Item 1.01Entry into a Material Definitive Agreement.

6.875% Senior Notes Due 2032

On July 11, 2024 (the "Closing Date"), Select Medical Holdings Corporation (the "Company") completed the previously announced private offering by its wholly-owned subsidiary, Concentra Escrow Issuer Corporation (the "Escrow Issuer"), of $650 million aggregate principal amount of 6.875% senior notes due 2032 (the "Notes") and related guarantees. The Issuer will pay interest on the Notes semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. Interest will accrue from July 11, 2024 and the Notes will mature on July 15, 2032.

The Notes and related guarantees were offered and sold in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to certain non-U.S. persons in compliance with Regulation S under the Securities Act. The issuance and sale of the Notes and related guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes and related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

The Notes were offered in connection with the Company's previously announced plan to pursue a separation of Concentra Group Holdings Parent, Inc. ("Concentra", and such separation the"Separation"). As a step in the process of effectuating the Separation and subject to satisfaction of certain conditions, including securing additional required financing, it is expected that the Issuer will merge with and into Concentra Health Services, Inc. (the "Issuer"), with the Issuer continuing as the surviving entity (the "Merger"), and the Issuer will assume all of the Escrow Issuer's obligations under the Notes and the related indenture (the "Assumption").

$50 million of net proceeds from the offering will be used for general corporate purposes, with the remaining proceeds paid to Select Medical Corporation as a dividend.

Indenture

The terms of the Notes and related guarantees are governed by an indenture, dated as of the Closing Date (the "Indenture"), among the Escrow Issuer, the Issuer, and U.S. Bank Trust Company, National Association, as Trustee (the "Trustee").

Concurrently with the closing of the offering of the Notes, the Escrow Issuer entered into an Escrow Agreement (the "Escrow Agreement") with U.S. Bank Trust Company, National Association, as Trustee, and JPMorgan Chase Bank, N.A., as escrow agent (the "Escrow Agent"), pursuant to which the Escrow Issuer deposited the gross proceeds of the Notes offered thereby into a segregated escrow account with the Escrow Agent. The Escrow Issuer granted to the Trustee, for its benefit and the benefit of the holders of the Notes, an exclusive first-priority security interest in the escrow account and all amounts on deposit therein to secure the obligations under the Notes pending disbursement.

In the event the Merger is not consummated on or prior to September 30, 2024 (the "Outside Date"), the Escrow Issuer will be required to redeem all of the Notes in accordance with the terms of the Indenture at a special mandatory redemption price, which is equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest.

Interest and Maturity. The Notes bear interest at a rate of 6.875% per annum and mature on July 15, 2032. Interest is payable on the Notes semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on January 15, 2025.

Guarantees and Security. Prior to the completion of the Merger, accrued and unpaid interest on the Notes is fully and unconditionally guaranteed by the Issuer.

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