals in 15 states, and 1,917 outpatient rehabilitation clinics in 39 states and the District of Columbia. At December 31, 2025, Select Medical had operations in 39 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.About WCASWCAS is a leading U.S. private equity firm focused on two target industries: technology and healthcare. Since its founding in 1979, the firm's strategy has been to partner with outstanding management teams and build value for its investors through a combination of operational improvements, growth initiatives, and strategic acquisitions. The firm has raised and managed funds totaling over $33 billion of committed capital. For more information, please visit www.wcas.com.Cautionary Statement Regarding Forward-Looking StatementsThis release contains forward-looking statements. Forward-looking statements use words such as "expect," "anticipate," "outlook," "intend," "plan," "confident," "believe," "will," "should," "would," "potential," "positioning," "proposed," "planned," "objective," "likely," "could," "may," and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to Select Medical's plans, goals, intentions, strategies, financial outlook, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Select Medical's control. Forward-looking statements are not guarantees of future performance and you should not place undue reliance on Select Medical's forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause Select Medical's actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed Merger will be consummated, and there are a number of risks and uncertainties that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including, without limitation: (1) the inability to consummate the proposed Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the required stockholder approval to adopt the Merger Agreement, the failure to obtain any required regulatory approvals for the proposed Merger, including the termination or expiration of any required waiting periods, or the failure to satisfy the other conditions to the consummation of the proposed Merger; (2) the risk that the Merger may be terminated in circumstances requiring Select Medical to pay a termination fee; (3) the risk that the proposed Merger disrupts Select Medical's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the proposed Merger on the ability of Select Medical to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the proposed Merger on Select Medical's operating results and business generally; (6) the significant costs, fees and expenses related to the proposed Merger; (7) the risk that Select Medical's stock price may decline significantly if the proposed Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed Merger and instituted against Select Medical and/or their respective directors, executive officers or other related persons; (9) other risks that could affect Select Medical's business, financial condition or results of operations, including those set forth in the Company's most recent Annual Report on Form 10-K and any subsequent filings; and (10) other risks to the consummation of the proposed Merger. Additional information concerning these and other factors can be found in Select Medical's filings with the U.S. Securities and Exchange Commission (the "SEC"), including Select Medical's most recent annual report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made. Any forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by Select Medical about its businesses including, without limitation, the risk factors discussed in Select Medical's filings with the SEC. Select Medical does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.Additional Information and Where to Find itThis communication may be deemed to be solicitation material in respect of the proposed acquisition of Select Medical by the Consortium. In connection with the proposed transaction, Select Medical intends to file relevant materials with the SEC, including Select Medical's proxy statement on Schedule 14A in preliminary and definitive form for its special meeting of stockholders to approve the proposed transaction, and may file or furnish other documents with the SEC regarding the proposed transaction from time to time. In addition, Select Medical and certain affiliates of Select Medical intend to jointly file a transaction statement on Schedule 13E-3 (the "Schedule 13E-3"). INVESTORS AND STOCKHOLDERS OF SELECT MEDICAL ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING SELECT MEDICAL'S PROXY STATEMENT AND SCHEDULE 13E-3 (IF AND WHEN THEY BECOME AVAILABLE) BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement will be filed with the SEC and mailed or otherwise made available to Select Medical's stockholders. Investors and stockholders are or will be able to obtain the documents (if and when available) filed with the SEC free of charge either from the SEC's website at www.sec.gov, or from Select Medical's Investor Relations webpage at https://www.selectmedical.com/investor-relations/.Participants in the SolicitationSelect Medical and its directors, executive officers and other members of management and employees, including the Rollover Participants, under SEC rules, will be deemed to be "participants" in the solicitation of proxies from stockholders of Select Medical in favor of the proposed transaction. Information about Select Medical's directors and executive officers is set forth in Select Medical's Preliminary Proxy Statement on Schedule 14A for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on February 20, 2026 (the "2026 Proxy Statement"). To the extent holdings of the Select Medical's securities by its directors or executive officers have changed since the amounts set forth in the 2026 Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC.Additional information concerning the interests of Select Medical's participants in the solicitation, which may, in some cases, be different than those of Select Medical's stockholders generally, will be set forth in Select Medical's proxy statement relating to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.No Offer or SolicitationThis press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.Media inquiries:
Shelly Eckenroth
Senior Vice President, Chief Communications Marketing & Branding Officer
717-920-4035
seckenroth@selectmedical.comInvestor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com



View original content:https://www.prnewswire.com/news-releases/select-medical-holdings-corporation-to-be-acquired-by-consortium-led-by-robert-a-ortenzio-martin-f-jackson-and-wcas-302701686.htmlSOURCE Select Medical Holdings Corporation

Original: Select Medical Holdings Corporation to be Acquired by Consortium Led by Robert A. Ortenzio, Martin F. Jackson and WCAS

Select Medical Holdings Corporation Announces Results For Its Fourth Quarter and Year Ended December 31, 2025, Its 2026 Business Outlook, and Cash DividendFebruary 19, 2026 4:30 PM
PR Newswire (US)

MECHANICSBURG, Pa., Feb. 19, 2026 /PRNewswire/ -- Select Medical Holdings Corporation ("Select Medical," "we," "us," or "our") (NYSE: SEM) today announced results for its fourth quarter and year ended December 31, 2025, its 2026 business outlook, and the declaration of a cash dividend.For the fourth quarter ended December 31, 2025, revenue increased 6.4% to $1,396.6 million, compared to $1,312.6 million for the same quarter, prior year. Income from continuing operations before other income and expense increased 203.1% to $63.9 million for the fourth quarter ended December 31, 2025, compared to $21.1 million for the same quarter, prior year. Income from continuing operations, net of tax, increased 461.0% to $37.7 million for the fourth quarter ended December 31, 2025, compared to loss from continuing operations, net of tax, of $10.5 million for the same quarter, prior year. In connection with the distribution of Concentra Group Holdings Parent ("Concentra") common stock to our stockholders, there was a one-time acceleration of $45.9 million of stock compensation expense, which reduced income (loss) from continuing operations for the quarter ended December 31, 2024. Additionally, during the quarter ended December 31, 2024, we recognized a loss on early retirement of debt of $17.9 million. Adjusted EBITDA was $104.7 million for the fourth quarter ended December 31, 2025, compared to $116.0 million for the same quarter, prior year. Earnings per common share from continuing operations increased 184.2% to $0.16 for the fourth quarter ended December 31, 2025, compared to diluted loss per common share from continuing operations of $0.19 for the same quarter, prior year. Adjusted earnings per common share from continuing operations, net of tax, was $0.16 for the fourth quarter ended December 31, 2025, compared to $0.18 for the same quarter, prior year. Prior year adjusted earnings per common share excludes the one-time acceleration of stock compensation expense, the loss on early retirement of debt, and certain transaction costs associated with the Concentra transaction. The definition of Adjusted EBITDA and a reconciliation of income from continuing operations, net of tax, to Adjusted EBITDA are presented in table IX of this release. A reconciliation of earnings per common share from continuing operations, net of tax, to adjusted earnings per common share from continuing operations, net of tax, is presented in table X of this release.For the year ended December 31, 2025, revenue increased 5.1% to $5,452.8 million, compared to $5,187.1 million for the prior year. Income from continuing operations before other income and expense increased 25.3% to $336.2 million for the year ended December 31, 2025, compared to $268.3 million for the prior year. Income from continuing operations, net of tax, increased 65.0% to $214.5 million for the year ended December 31, 2025, compared to $130.0 million for the prior year. In connection with the distribution of Concentra, there was a one-time acceleration of $45.9 million of stock compensation expense, which reduced income from continuing operations for the year ended December 31, 2024. Additionally, during the year ended December 31, 2024, we recognized a loss on early retirement of debt of $28.8 million. Adjusted EBITDA was $493.2 million for the year ended December 31, 2025, compared to $510.4 million for the prior year. Earnings per common share from continuing operations, net of tax, increased 127.5% to $1.16 for the year ended December 31, 2025, compared to $0.51 for the prior year. Adjusted earnings per common share from continuing operations, net of tax, increased 23.4% to $1.16 for the year ended December 31, 2025, compared to $0.94 for the prior year. Prior year adjusted earnings per common share excludes the one-time acceleration of stock compensation expense and the loss on early retirement of debt. The definition of Adjusted EBITDA and a reconciliation of income from continuing operations, net of tax, to Adjusted EBITDA are presented in table IX of this release. A reconciliation of earnings per common share from continuing operations, net of tax, to adjusted earnings per common share from continuing operations, net of tax, is presented in table X of this release.On November 25, 2024, we completed a tax-free distribution of 104,093,503 shares of common stock of Concentra to our stockholders. Following the completion of the distribution, we no longer own any shares of Concentra's common stock. The results of Concentra, and related transaction costs, have been reflected as discontinued operations in the prior period consolidated statements of operations.On November 24, 2025, the Company received a non-binding indication of interest from Robert A. Ortenzio, our Executive Chairman, Co-Founder and Director, to acquire all of the Company's outstanding shares for cash consideration of $16.00 to $16.20 per share of our common stock (the "Proposal" and such transaction, the "Take Private Transaction"). Mr. Ortenzio publicly announced the Proposal on November 24, 2025 in a Schedule 13D filing with the SEC. On November 25, 2025, in connection with the Proposal, the disinterested members of the Board of Directors met and voted to form an independent special committee of the Board of Directors (the "Special Committee"). The Special Committee is carefully reviewing and evaluating the Proposal in consultation with their advisors and will determine the appropriate course of action in the best interests of the Company and its stockholders. In connection therewith, the Special Committee is evaluating other potential strategic alternatives to maximize stockholder value.Company OverviewSelect Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. Select Medical's reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. As of December 31, 2025, Select Medical operated 104 critical illness recovery hospitals in 28 states, 38 rehabilitation hospitals in 15 states, and 1,917 outpatient rehabilitation clinics in 39 states and the District of Columbia. At December 31, 2025, Select Medical had operations in 39 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.Critical Illness Recovery Hospital SegmentFor the fourth quarter ended December 31, 2025, revenue for the critical illness recovery hospital segment increased 4.9% to $629.7 million, compared to $600.4 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 5.3% to $66.4 million for the fourth quarter ended December 31, 2025, compared to $63.1 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 10.5% both the fourth quarters ended December 31, 2025 and 2024. Certain critical illness recovery hospital key statistics are presented in table VII of this release for the fourth quarters ended December 31, 2025 and 2024.For the year ended December 31, 2025, revenue for the critical illness recovery hospital segment increased 1.4% to $2,477.8 million, compared to $2,444.2 million for the prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $265.4 million for the year ended December 31, 2025, compared to $301.6 million for the prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 10.7% for the year ended December 31, 2025, compared to 12.3% for the prior year. Certain critical illness recovery hospital key statistics are presented in table VIII of this release for the years ended December 31, 2025 and 2024.Rehabilitation Hospital SegmentFor the fourth quarter ended December 31, 2025, revenue for the rehabilitation hospital segment increased 15.2% to $339.2 million, compared to $294.4 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 11.1% to $69.2 million for the fourth quarter ended December 31, 2025, compared to $62.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 20.4% for the fourth quarter ended December 31, 2025, compared to 21.2% for the same quarter, prior year. Certain rehabilitation hospital key statistics are presented in table VII of this release for both the fourth quarters ended December 31, 2025 and 2024.For the year ended December 31, 2025, revenue for the rehabilitation hospital segment increased 16.1% to $1,289.0 million, compared to $1,110.6 million for the prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 13.4% to $278.6 million for the year ended December 31, 2025, compared to $245.7 million for the prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 21.6% for the year ended December 31, 2025, compared to 22.1% for the prior year. Certain rehabilitation hospital key statistics are presented in table VIII of this release for the years ended December 31, 2025 and 2024.Outpatient Rehabilitation SegmentFor the fourth quarter ended December 31, 2025, revenue for the outpatient rehabilitation segment increased 1.6% to $324.6 million, compared to $319.6 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $11.2 million for the fourth quarter ended December 31, 2025, compared to $26.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 3.4% for the fourth quarter ended December 31, 2025, compared to 8.3% for the same quarter, prior year. Certain outpatient rehabilitation key statistics are presented in table VII of this release for the fourth quarters ended December 31, 2025 and 2024.For the year ended December 31, 2025, revenue for the outpatient rehabilitation segment increased 2.8% to $1,284.9 million, compared to $1,250.3 million for the prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $90.2 million for the year ended December 31, 2025, compared to $108.6 million for the prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 7.0% for the year ended December 31, 2025, compared to 8.7% for the prior year. Certain outpatient rehabilitation key statistics are presented in table VIII of this release for the years ended December 31, 2025 and 2024.DividendOn February 12, 2026, Select Medical's Board of Directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about March 12, 2026 to stockholders of record as of the close of business on March 2, 2026.There is no assurance that future dividends will be declared. The declaration and payment of dividends in the future are at the discretion of Select Medical's Board of Directors after taking into account various factors, including, but not limited to, Select Medical's financial condition, operating results, available cash and current and anticipated cash needs, the terms of Select Medical's indebtedness, and other factors Select Medical's Board of Directors may deem to be relevant.Stock Repurchase ProgramThe Board of Directors of Select Medical has authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. The common stock repurchase program will remain in effect until December 31, 2027, unless further extended or earlier terminated by the Board of Directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Select Medical deems appropriate. Select Medical funds this program with cash on hand and borrowings under its revolving credit facility.During the year ended December 31, 2025, Select Medical repurchased 6,375,512 shares at a cost of approximately $96.5 million, or $15.13 per share, which includes transaction costs. From the inception of the common stock repurchase program through December 31, 2025, Select Medical has repurchased 54,610,335 shares at a cost of approximately $696.8 million, or $12.76 per share, which includes transaction costs. On August 16, 2022, Congress passed the Inflation Reduction Act of 2022, which enacted a 1% excise tax on stock repurchases that exceed $1.0 million, effective January 1, 2023. For the year ended December 31, 2025, $0.8 million has been accrued for the 1% excise tax as a cost of the stock repurchase.Business OutlookSelect Medical is issuing its business outlook for 2026. Select Medical expects revenue to be in the range of $5.6 billion to $5.8 billion, Adjusted EBITDA to be in the range of $520.0 million to $540.0 million, and fully diluted earnings per share to be in the range of $1.22 to $1.32. A reconciliation of full year 2026 Adjusted EBITDA expectations to income from continuing operations, net of tax, is presented in table XI of this release.Conference CallSelect Medical will host a conference call regarding its results for the fourth quarter and full year ended December 31, 2025, and its business outlook on Friday, February 20, 2026, at 9:00am ET. The conference call will be a live webcast and can be accessed at Select Medical Holdings Corporation's website at www.selectmedicalholdings.com. A replay of the webcast will be available shortly after the call through the same link.For listeners wishing to dial-in via telephone, or participate in the question and answer session, you may pre-register for the call at Select Medical Earnings Call Registration to obtain your dial-in number and unique passcode.*   *   *   *   *Certain statements contained herein that are not descriptions of historical facts are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), including statements related to Select Medical's 2026 long-term business outlook. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to factors including the following:changes in government reimbursement for our services and/or new payment policies may result in a reduction in revenue, an increase in costs, and a reduction in profitability;adverse economic conditions including an inflationary environment, and changes to United States tariff and import/export regulations, could cause us to continue to experience increases in the prices of labor and other costs of doing business resulting in a negative impact on our business, operating results, cash flows, and financial condition;shortages in qualified nurses, therapists, physicians, or other licensed providers, and/or the inability to attract or retain qualified healthcare professionals could limit our ability to staff our facilities;shortages in qualified health professionals could cause us to increase our dependence on contract labor, increase our efforts to recruit and train new employees, and expand upon our initiatives to retain existing staff, which could increase our operating costs significantly;the negative impact of public threats such as a global pandemic or widespread outbreak of an infectious disease similar to the COVID-19 pandemic;the failure of our Medicare-certified long term care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our revenue and profitability to decline;the failure of our Medicare-certified long term care hospitals and inpatient rehabilitation facilities operated as "hospitals within hospitals" to qualify as hospitals separate from their host hospitals may cause our revenue and profitability to decline;a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources, or expose us to unforeseen liabilities;our plans and expectations related to our acquisitions and our ability to realize anticipated synergies;private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;the failure to maintain established relationships with the physicians in the areas we serve could reduce our revenue and profitability;the impact of the non-binding indication of interest from our Executive Chairman, Co-Founder and Director, and the Board of Directors' evaluation of the proposal on our business and results of operations;competition may limit our ability to grow and result in a decrease in our revenue and profitability;the loss of key members of our management team could significantly disrupt our operations;the effect of claims asserted against us could subject us to substantial uninsured liabilities;a security breach of our or our third-party vendors' information technology systems may subject us to potential legal and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act; andother factors discussed from time to time in our filings with the Securities and Exchange Commission (the "SEC"), including factors discussed under the heading "Risk Factors" of the annual report on Form 10-K for the year ended December 31, 2025.Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.Investor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.comI.  Condensed Consolidated Statements of OperationsFor the Three Months Ended December 31, 2024 and 2025 (In thousands, except per share amounts, unaudited)


2024
2025
% ChangeRevenue
$             1,312,564
$             1,396,634
6.4 %Costs and expenses:





Cost of services, exclusive of depreciation and amortization
1,175,099
1,250,800
6.4General and administrative
80,197
45,693
(43.0)Depreciation and amortization
36,283
36,205
(0.2)Total costs and expenses
1,291,579
1,332,698
3.2Other operating income
106
—
N/MIncome from continuing operations before other income and expense
21,091
63,936
203.1Other income and expense:





Loss on early retirement of debt
(17,906)
—
N/MEquity in earnings of unconsolidated subsidiaries
10,423
15,399
47.7Interest expense
(28,551)
(28,871)
1.1Income (loss) from continuing operations before income taxes
(14,943)
50,464
437.7Income tax expense (benefit) from continuing operations
(4,487)
12,722
383.5Income (loss) from continuing operations, net of tax
(10,456)
37,742
461.0Discontinued operations:





Income from discontinued business
24,669
—
N/MIncome tax expense from discontinued business
10,457
—
N/MIncome from discontinued operations, net of tax
14,212
—
N/MNet income
3,756
37,742
904.8Less: Net income attributable to non-controlling interests
19,806
17,568
(11.3)Net income (loss) attributable to Select Medical
$                (16,050)
$                  20,174
225.7Net income (loss) attributable to Select Medical's common stockholders:





Income (loss) from continuing operations, net of tax
$                (23,664)
$                  20,174

Income from discontinued operations, net of tax
7,614
—

Net income (loss) attributable to Select Medical's common stockholders
$                (16,050)
$                  20,174

Basic earnings (loss) per common share:





Continuing operations
$                     (0.18)
$                       0.16

Discontinued operations
0.06
—

Total basic earnings (loss) per common share(1)
$                     (0.12)
$                       0.16

Diluted earnings (loss) per common share:





Continuing operations
$                     (0.19)
$                       0.16

Discontinued operations
0.06
—

Total diluted earnings (loss) per common share(1)
$                     (0.13)
$                       0.16














(1)Refer to table III for calculation of earnings per common share.N/MNot meaningful. II.  Condensed Consolidated Statements of OperationsFor the Years Ended December 31, 2024 and 2025 (In thousands, except per share amounts, unaudited)


2024
2025
% ChangeRevenue
$             5,187,105
$             5,452,830
5.1 %Costs and expenses:





Cost of services, exclusive of depreciation and amortization
4,553,461
4,823,535
5.9General and administrative
225,869
154,414
(31.6)Depreciation and amortization
142,866
140,303
(1.8)Total costs and expenses
4,922,196
5,118,252
4.0Other operating income
3,406
1,592
(53.3)Income from continuing operations before other income and expense
268,315
336,170
25.3Other income and expense:





Loss on early retirement of debt
(28,845)
—
N/MEquity in earnings of unconsolidated subsidiaries
63,904
54,521
(14.7)Interest expense
(128,605)
(117,942)
(8.3)Income from continuing operations before income taxes
174,769
272,749
56.1Income tax expense from continuing operations
44,782
58,216
30.0Income from continuing operations, net of tax
129,987
214,533
65.0Discontinued operations:





Income from discontinued business
223,414
—
N/MIncome tax expense from discontinued business
56,697
—
N/MIncome from discontinued operations, net of tax
166,717
—
N/MNet income
296,704
214,533
(27.7)Less: Net income attributable to non-controlling interests
82,666
68,314
(17.4)Net income attributable to Select Medical
$                214,038
$                146,219
(31.7) %Net income attributable to Select Medical's common stockholders:





Income from continuing operations, net of tax
$                  65,473
$                146,219

Income from discontinued operations, net of tax
148,565
—

Net income attributable to Select Medical's common stockholders:
$                214,038
$                146,219

Earnings per common share:





Continuing operations - basic and diluted
$                       0.51
$                       1.16

Discontinued operations - basic and diluted
1.15
—

 Total earnings per common share - basic and diluted:(1)
$                       1.66
$                       1.16














(1)Refer to table III for calculation of earnings per common share.N/MNot meaningful. III.  Earnings per ShareFor the Three Months and Years Ended December 31, 2024 and 2025 (In thousands, except per share amounts, unaudited)Select Medical's capital structure includes common stock and unvested restricted stock awards. To compute earnings per share ("EPS"), Select Medical applies the two-class method because its unvested restricted stock awards are participating securities which are entitled to participate equally with its common stock in undistributed earnings. Select Medical applies the treasury stock method when computing diluted EPS.The following table sets forth the income from continuing operations, net of tax, attributable to Select Medical's common stockholders, its common shares outstanding, and its participating securities outstanding for the three months and years ended December 31, 2024 and 2025:

Basic EPS

Three Months Ended
December 31,
Years Ended December 31,

2024
2025
2024
2025Income (loss) from continuing operations, net of tax
$        (10,456)
$          37,742
$        129,987
$        214,533Less: Net income attributable to non-controlling interests
13,208
17,568
64,514
68,314Income (loss) from continuing operations, net of tax,
attributable to Select Medical's common stockholders
(23,664)
20,174
65,473
146,219Less: distributed and undistributed net income (loss)
attributable to participating securities(1)
(597)
542
2,319
3,354Income (loss) from continuing operations, net of tax, 
attributable to common shares
$        (23,067)
$          19,632
$          63,154
$        142,865 The following tables set forth the computation of EPS for the three months and years ended December 31, 2024 and 2025:

Three Months Ended December 31,

2024

Loss from
Continuing
Operations,
Net of Tax,
Allocation -
Basic
Basic
Shares(1)
Basic EPS

Loss from
Continuing
Operations,
Net of Tax,
Allocation -
Diluted
Diluted
Shares(1)
Diluted EPSCommon shares
$        (23,067)
125,923
$           (0.18)

$        (23,664)
127,535
$           (0.19)Participating securities
(597)
3,261
$           (0.18)






Total
$        (23,664)










 

Three Months Ended December 31,

2025

Income from
Continuing
Operations, Net of
Tax, Allocation
Shares(1)
Basic and Diluted
EPSCommon shares
$                      19,632
120,634
$                          0.16Participating securities
542
3,331
$                          0.16Total
$                      20,174



 

Year Ended December 31,

2024

2025

Income from
Continuing
Operations,
Net of Tax,
Allocation
Shares(1)
Basic and
Diluted EPS

Income from
Continuing
Operations,
Net of Tax,
Allocation
Shares(1)
Basic and
Diluted EPSCommon shares
$          63,154
124,614
$             0.51

$        142,865
122,647
$             1.16Participating securities
2,319
4,576
$             0.51

3,354
2,879
$             1.16Total
$          65,473





$        146,219
















(1)Represents the weighted average share count outstanding during the period. IV.  Condensed Consolidated Balance Sheets (In thousands, unaudited)


December 31,

2024
2025Assets



Current Assets:



Cash and cash equivalents
$                       59,694
$                       26,523Accounts receivable
821,385
864,207Other current assets
138,698
134,551Total Current Assets
1,019,777
1,025,281Operating lease right-of-use assets
908,095
957,904Property and equipment, net
872,185
992,314Goodwill
2,331,898
2,360,902Identifiable intangible assets, net
103,183
100,800Other assets
372,813
414,388Total Assets
$                  5,607,951
$                  5,851,589Liabilities and Equity



Current Liabilities:



Payables and accruals
$                     777,781
$                     771,872Current operating lease liabilities
179,601
188,405Current portion of long-term debt and notes payable
20,269
24,217Total Current Liabilities
977,651
984,494Non-current operating lease liabilities
787,124
835,362Long-term debt, net of current portion
1,691,546
1,803,979Non-current deferred tax liability
81,497
112,157Other non-current liabilities
73,038
79,858Total Liabilities
3,610,856
3,815,850Redeemable non-controlling interests
10,167
18,808Total Equity
1,986,928
2,016,931Total Liabilities and Equity
$                  5,607,951
$                  5,851,589 V.  Condensed Consolidated Statements of Cash FlowsFor the Three Months Ended December 31, 2024 and 2025 (In thousands, unaudited)


2024
2025Operating activities



Net income
$                         3,756
$                       37,742Adjustments to reconcile net income to net cash provided by operating activities:



Distributions from unconsolidated subsidiaries
8,742
10,155Depreciation and amortization
45,743
36,205Provision for expected credit losses
2,620
301Equity in earnings of unconsolidated subsidiaries
(10,423)
(15,399)Loss on extinguishment of debt
8,099
—Loss on sale of assets and businesses
48
55Stock compensation expense
61,271
4,523Amortization of debt discount, premium and issuance costs
684
783Deferred income taxes
2,507
20,105Changes in operating assets and liabilities, net of effects of business combinations:



Accounts receivable
20,916
(38,698) Other current assets
10,216
7,911 Other assets
(1,009)
(13,864) Accounts payable and accrued expenses
(27,738)
14,506Net cash provided by operating activities
125,432
64,325Investing activities



Business combinations, net of cash acquired
(10,786)
(7,596)Purchases of property and equipment
(63,429)
(59,100)Investment in businesses
—
(1,455)Proceeds from sales and exchanges of assets and sale of business
22
1,259Net cash used in investing activities
(74,193)
(66,892)Financing activities



Borrowings on revolving facilities
290,000
320,000Payments on revolving facilities
(195,000)
(370,000)Proceeds from term loans, net of issuance costs
1,043,355
—Payments on term loans
(372,982)
(2,625)Payment on senior notes, including call premium
(1,237,764)
—Proceeds from senior notes, net of issuance costs
539,261
—Borrowings of other debt
4,086
59,696Principal payments on other debt
(29,498)
(8,363)Dividends paid to common stockholders
(16,124)
(7,751)Repurchase of common stock
(19,981)
(542)Increase in overdrafts
11,630
16,751Proceeds from issuance of non-controlling interests
6,300
2,940Distributions to and purchases of non-controlling interests
(24,201)
(41,070)Cash transferred to Concentra at separation
(182,095)
—Net cash used in financing activities
(183,013)
(30,964)Net decrease in cash and cash equivalents
(131,774)
(33,531)Cash and cash equivalents at beginning of period
191,468
60,054Cash and cash equivalents at end of period
$                       59,694
$                       26,523Supplemental information:



Cash paid for interest
$                       39,472
$                       36,622Cash paid for taxes
30,491
3,904 VI.  Condensed Consolidated Statements of Cash FlowsFor the Years Ended December 31, 2024 and 2025 (In thousands, unaudited)


2024
2025Operating activities



Net income
$                     296,704
$                     214,533Adjustments to reconcile net income to net cash provided by operating activities:



Distributions from unconsolidated subsidiaries
39,178
52,970Depreciation and amortization
203,894
140,303Provision for expected credit losses
4,279
2,362Equity in earnings of unconsolidated subsidiaries
(60,228)
(54,521)Loss on extinguishment of debt
19,038
—(Gain) loss on sale of assets and businesses
(1,063)
8Stock compensation expense
100,670
16,702Amortization of debt discount, premium and issuance costs
2,963
3,136Deferred income taxes
(32,434)
30,652Changes in operating assets and liabilities, net of effects of business combinations:



Accounts receivable
(95,845)
(45,185) Other current assets
18,072
413 Other assets
12,933
(8,808) Accounts payable and accrued expenses
9,703
(6,098)Net cash provided by operating activities
517,864
346,467Investing activities



Business combinations, net of cash acquired
(13,097)
(9,197)Purchases of property and equipment
(222,177)
(229,225)Investment in businesses
—
(1,455)Proceeds from sales and exchanges of assets and sale of business
4,263
23,391Net cash used in investing activities
(231,011)
(216,486)Financing activities



Borrowings on revolving facilities
1,240,000
1,290,000Payments on revolving facilities
(1,415,000)
(1,295,000)Proceeds from term loans, net of issuance costs
1,880,052
—Payments on term loans
(2,092,485)
(10,500)Payment on senior notes, including call premium
(1,237,764)
—Proceeds from senior notes, net of issuance costs
1,176,598
—Borrowings of other debt
24,892
101,218Principal payments on other debt
(65,280)
(34,328)Dividends paid to common stockholders
(64,617)
(31,435)Repurchase of common stock
(37,905)
(100,077)Decrease in overdrafts
(4,471)
(9,052)Proceeds from issuance of non-controlling interests
15,713
15,904Distributions to and purchases of non-controlling interests
(60,001)
(89,882)Proceeds from Concentra initial public offering
511,198
—Cash transferred to Concentra at separation
(182,095)
—Net cash used in financing activities
(311,165)
(163,152)Net decrease in cash and cash equivalents
(24,312)
(33,171)Cash and cash equivalents at beginning of period
84,006
59,694Cash and cash equivalents at end of period
$                       59,694
$                       26,523Supplemental information:



Cash paid for interest, excluding amounts received of $68,069 under the
interest rate cap contract in 2024
$                     256,229
$                     120,624Cash paid for taxes
133,187
26,022 VII.  Key Statistics
For the Three Months Ended December 31, 2024 and 2025 (unaudited)


2024
2025
% ChangeCritical Illness Recovery Hospital





Number of hospitals operated – end of period(a)
104
104

Revenue (,000)
$          600,445
$          629,716
4.9 %Number of patient days(b)(c)
274,134
271,417
(1.0) %Number of admissions(b)(d)
8,691
8,950
3.0 %Revenue per patient day(b)(e)
$              2,183
$              2,312
5.9 %Occupancy rate(b)(f)
67 %
67 %
0.0 %Adjusted EBITDA (,000)
$            63,098
$            66,413
5.3 %Adjusted EBITDA margin
10.5 %
10.5 %

Rehabilitation Hospital





Number of hospitals operated – end of period(a)
35
38

Revenue (,000)
$          294,352
$          339,184
15.2 %Number of patient days(b)(c)
119,870
131,591
9.8 %Number of admissions(b)(d)
8,626
9,452
9.6 %Revenue per patient day(b)(e)
$              2,177
$              2,311
6.2 %Occupancy rate(b)(f)
81 %
82 %
1.2 %Adjusted EBITDA (,000)
$            62,277
$            69,195
11.1 %Adjusted EBITDA margin
21.2 %
20.4 %

Outpatient Rehabilitation





Number of clinics operated – end of period(a)
1,914
1,917

Working days(g)
64
64

Revenue (,000)
$          319,598
$          324,564
1.6 %Number of visits(b)(h)
2,811,704
2,948,604
4.9 %Revenue per visit(b)(i)
$                  102
$                    98
(3.9) %Adjusted EBITDA (,000)
$            26,561
$            11,179
(57.9) %Adjusted EBITDA margin
8.3 %
3.4 %














(a)Includes managed locations.(b)Excludes managed locations.(c)Each patient day represents one patient occupying one bed for one day during the periods presented.(d)Represents the number of patients admitted to Select Medical's hospitals during the periods presented.(e)Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues from certain other ancillary and outpatient services provided at Select Medical's hospitals, by the total number of patient days.(f)Represents the portion of our hospitals being utilized for patient care during the periods presented. Occupancy rate is calculated using the number of patient days, as presented above, divided by the total number of bed days available during the period. Bed days available is derived by adding the daily number of available licensed beds for each of the periods presented.(g)Represents the number of days in which normal business operations were conducted during the periods presented.(h)Represents the number of visits in which patients were treated at Select Medical's outpatient rehabilitation clinics during the periods presented.(i)Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from certain other ancillary services, by the total number of visits. VIII.  Key Statistics
For the Years Ended December 31, 2024 and 2025(unaudited)


2024
2025
% ChangeCritical Illness Recovery Hospital





Number of hospitals operated – end of period(a)
104
104

Revenue (,000)
$       2,444,196
$       2,477,814
1.4 %Number of patient days(b)(c)
1,118,757
1,107,387
(1.0) %Number of admissions(b)(d)
35,784
36,126
1.0 %Revenue per patient day(b)(e)
$              2,177
$              2,230
2.4 %Occupancy rate(b)(f)
68 %
69 %
1.5 %Adjusted EBITDA (,000)
$          301,634
$          265,447
(12.0) %Adjusted EBITDA margin
12.3 %
10.7 %

Rehabilitation Hospital





Number of hospitals operated – end of period(a)
35
38

Revenue (,000)
$       1,110,592
$       1,288,954
16.1 %Number of patient days(b)(c)
470,594
510,127
8.4 %Number of admissions(b)(d)
33,665
36,787
9.3 %Revenue per patient day(b)(e)
$              2,134
$              2,260
5.9 %Occupancy rate(b)(f)
84 %
82 %
(2.4) %Adjusted EBITDA (,000)
$          245,748
$          278,622
13.4 %Adjusted EBITDA margin
22.1 %
21.6 %

Outpatient Rehabilitation





Number of clinics operated – end of period(a)
1,914
1,917

Working days(g)
256
255

Revenue (,000)
$       1,250,294
$       1,284,873
2.8 %Number of visits(b)(h)
11,147,920
11,517,388
3.3 %Revenue per visit(b)(i)
$                  101
$                  100
(1.0) %Adjusted EBITDA (,000)
$          108,577
$            90,163
(17.0) %Adjusted EBITDA margin
8.7 %
7.0 %














(a)Includes managed locations.(b)Excludes managed locations.(c)Each patient day represents one patient occupying one bed for one day during the periods presented.(d)Represents the number of patients admitted to Select Medical's hospitals during the periods presented.(e)Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues from certain other ancillary and outpatient services provided at Select Medical's hospitals, by the total number of patient days.(f)Represents the portion of our hospitals being utilized for patient care during the periods presented. Occupancy rate is calculated using the number of patient days, as presented above, divided by the total number of bed days available during the period. Bed days available is derived by adding the daily number of available licensed beds for each of the periods presented.(g)Represents the number of days in which normal business operations were conducted during the periods presented.(h)Represents the number of visits in which patients were treated at Select Medical's outpatient rehabilitation clinics during the periods presented.(i)Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from certain other ancillary services, by the total number of visits. IX.  Income from Continuing Operations, Net of Tax, to Adjusted EBITDA ReconciliationFor the Three Months and Years Ended December 31, 2024 and 2025 (In thousands, unaudited)The presentation of Adjusted EBITDA is important to investors because Adjusted EBITDA is commonly used as an analytical indicator of performance by investors within the healthcare industry. Adjusted EBITDA is used by management to evaluate financial performance and determine resource allocation for each of Select Medical's segments. Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States of America ("GAAP"). Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, income from continuing operations, income from continuing operations before other income and expense, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying definitions, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.The following table reconciles income from continuing operations, net of tax, to Adjusted EBITDA for Select Medical. Adjusted EBITDA is used by Select Medical to report its segment performance. Adjusted EBITDA is defined as earnings from continuing operations excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, transaction costs associated with the Concentra separation, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries.
Three Months EndedDecember 31,

Years EndedDecember 31,
2024
2025

2024
2025Income (loss) from continuing operations, net of tax$        (10,456)
$          37,742

$        129,987
$       214,533Income tax expense (benefit)(4,487)
12,722

44,782
58,216Interest expense28,551
28,871

128,605
117,942Equity in earnings of unconsolidated subsidiaries(10,423)
(15,399)

(63,904)
(54,521)Loss on early retirement of debt17,906
—

28,845
—Income from continuing operations before other income and expense$          21,091
$          63,936

$        268,315
$       336,170Stock compensation expense:







Included in general and administrative47,414
3,571

79,931
13,285Included in cost of services12,902
952

19,283
3,417Depreciation and amortization36,283
36,205

142,866
140,303Concentra separation transaction costs(b)(1,698)
—

—
—Adjusted EBITDA$        115,992
$        104,664

$        510,395
$       493,175








Critical illness recovery hospital$          63,098
$          66,413

$        301,634
$       265,447Rehabilitation hospital62,277
69,195

245,748
278,622Outpatient rehabilitation26,561
11,179

108,577
90,163Other(a)(35,944)
(42,123)

(145,564)
(141,057)Adjusted EBITDA$        115,992
$        104,664

$        510,395
$       493,175












(a)Other primarily includes general and administrative costs and other operating income, as discussed further above.(b)During the three months ended December 31, 2024, transaction costs of $1.7 million recognized in previous periods were reclassified from income from continuing operations to income from discontinued operations. Total Concentra separation transaction costs of $16.3 million were recognized during the year ended December 31, 2024 and included in income from discontinued business. X.  Reconciliation of Earnings per Common Share from Continuing Operations, Net of Tax, to Adjusted Earnings per Common Share from Continuing Operations, Net of TaxFor the Years Ended December 31, 2024 and 2025 (In thousands, except per share amounts, unaudited)Adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are not measures of financial performance under GAAP. Items excluded from adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are significant components in understanding and assessing financial performance. Select Medical believes that the presentation of adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are important to investors because they are reflective of the financial performance of Select Medical's ongoing operations and provide better comparability of its results of operations between periods. Adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations should not be considered in isolation or as alternatives to, or substitutes for, income from continuing operations, net of tax, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations as presented may not be comparable to other similarly titled measures of other companies.The following tables reconcile income from continuing operations, net of tax, attributable to common shares and earnings per common share from continuing operations on a fully diluted basis to adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations on a fully diluted basis. 
Three Months Ended December 31,
2024
Per Share(a)
2025
Per Share(a)Income (loss) from continuing operations, net of tax,
attributable to common shares(a)$           (23,664)
$               (0.19)
$             19,632
0.16Adjustments:(b)






Loss on early retirement of debt, net of tax12,885
0.10
—
—Concentra separation transaction costs, net of tax(1,241)
(0.01)
—
—Stock compensation expense due to accelerated
vesting, net of tax34,645
0.28
—
—Adjusted income from continuing operations, net of
tax, attributable to common shares$             22,625
$                 0.18
$             19,632
$                 0.16

Years Ended December 31,
2024
Per Share(a)
2025
Per Share(a)Income from continuing operations, net of tax,
attributable to common shares(a)$             63,154
$                 0.51
$          142,865
$                 1.16Adjustments:(b)






Loss on early retirement of debt, net of tax20,311
0.16
—
—Stock compensation expense due to accelerated
vesting, net of tax33,846
0.27
—
—Adjusted income from continuing operations, net of
tax, attributable to common shares$           117,311
$                 0.94
$          142,865
$                 1.16












(a)Income from continuing operations, net of tax, attributable to common shares and earnings per common share from continuing operations are calculated based on the diluted weighted average common shares outstanding, as presented in table III.(b)Adjustments to income from continuing operations, net of tax, attributable to common shares include estimated income tax and non-controlling interest impacts and are calculated based on the diluted weighted average common shares outstanding. The estimated income tax impact, which is determined using tax rates based on the nature of the adjustment and the jurisdiction in which the adjustment occurred, includes both current and deferred income tax expense or benefit. XI.  Income from Continuing Operations, Net of Tax, to Adjusted EBITDA ReconciliationBusiness Outlook for the Year Ending December 31, 2026 (In millions, unaudited)The following is a reconciliation of full year 2026 Adjusted EBITDA expectations as computed at the low and high points of the range to the closest comparable GAAP financial measure. Refer to table IX for the definition of Adjusted EBITDA and a discussion of Select Medical's use of Adjusted EBITDA in evaluating financial performance. Each item presented in the below table is an estimation of full year 2026 expectations.
RangeNon-GAAP Measure ReconciliationLow
HighIncome from continuing operations, net of tax, attributable to Select Medical$                            152
$                            164Net income attributable to non-controlling interests76
80Income from continuing operations, net of tax228
244Income tax expense64
69Interest expense118
118Equity in earnings of unconsolidated subsidiaries(57)
(58)Income from continuing operations before other income and expense353
373Stock compensation expense21
21Depreciation and amortization146
146Adjusted EBITDA$                            520
$                            540 



View original content:https://www.prnewswire.com/news-releases/select-medical-holdings-corporation-announces-results-for-its-fourth-quarter-and-year-ended-december-31-2025-its-2026-business-outlook-and-cash-dividend-302693001.htmlSOURCE Select Medical Holdings Corporation

Original: Select Medical Holdings Corporation Announces Results For Its Fourth Quarter and Year Ended December 31, 2025, Its 2026 Business Outlook, and Cash Dividend

News: $SEM Select Medical Holdings (SEM) Q2 2020 Earnings Call Transcript

Image source: The Motley Fool. Select Medical Holdings   (NYSE: SEM) Q2 2020 Earnings Call Jul 31, 2020 , 9:00 a.m. ET Operator Continue reading

Find out more SEM - Select Medical Holdings (SEM) Q2 2020 Earnings Call Transcript

Moved up nicely. Thoughts on where this is going in next six months or so?

strong chart

SEM bullish 11.05

Select Medical issues guidance for 2013; sees EPS of $0.98-1.04 vs. $1.04 Capital IQ Consensus; sees revs of $2.95-3.05 bln vs. $3.03 bln Capital IQ Consensus Estimate. (SEM) : Co issues in-line guidance for FY13 (Dec), sees EPS of $0.98-1.04 vs. $1.04 Capital IQ Consensus Estimate; sees FY13 (Dec) revs of $2.95-3.05 bln vs. $3.03 bln Capital IQ Consensus Estimate.

The above business outlook includes the expected financial impact to outpatient therapy payments related to the multiple procedure payment reduction change included in the American Taxpayer Relief Act of 2012, which would become effective for outpatient therapy services on April 1, 2013. Select Medical estimates this negative impact to net operating revenues and Adjusted EBITDA to be between $5 million and $10 million annually for its outpatient rehabilitation segment.
The above business outlook does not include any estimated financial impact from potential sequestration cuts currently scheduled to occur on or about April 1, 2013 in the absence of further congressional action. Select Medical estimates this negative impact to net operating revenues and Adjusted EBITDA to be approximately $20 million if implemented.

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~ Thursday! $SEM ~ Earnings posted, pending or coming soon! In Charts and Links Below!

~ $SEM ~ Earnings expected on Thursday *
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*If the earnings date is in error please ignore error. I do my best.

SEM Select Medical Holdings Corporation is an operator of both specialty hospitals and outpatient rehabilitation clinics in the United States. As of December 31, 2009, the Company operated 89 long-term acute care hospitals and six inpatient rehabilitation facilities in 25 states, and 961 outpatient rehabilitation clinics in 37 states and the District of Columbia. It also provides medical rehabilitation services on a contract basis at nursing homes, hospitals, assisted living and senior care centers, schools and worksites. The Company operates in two business segments: specialty hospital and outpatient rehabilitation segments. Its specialty hospital segment consists of hospitals designed to serve the needs of long-term stay acute patients and hospitals designed to serve patients who require intensive inpatient medical rehabilitation care. Its outpatient rehabilitation business consists of clinics and contract services that provide physical, occupational and speech rehabilitation services.

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