{"filing":{"accession_number":"0001104659-26-079643","cik":"0001320414","ticker":"SEM","company_name":"SELECT MEDICAL HOLDINGS CORP","form":"8-K","filing_date":"2026-07-01","report_date":null,"primary_document":"tm2619266d7_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1320414/000110465926079643/tm2619266d7_8k.htm"},"events":[{"id":15377,"run_id":13720,"accession_number":"0001104659-26-079643","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Select Medical Holdings Corporation was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for $16.50 per share (approximately $3.9 billion enterprise value) pursuant to a Merger Agreement dated March 2, 2026. The merger became effective on July 1, 2026, resulting in a change of control, conversion of all outstanding shares to cash consideration, and delisting from NYSE.","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13114,"accession_number":"0001104659-26-079643","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a material acquisition of Select Medical Holdings Corporation by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for $16.50 per share (approximately $3.9 billion enterprise value). The press release confirms the Certificate of Merger was filed effective July 1, 2026, resulting in delisting from NYSE and change of control. Item 1.01 explicitly addresses \"Entry into a Material Definitive Agreement\" regarding Amendment No. 12 to the credit agreement, which established a $1 billion incremental term loan to finance the acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13115,"accession_number":"0001104659-26-079643","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for $16.50 per share (approximately $3.9 billion enterprise value). The filing describes the effective time of the merger, conversion of shares to cash consideration, and delisting from NYSE—all hallmarks of a completed change-of-control transaction. The press release confirms the Certificate of Merger was filed effective July 1, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13116,"accession_number":"0001104659-26-079643","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a material acquisition of Select Medical by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS pursuant to a Merger Agreement dated March 2, 2026. The transaction valued the Company at approximately $3.9 billion at $16.50 per share, represents a change of control (the Consortium now has majority economic interest), and resulted in delisting from NYSE as of July 1, 2026. While Item 2.03 addresses direct financial obligations, the core event is the completed merger/acquisition, which is the material change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13118,"accession_number":"0001104659-26-079643","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 explicitly discloses that on June 30, 2026, Select Medical notified the NYSE of the completion of a merger and requested suspension of trading and delisting of the Company Shares from the NYSE effective July 1, 2026. The company intends to file Form 15 to deregister under Section 12(g) of the Exchange Act, suspending reporting obligations. This is a material delisting event triggered by the completion of the acquisition by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13119,"accession_number":"0001104659-26-079643","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses the completion of a merger in which Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS for $16.50 per share (approximately $3.9 billion enterprise value). The filing confirms the Effective Time occurred on July 1, 2026, all outstanding shares were converted into merger consideration, and the company's common stock ceased trading on NYSE. This is a material change of control and acquisition completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13120,"accession_number":"0001104659-26-079643","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the completion of a merger in which Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for approximately $3.9 billion ($16.50 per share). The filing explicitly states \"a change of control of the Company occurred\" and that \"the Company became a wholly-owned subsidiary of Parent,\" with the merger becoming effective July 1, 2026. This is a material acquisition and change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13121,"accession_number":"0001104659-26-079643","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the completion of a merger acquisition of Select Medical by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS, effective July 1, 2026. While the section lists director departures (William H. Frist, Daniel J. Thomas, Katherine R. Davisson, Parvinderjit S. Khanuja, James S. Ely III, Thomas A. Scully, and Marilyn B. Tavenner), these are explicitly stated to be \"in connection with the closing of the Merger\" and the press release confirms the acquisition is complete at a $3.9 billion valuation with the company delisting from NYSE. The material event is the merger completion itself, not the individual director departures.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13122,"accession_number":"0001104659-26-079643","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a material acquisition whereby Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS for $16.50 per share (approximately $3.9 billion enterprise value). The Certificate of Merger became effective July 1, 2026, resulting in the company ceasing to trade on NYSE and delisting. This is a change of control transaction that fundamentally alters the registrant's status from a public company to a private entity controlled by the Consortium.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13123,"accession_number":"0001104659-26-079643","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing announces completion of a merger in which Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for $16.50 per share (approximately $3.9 billion valuation). The press release explicitly states \"the completion of its acquisition\" and notes that the company's stock will cease trading and be delisted from NYSE as of July 1, 2026. This is a material change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":13114,"accession_number":"0001104659-26-079643","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a material acquisition of Select Medical Holdings Corporation by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for $16.50 per share (approximately $3.9 billion enterprise value). The press release confirms the Certificate of Merger was filed effective July 1, 2026, resulting in delisting from NYSE and change of control. Item 1.01 explicitly addresses \"Entry into a Material Definitive Agreement\" regarding Amendment No. 12 to the credit agreement, which established a $1 billion incremental term loan to finance the acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"},{"id":13115,"accession_number":"0001104659-26-079643","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for $16.50 per share (approximately $3.9 billion enterprise value). The filing describes the effective time of the merger, conversion of shares to cash consideration, and delisting from NYSE—all hallmarks of a completed change-of-control transaction. The press release confirms the Certificate of Merger was filed effective July 1, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"},{"id":13116,"accession_number":"0001104659-26-079643","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a material acquisition of Select Medical by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS pursuant to a Merger Agreement dated March 2, 2026. The transaction valued the Company at approximately $3.9 billion at $16.50 per share, represents a change of control (the Consortium now has majority economic interest), and resulted in delisting from NYSE as of July 1, 2026. While Item 2.03 addresses direct financial obligations, the core event is the completed merger/acquisition, which is the material change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"},{"id":13118,"accession_number":"0001104659-26-079643","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 explicitly discloses that on June 30, 2026, Select Medical notified the NYSE of the completion of a merger and requested suspension of trading and delisting of the Company Shares from the NYSE effective July 1, 2026. The company intends to file Form 15 to deregister under Section 12(g) of the Exchange Act, suspending reporting obligations. This is a material delisting event triggered by the completion of the acquisition by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"},{"id":13119,"accession_number":"0001104659-26-079643","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses the completion of a merger in which Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS for $16.50 per share (approximately $3.9 billion enterprise value). The filing confirms the Effective Time occurred on July 1, 2026, all outstanding shares were converted into merger consideration, and the company's common stock ceased trading on NYSE. This is a material change of control and acquisition completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"},{"id":13120,"accession_number":"0001104659-26-079643","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the completion of a merger in which Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for approximately $3.9 billion ($16.50 per share). The filing explicitly states \"a change of control of the Company occurred\" and that \"the Company became a wholly-owned subsidiary of Parent,\" with the merger becoming effective July 1, 2026. This is a material acquisition and change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"},{"id":13121,"accession_number":"0001104659-26-079643","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the completion of a merger acquisition of Select Medical by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS, effective July 1, 2026. While the section lists director departures (William H. Frist, Daniel J. Thomas, Katherine R. Davisson, Parvinderjit S. Khanuja, James S. Ely III, Thomas A. Scully, and Marilyn B. Tavenner), these are explicitly stated to be \"in connection with the closing of the Merger\" and the press release confirms the acquisition is complete at a $3.9 billion valuation with the company delisting from NYSE. The material event is the merger completion itself, not the individual director departures.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"},{"id":13122,"accession_number":"0001104659-26-079643","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a material acquisition whereby Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS for $16.50 per share (approximately $3.9 billion enterprise value). The Certificate of Merger became effective July 1, 2026, resulting in the company ceasing to trade on NYSE and delisting. This is a change of control transaction that fundamentally alters the registrant's status from a public company to a private entity controlled by the Consortium.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"},{"id":13123,"accession_number":"0001104659-26-079643","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing announces completion of a merger in which Select Medical was acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson \u0026 Stowe for $16.50 per share (approximately $3.9 billion valuation). The press release explicitly states \"the completion of its acquisition\" and notes that the company's stock will cease trading and be delisted from NYSE as of July 1, 2026. This is a material change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T13:29:03.714268+00:00","company_name":"SELECT MEDICAL HOLDINGS CORP","ticker":"SEM","filing_date":"2026-07-01"}]}