SELECT MEDICAL HOLDINGS CORP

Select Medical Holdings Corporation announced that its stockholders approved the previously announced merger agreement with a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson & Stowe (WCAS). The merger proposal received approval from over 79.88% of outstanding shares and over 76.64% of unaffiliated shares. The company anticipates the merger will close on or about June 30, 2026, subject to the terms and conditions of the merger agreement. Stockholders also approved, on a non-binding advisory basis, certain executive compensation related to the merger.

Select Medical Holdings Corporation has announced that it is facing multiple lawsuits and demand letters from stockholders concerning its definitive proxy statement related to a proposed merger. The complaints, filed in New York and Pennsylvania, allege that the proxy statement misrepresents or omits material information regarding the acquisition by an entity affiliated with company executives and Welsh, Carson, Anderson & Stowe. Despite denying the allegations, Select Medical has decided to voluntarily provide supplemental disclosures to address the purported deficiencies, avoid nuisance, and prevent potential business delays, while maintaining that its original disclosures comply with all applicable laws.

Select Medical Holdings Corporation announced its first quarter 2026 financial results, with revenue increasing 5.0% to $1,421.5 million, but net income and Adjusted EBITDA declining by 14.7% and 6.5% respectively. The company's Board of Directors declared a cash dividend of $0.0625 per share. Additionally, the vesting dates for certain equity awards held by Executive Chairman Robert A. Ortenzio and Senior Executive Vice President Martin F. Jackson were deferred by one year, and an update on the proposed merger indicated the HSR waiting period has expired.

Select Medical Holdings Corp (SEM) announced a merger agreement to be acquired by a consortium led by its Executive Chairman for $16.50 per share in cash. For Q1 2026, the company reported revenue of $1.42 billion, an increase from $1.35 billion in Q1 2025. However, net income attributable to SEM decreased to $44.0 million ($0.35 EPS) from $56.7 million ($0.44 EPS) in the prior year period. Net cash provided by operating activities significantly improved to $37.9 million from a negative $3.5 million.

Select Medical Holdings Corporation announced that its stockholders approved all five proposals at the Annual Meeting held on April 23, 2026. Key approvals included the election of three Class II Directors, the non-binding advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Additionally, stockholders approved an amendment to phase out the classified structure of the Board of Directors and a non-binding advisory vote to provide stockholders the right to call a special meeting at a 25% ownership threshold.