NYSE: SEM SELECT MEDICAL HOLDINGS CORP 8-K

Select Medical Q1 revenue up 5% but net income falls 15%; equity vesting delayed for executives

Filed April 30, 2026 · Period ending April 28, 2026 · ~1 min read

Key Changes

high

Q1 2026 revenue rose 5.0% to $1.42B, but net income fell 14.7% to $63.8M and EPS dropped from $0.44 to $0.35 as cost of services increased 6.3% and margins compressed across most segments.

Exhibit 99.1 view on EDGAR →
high

Pending $16.50/share going-private merger with consortium led by Executive Chairman and Welsh Carson cleared HSR review on April 27; transaction expected to close mid-2026 subject to shareholder vote.

Exhibit 99.1 view on EDGAR →
medium

Board delayed vesting of 304,001 equity awards for Executive Chairman Ortenzio (190,000 shares) and SVP Jackson (114,001 shares) by one year, pushing 2026 vesting dates to 2027.

Item 5.02 verify on EDGAR →
medium

Board declared quarterly dividend of $0.0625/share payable May 28 to shareholders of record May 14, 2026.

Item 8.01 verify on EDGAR →
medium

Company reaffirmed full-year 2026 guidance: revenue $5.6B-$5.8B, Adjusted EBITDA $520M-$540M, and EPS $1.22-$1.32.

Exhibit 99.1 view on EDGAR →

Summary

Select Medical reported mixed Q1 2026 results that highlight margin pressure despite revenue growth. While top-line revenue increased 5.0% to $1.42 billion, profitability declined across all metrics: net income fell 14.7%, operating income dropped 12.7%, and Adjusted EBITDA decreased 6.5%.

The earnings miss reflects a 6.3% increase in cost of services that outpaced revenue growth, compressing margins in the critical illness recovery hospital segment (from 13.6% to 11.5%) and outpatient rehabilitation segment (from 7.9% to 6.8%). Only the rehabilitation hospital segment maintained strong performance with 14.5% revenue growth and stable 23% margins.

The company's pending $16.50/share going-private transaction cleared a key regulatory hurdle with HSR approval on April 27, keeping the mid-2026 closing timeline on track. In a notable governance move, the board delayed vesting of 304,001 equity awards for Executive Chairman Ortenzio and SVP Jackson by one year, extending their retention through 2027 without disclosed rationale. The company maintained its full-year guidance and declared a routine $0.0625 quarterly dividend. For shareholders, the Q1 margin compression raises questions about whether management can achieve the upper end of 2026 guidance, though the pending merger at $16.50/share provides a defined exit price.

Section-by-Section Diff

Event · Exhibit 99.1

~5,900 words View exhibit on EDGAR ↗

Select Medical reported Q1 2026 results with revenue up 5.0% but net income down 14.7%, declared a $0.0625 dividend, and maintained 2026 guidance.

4 Added

Added Q1 2026 earnings high

Added in current filing · verify on EDGAR →

For the first quarter ended March 31, 2026, revenue increased 5.0% to $1,421.5 million, compared to $1,353.2 million for the same quarter, prior year. Income from operations was $98.4 million for the first quarter ended March 31, 2026, compared to $112.7 million for the same quarter, prior year. Net income was $63.8 million for the first quarter ended March 31, 2026, compared to $74.7 million for the same quarter, prior year. Adjusted EBITDA was $141.6 million for the first quarter ended March 31, 2026, compared to $151.4 million for the same quarter, prior year. Earnings per common share was $0.35 for the first quarter ended March 31, 2026, compared to $0.44 for the same quarter, prior year.

Select Medical reported first quarter 2026 results showing revenue growth of 5.0% to $1.42 billion, but profitability declined across all metrics. Net income fell 14.7% to $63.8 million, income from operations dropped 12.7% to $98.4 million, and Adjusted EBITDA decreased 6.5% to $141.6 million. Earnings per share declined from $0.44 to $0.35. The revenue growth was offset by a 6.3% increase in cost of services and higher general and administrative expenses.

Added Pending merger transaction high

Added in current filing · view on EDGAR →

On March 2, 2026, the Company entered into an agreement and plan of merger with wholly owned subsidiaries of WCAS XIV, L.P., an investment fund affiliated with Welsh, Carson, Anderson & Stowe and a member of a consortium led by Robert A. Ortenzio, our Executive Chairman, Co-Founder and Director and Martin F. Jackson, our Senior Executive Vice President of Strategic Finance and Operations, pursuant to which, subject to the terms and conditions of the merger agreement, a wholly-owned subsidiary of the buyer will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of the buyer (the “Merger”). Upon completion of the Merger, each issued and outstanding share of Company common stock (subject to certain exceptions) will be converted into the right to receive $16.50 per share in cash, without interest. ... The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on April 27, 2026. ... The Company currently expects to complete the Merger in the middle of 2026

Select Medical disclosed a pending going-private transaction in which a consortium led by the company's Executive Chairman and a private equity firm will acquire all outstanding shares for $16.50 per share in cash. The Hart-Scott-Rodino antitrust waiting period expired on April 27, 2026, and the company expects to complete the merger in mid-2026, subject to stockholder approval and other customary closing conditions. Upon completion, the company's shares will be delisted from the NYSE and deregistered.

Added Quarterly dividend medium

Added in current filing · view on EDGAR →

On April 29, 2026, Select Medical’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.

The Board declared a quarterly cash dividend of $0.0625 per share, payable May 28, 2026 to stockholders of record as of May 14, 2026. The company noted that future dividends remain at the Board's discretion and depend on financial condition, operating results, and other factors.

Added Segment performance medium

Added in current filing · verify on EDGAR →

For the first quarter ended March 31, 2026, revenue for the critical illness recovery hospital segment increased 0.3% to $638.8 million, compared to $637.0 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $73.4 million for the first quarter ended March 31, 2026, compared to $86.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 11.5% for the first quarter ended March 31, 2026, compared to 13.6% for the same quarter, prior year. ... For the first quarter ended March 31, 2026, revenue for the rehabilitation hospital segment increased 14.5% to $351.9 million, compared to $307.4 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 15.1% to $81.1 million ... For the first quarter ended March 31, 2026, revenue for the outpatient rehabilitation segment increased 4.5% to $321.3 million, compared to $307.3 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $22.0 million for the first quarter ended March 31, 2026, compared to $24.3 million for the same quarter, prior year.

Segment results were mixed. The critical illness recovery hospital segment saw flat revenue growth of 0.3% but Adjusted EBITDA fell 15.3% with margins declining from 13.6% to 11.5%. The rehabilitation hospital segment performed strongly with revenue up 14.5% and Adjusted EBITDA up 15.1%, maintaining a 23.0% margin. The outpatient rehabilitation segment grew revenue 4.5% but Adjusted EBITDA declined 9.4% with margins falling from 7.9% to 6.8%.

Event · Item 8.01 — Other Events

~53 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added

Added Quarterly dividend declaration medium

Added in current filing · verify on EDGAR →

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.

Select Medical's board declared a quarterly cash dividend of $0.0625 per share. Shareholders who own stock at the close of business on May 14, 2026 will receive payment on or about May 28, 2026. This represents the company's regular quarterly distribution to shareholders.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

3 Added

Added Executive Chairman equity vesting delay medium

Added in current filing · verify on EDGAR →

Robert A. Ortenzio 51,111 | April 30, 2024 | April 30, 2026 | April 30, 2027

83,333 | July 29, 2025 | July 29, 2026 | July 29, 2027

55,556 | August 1, 2023 | August 1, 2026 | August 1, 2027

The Compensation Committee delayed vesting of 190,000 shares held by Executive Chairman Robert A. Ortenzio by one year. Three tranches originally scheduled to vest in 2026 will now vest in 2027, contingent on continued service. The delays affect awards granted between August 2023 and July 2025.

Added SVP equity vesting delay medium

Added in current filing · verify on EDGAR →

Martin F. Jackson 30,667 | April 30, 2024 | April 30, 2026 | April 30, 2027

50,000 | July 29, 2025 | July 29, 2026 | July 29, 2027

33,334 | August 1, 2023 | August 1, 2026 | August 1, 2027

The Compensation Committee delayed vesting of 114,001 shares held by SVP Martin F. Jackson by one year. Three tranches originally scheduled to vest in 2026 will now vest in 2027, contingent on continued service. The delays affect awards granted between August 2023 and July 2025.

Added Vesting deferral rationale medium

Added in current filing · view on EDGAR → · paraphrased

the Compensation Committee approved the deferral of the scheduled vesting dates of certain previously granted equity awards held by Robert A. Ortenzio, our Executive Chairman and Co-Founder, and Martin F. Jackson, our Senior Executive Vice President, Strategic Finance and Operations

The board's Compensation Committee approved one-year vesting delays for equity awards held by two senior executives on April 28, 2026. The filing does not disclose the rationale for the deferrals, which extend the retention period for these executives and delay their ability to realize value from these awards.