UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

current report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2025

SELECT MEDICAL HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-34465		20-1764048
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices) (Zip Code)

(717) 972-1100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SEM	New York Stock Exchange (NYSE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 25.0203 ~~Results~~Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year.

On July 31 30, 2025, ~~Select Medical~~the ~~Holdings~~Board ~~Corporation~~of Directors (the “~~Company~~Board”) ~~issued~~of aSelect ~~press~~Medical ~~release~~Holdings ~~announcing~~Corporation ~~its financial results for its second quarter ended June 30, 2025~~ (the “~~Press Release~~Company”). approved Aand ~~copy~~adopted ofamendments to the ~~Press~~Company’s ~~Release~~bylaws, amending and ~~the~~restating ~~attached~~them ~~financial~~in ~~schedules are~~their ~~attached~~entirety as(the ~~Exhibit 99.1~~“Amended ~~to this report~~ and ~~incorporated herein by reference~~Restated Bylaws”).

The ~~information~~Amended inand ~~this~~Restated ~~report~~Bylaws ~~(including~~enhance ~~Exhibit 99.1)~~and isclarify ~~being~~certain ~~furnished~~procedural ~~pursuant~~and disclosure requirements related to ~~Item 2.02~~stockholder nominations of directors and ~~shall~~submissions ~~not~~of proposals beregarding ~~deemed~~other tobusiness beat ~~“filed”~~annual ~~for~~or ~~purposes~~ special meetings of ~~Section 18~~stockholders in light of the universal proxy rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 under the Securities Exchange Act of 1934. Specifically, asthe ~~amended~~Amended (and Restated Bylaws provide, among other things, that the ~~“Exchange~~stockholder ~~Act”~~must (i) include in its advance notice of nomination, ora ~~otherwise~~representation ~~subject~~that tothe stockholder intends to deliver a proxy statement and form of proxy to holders of the ~~liabilities~~Company’s voting shares representing at least 67% of ~~that~~the ~~section,~~voting ~~nor~~power ~~shall~~of itthe beshares ~~deemed~~entitled to bevote ~~incorporated~~generally byin ~~reference~~the inelection ~~any~~of ~~filing~~directors and all other information required under Rule 14a-19, and (ii) provide evidence that the ~~Securities~~stockholder ~~Act~~has solicited proxies from holders of ~~1933,~~at least 67% of the voting power of asthe ~~amended~~Company’s (outstanding capital stock entitled to vote in the ~~“Securities~~election ~~Act”)~~of directors. In addition, orthe Amended and Restated Bylaws make certain other clarifying and procedural changes to the ~~Exchange~~Company’s ~~Act~~advanced notice bylaws.

~~Item~~The 8foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is filed as Exhibit 3.011 ~~Other~~to ~~Events~~this Current Report on Form 8-K and incorporated herein by reference.

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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated July 31, 2025, announcing financial results for the second quarter ended June 30, 2025 and cash dividend.
3.1	Amended and Restated Bylaws of Select Medical Holdings Corporation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SELECT MEDICAL HOLDINGS CORPORATION
Date: July 31, 2025	By:	/s/ Michael E. Tarvin
Date: August 4, 2025	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin
		Senior Executive Vice President, General Counsel and Secretary

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