Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report is incorporated by reference into this

At the Effective Time, each share of common stock, par value $0.001 per share, of the Company (the “ Company Shares ”) issued and outstanding immediately prior to the Effective Time, other than the Rollover Shares, Company Restricted Shares, Excluded Shares (each, as defined in the Merger Agreement) and Company Shares for which appraisal rights were demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware, ceased to exist and was automatically c…

Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant. The disclosures above under

Director — William H. Frist, Daniel J. Thomas, Katherine R. Davisson, Parvinderjit S. Khanuja, James S. Ely III, Thomas A. Scully and Marilyn B. Tavenner: Departures were in connection with the closing of the Merger and not due to any disagreement.

On June 30, 2026, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (the “ NYSE ”) that the Merger had been completed and requested that the NYSE suspend trading of the Company Shares on the NYSE prior to the opening of trading on July 1, 2026. The Company has requested that the NYSE file a notification of removal from listing on Form 25 with the U.S. Securities and Exchange Commission (the “ SEC ”) with respect to the Company Shares in order to…

On June 30, 2026, the Company and Select Medical Corporation (“ SMC ”) entered into Amendment No. 12 (the “ Select Amendment ”) to that certain Credit Agreement, dated as of March 6, 2017, by and among the Company, SMC, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2 dated as of October 26, 2018, Amendment No. 3, dated as of Augu…

As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent and certain Rollover Holders (as defined in the Merger Agreement) that retained Company Restricted Shares in the surviving company. In connection with the Merger, the aggregate purchase price paid for all outstanding Company Shares (except as described in

in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Forward Looking Statements This co…

Other Events. On May 19, 2026, Select Medical Holdings Corporation (the “ Company ” or “ Select Medical ”) filed with the U.S. Securities and Exchange Commission (the “ SEC ”) a definitive proxy statement (the “ Definitive Proxy Statement ”) with respect to the special meeting of the Company’s stockholders scheduled to be held on June 26, 2026 to, among other things, vote on a proposal to approve the previously announced acquisition of the Company by an entity affiliated with a consortium led…

Results of Operations and Financial Condition. On April 30, 2026, Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its first quarter ended March 31, 2026 (the “Press Release”). A copy of the Press Release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to

The vesting dates of certain equity awards were deferred by one year for continued service.

Other Events Dividend Declaration On April 29, 2026, the Company’s board of directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about May 28, 2026 to stockholders of record as of the close of business on May 14, 2026.

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On March 2, 2026, Select Medical Holdings Corporation (the “ Company ” or “ Select Medical ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Stallion Intermediate Corporation, a Delaware corporation (“ Parent ”), and Stallion MergerSub Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”). The Merger Agreement provides, among other things and on the ter…

Regulation FD Disclosure . On March 2, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference…

Results of Operations and Financial Condition. On February 19, 2026, Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended December 31, 2025 (the “Press Release”). A copy of the Press Release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to

Other Events Dividend Declaration On February 12, 2026, the Company’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.

CEO — Thomas P. Mullin: The filing discloses the renewal of an existing CEO's employment agreement, which is a routine administrative update rather than a change in management personnel.

Results of Operations and Financial Condition. On October 30, 2025, Select Medical Holdings Corporation (the “ Company ”) issued a press release announcing its financial results for its third quarter ended September 30, 2025 (the “ Press Release ”). A copy of the Press Release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to

Other Events Dividend Declaration On October 29, 2025, the Board declared a cash dividend of $0.0625 per share. The dividend will be payable on or about November 25, 2025 to stockholders of record as of the close of business on November 12, 2025.

CEO — Thomas P. Mullin: The filing discloses the promotion of an internal Co-President to CEO and the transition of the outgoing CEO to a board role, representing an orderly succession rather than a loss of executive talent.

Other Events Dividend Declaration On July 30, 2025, the Board declared a cash dividend of $0.0625 per share. The dividend will be payable on or about August 28, 2025 to stockholders of record as of the close of business on August 13, 2025.

Results of Operations and Financial Condition. On July 31, 2025, Select Medical Holdings Corporation (the “ Company ”) issued a press release announcing its financial results for its second quarter ended June 30, 2025 (the “ Press Release ”). A copy of the Press Release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to

Results of Operations and Financial Condition. On May 1, 2025, Select Medical Holdings Corporation (the “ Company ”) issued a press release announcing its financial results for its first quarter ended March 31, 2025 (the “ Press Release ”). A copy of the Press Release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to

Other Events Dividend Declaration On April 30, 2025, the Board declared a cash dividend of $0.0625 per share. The dividend will be payable on or about May 29, 2025 to stockholders of record as of the close of business on May 15, 2025.

The filing discloses the approval of a non-employee director compensation policy, which is a routine administrative matter and not a change in management personnel.