Concentra amends report on 1M-share insider sale
Rhea-AI Filing Summary
Concentra Group Holdings Parent, Inc. (CON) reported that director Robert A. Ortenzio and related trusts disposed of common stock to the company on August 21, 2026, in transactions already previously reported. The amendment corrects administrative errors and adds an omitted indirect holding, without introducing new transactions. Under a Stock Repurchase Agreement, the company agreed to repurchase an aggregate of 1,000,000 shares at $34.65 per share, including 770,000 shares held directly by Ortenzio and 230,000 shares held through trusts for his descendants. After these dispositions, Ortenzio directly holds 4,663,794 shares, with additional indirect holdings through several family trusts, including 882,115 shares in the Descendants Trust and 196,286 or 206,286 shares in each of several 2014 trusts. A separate 503,455-share indirect holding in the Rocco A. Ortenzio Separate Descendants Trust was also reported as a holding entry, with no change in beneficial ownership. The Audit Committee of the board, consisting solely of Non-Employee Directors, approved the dispositions for exemption under Rule 16b-3(e).
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,000,000 shares
Net Sell
6 txns
Insider
ORTENZIO ROBERT A
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2, F3 | 770,000 | $34.65 | $26.68M |
| Disposition | Common Stock F1, F2, F4 | 150,000 | $34.65 | $5.20M |
| Disposition | Common Stock F1, F2, F5 | 30,000 | $34.65 | $1.04M |
| Disposition | Common Stock F1, F2, F6 | 30,000 | $34.65 | $1.04M |
| Disposition | Common Stock F1, F2, F7 | 20,000 | $34.65 | $693K |
| holding | Common Stock F8 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 4,663,794 shares (Direct);
Common Stock — 882,115 shares (Indirect, By the Robert A. Ortenzio Descendants Trust);
Common Stock — 196,286 shares (Indirect, By the Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio);
Common Stock — 196,286 shares (Indirect, By the Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio);
Common Stock — 206,286 shares (Indirect, By the Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio);
Common Stock — 503,455 shares (Indirect, The Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio)
Footnotes (8)
- F1. The shares were sold to the Issuer pursuant to a Stock Repurchase Agreement, dated August 21, 2026, between the Reporting Person (and certain trusts for the benefit of the Reporting Person's descendants) and the Issuer (the "Stock Repurchase Agreement"). Under the Stock Repurchase Agreement, the Issuer agreed to purchase an aggregate of 1,000,000 shares of common stock at a price of $34.65 per share. The Reporting Person sold 770,000 shares held directly and 230,000 shares held indirectly through trusts of which the Reporting Person is the trustee.
- F2. The dispositions reported herein were approved in advance by the Audit Committee of the Issuer's Board of Directors, which consists solely of two or more Non-Employee Directors (as defined in Rule 16b-3), for purposes of exempting the transactions from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e) thereunder.
- F3. The total number of securities reported has been updated to correct an administrative error.
- F4. 150,000 shares were sold from The Robert A. Ortenzio Descendants Trust at $34.65 per share for aggregate proceeds of $5,197,500. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein.
- F5. 30,000 shares were sold from the Robert A. Ortenzio 2014 Trust FBO Kevin M. Ortenzio at $34.65 per share for aggregate proceeds of $1,039,500. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein.
- F6. 30,000 shares were sold from the Robert A. Ortenzio 2014 Trust FBO Bryan A. Ortenzio at $34.65 per share for aggregate proceeds of $1,039,500. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein.
- F7. 20,000 shares were sold from the Robert A. Ortenzio 2014 Trust FBO Madeline G. Ortenzio at $34.65 per share for aggregate proceeds of $693,000. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein.
- F8. These shares were inadvertently omitted from the original Form 4 filing. No change in the Reporting Person's beneficial ownership of these shares has occurred.
Key Figures
Shares disposed directly to issuer: 770,000 shares of Common Stock
Shares disposed indirectly to issuer: 230,000 shares of Common Stock
Repurchase price per share: $34.65 per share
+5 more
8 metrics
Shares disposed directly to issuer
770,000 shares of Common Stock
Disposition to issuer by Robert A. Ortenzio on August 21, 2026
Shares disposed indirectly to issuer
230,000 shares of Common Stock
Aggregate across family trusts under Stock Repurchase Agreement
Repurchase price per share
$34.65 per share
Price under Stock Repurchase Agreement for 1,000,000 shares
Direct holdings after transaction
4,663,794 shares of Common Stock
Post-transaction direct ownership by Robert A. Ortenzio
Descendants Trust holdings after transaction
882,115 shares of Common Stock
Post-transaction holdings in the Robert A. Ortenzio Descendants Trust
Trust proceeds (Descendants Trust)
$5,197,500
Aggregate proceeds for 150,000 shares sold at $34.65 per share
Trust proceeds (Kevin and Bryan trusts)
$1,039,500 each
Aggregate proceeds for 30,000 shares sold at $34.65 per share per trust
Trust proceeds (Madeline trust)
$693,000
Aggregate proceeds for 20,000 shares sold at $34.65 per share
Key Terms
Stock Repurchase Agreement, Section 16(b), Rule 16b-3(e), Non-Employee Directors, +1 more
5 terms
Stock Repurchase Agreement financial
"The shares were sold to the Issuer pursuant to a Stock Repurchase Agreement"
Section 16(b) regulatory
"for purposes of exempting the transactions from Section 16(b) of the"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(e) regulatory
"pursuant to Rule 16b-3(e) thereunder"
Non-Employee Directors regulatory
"which consists solely of two or more Non-Employee Directors"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
beneficial ownership financial
"No change in the Reporting Person's beneficial ownership of these shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider transactions did CON report for Robert A. Ortenzio on August 21, 2026?
Robert A. Ortenzio disposed of 770,000 CON common shares held directly and 230,000 shares held indirectly through trusts to the issuer under a Stock Repurchase Agreement at $34.65 per share, totaling 1,000,000 shares repurchased by the company.
Is this amended Form 4/A for CON reporting new insider transactions?
No. The filing states the amended Form 4 is filed solely to correct administrative errors in the original filing and "does not report any new transactions," though it corrects share totals and adds an omitted indirect holding entry.
Were the CON insider dispositions approved under Rule 16b-3?
Yes. A footnote states the dispositions were approved in advance by the issuer’s Audit Committee, consisting solely of two or more Non-Employee Directors, for purposes of exempting the transactions from Section 16(b) pursuant to Rule 16b-3(e).
What previously omitted CON holding was added in this amended Form 4/A?
An indirect holding of 503,455 CON shares in the Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio was added. A footnote explains these shares were inadvertently omitted earlier and that no change in beneficial ownership of these shares has occurred.
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