Select Medical Holdings Corporation Announces Stockholder Approval of Acquisition by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCAS (Form 8-K)

Select Medical Holdings Corporation Announces Stockholder Approval of Acquisition by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCAS

MECHANICSBURG, PENNSYLVANIA, June 26, 2026 -- 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.

Advisors

J.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 Medical

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 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 WCAS

WCAS 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.