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  4. [8-K] Concentra Group Holdings Parent, Inc. Reports Material Event

Concentra buys 1M shares from chair in $34.65M deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Concentra Group Holdings Parent, Inc. (CON) entered into a Stock Repurchase Agreement with chairman Robert A. Ortenzio and related entities to buy back 1,000,000 shares of common stock in a privately negotiated transaction. The company agreed to pay $34.65 per share, for a total of $34,650,000, representing a 1% discount to the August 21, 2026 closing price.

The transaction was approved by the Board’s Audit and Compliance Committee, which is comprised solely of independent directors, and closed on August 24, 2026. It was funded with the company’s cash on hand and executed under Concentra’s previously announced share repurchase program. The repurchased shares represent approximately 0.784% of the company’s issued and outstanding common stock immediately prior to the transaction.

Positive

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Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares repurchased 1,000,000 shares Common stock repurchased from chairman-related entities under the Stock Repurchase Agreement
Per-share repurchase price $34.65 per share Price paid by the company for each share in the repurchase
Total repurchase price $34,650,000 Aggregate consideration for 1,000,000 shares
Discount to market price 1% Discount to the closing price of the common stock on August 21, 2026
Portion of outstanding shares 0.784% Fraction of issued and outstanding common stock immediately prior to the transaction
Closing date of transaction August 24, 2026 Date the Stock Repurchase Agreement transaction closed
Stock Repurchase Agreement financial
"entered into a stock repurchase agreement (the “Stock Repurchase Agreement”)"
privately-negotiated transaction financial
"from the Stockholders in a privately-negotiated transaction at a purchase price"
share repurchase program financial
"made pursuant to the Company’s previously announced share repurchase program"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Audit and Compliance Committee regulatory
"The Audit and Compliance Committee of the Board, comprised solely of independent directors"
independent directors regulatory
"Audit and Compliance Committee of the Board, comprised solely of independent directors"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

FAQ

What stock repurchase did CON (Concentra Group Holdings Parent, Inc.) announce?
Concentra entered into a Stock Repurchase Agreement to buy back 1,000,000 shares of its common stock from chairman Robert A. Ortenzio and related entities in a privately negotiated transaction under its existing share repurchase program.

At what price did CON repurchase shares and what was the total cost?
Concentra repurchased the shares at $34.65 per share, for a total purchase price of $34,650,000. The per-share price reflected a 1% discount to the closing price of the common stock on August 21, 2026.

What percentage of CON’s outstanding shares were repurchased in this transaction?
The 1,000,000 shares bought under the Stock Repurchase Agreement represent approximately 0.784% of Concentra’s issued and outstanding common stock immediately prior to the transaction.

How was CON’s stock repurchase funded?
Concentra states that the stock repurchase was funded using the company’s cash on hand, indicating no new external financing was referenced for this specific transaction.

Who approved CON’s Stock Repurchase Agreement with the chairman’s entities?
The Stock Repurchase Agreement was approved by Concentra’s Audit and Compliance Committee of the Board, which the company describes as being comprised solely of independent directors.

When did CON’s repurchase agreement close?
The Stock Repurchase Agreement was entered into on August 21, 2026, and the company states that the transaction closed on August 24, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000201459600020145962026-08-212026-08-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 21, 2026
_______________
CONCENTRA GROUP HOLDINGS PARENT, INC.

(Exact Name of Registrant as Specified in Its Charter)
_______________

001-42188
(Commission File Number)
Delaware
30-1006613
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

5080 Spectrum Drive, Suite 1200W
Addison, TX, 75001
(Address of principal executive offices) (Zip code)

(972) 364-8000
(Registrant’s telephone number, including area code)

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))

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, $0.01 par value per share
CON
New York Stock Exchange

Indicate by check mark whether the 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 the 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 1.01 Entry into a Material Definitive Agreement.

Stock Repurchase Agreement
On August 21, 2026, Concentra Group Holdings Parent, Inc. (the “Company”) entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with Robert A. Ortenzio, chairman of the Company’s Board of Directors (the “Board”), and certain related entities listed on Schedule I thereto (the “Stockholders”) for the purchase by the Company of 1,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) from the Stockholders in a privately-negotiated transaction at a purchase price of $34.65 per share and for a total purchase price of $34,650,000. The purchase price represents a 1% discount to the closing price for the Common Stock on August 21, 2026. The Stockholders have informed the Company that they are entering into the Stock Repurchase Agreement in order to diversify their investment portfolios for financial planning purposes. The Stock Repurchase Agreement contains customary representations and warranties and covenants, and the transaction closed on August 24, 2026.
The Audit and Compliance Committee of the Board, comprised solely of independent directors, approved the Stock Repurchase Agreement. The purchase was funded through the Company’s cash on hand. The shares purchased by the Company represent approximately .784% of the issued and outstanding shares of Common Stock of the Company immediately prior to the transaction. The transactions under the Stock Repurchase Agreement were made pursuant to the Company’s previously announced share repurchase program.
The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Stock Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
10.1
Stock Repurchase Agreement, dated as of August 21, 2026, by and among the Company, Robert A. Ortenzio and certain related entities.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.

CONCENTRA GROUP HOLDINGS PARENT, INC.
Date: August 27, 2026
By:
/s/ Timothy Ryan
Timothy Ryan
Executive Vice President and Chief Legal Counsel




Source: View Original Filing on SEC EDGAR

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