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Concentra buys 1M shares from director at $34.65

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Concentra Group Holdings Parent, Inc. (CON) entered into a Stock Repurchase Agreement under which it purchased an aggregate of 1,000,000 shares of common stock at $34.65 per share from director Robert A. Ortenzio and related trusts. Ortenzio disposed of 770,000 shares held directly and 230,000 shares held indirectly through family trusts. After these dispositions, he holds 4,763,794 shares directly, with additional shares held indirectly through the named trusts. The Audit Committee of Concentra’s board, composed solely of Non-Employee Directors, approved the transactions for exemption from Section 16(b) under Rule 16b-3(e).

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Insider ORTENZIO ROBERT A
Role Director
Type Security Shares Price Value
Disposition Common Stock F1, F2 770,000 $34.65 $26.68M
Disposition Common Stock F1, F2, F3 150,000 $34.65 $5.20M
Disposition Common Stock F1, F2, F4 30,000 $34.65 $1.04M
Disposition Common Stock F1, F2, F5 30,000 $35.65 $1.07M
Disposition Common Stock F1, F2, F6 20,000 $34.65 $693K
Holdings After Transaction: Common Stock — 4,763,794 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)
Footnotes (6)
  1. 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.
  2. 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.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. 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.
Shares repurchased by issuer 1,000,000 shares of common stock Purchased by Concentra under Stock Repurchase Agreement at $34.65 per share
Price per share $34.65 per share Repurchase price for 1,000,000 shares from Robert A. Ortenzio and related trusts
Direct shares disposed 770,000 shares Concentra common stock sold directly by Robert A. Ortenzio to the issuer
Indirect shares disposed via trusts 230,000 shares Shares sold from family trusts for descendants of Robert A. Ortenzio
Direct holdings after transaction 4,763,794 shares Concentra common stock held directly by Robert A. Ortenzio after dispositions
Descendants Trust proceeds $5,197,500 150,000 shares sold at $34.65 per share from The Robert A. Ortenzio Descendants Trust
Each 2014 Trust (Kevin/Bryan) proceeds $1,039,500 30,000 shares sold at $34.65 per share from each of two 2014 Trusts
Madeline 2014 Trust proceeds $693,000 20,000 shares sold at $34.65 per share from the 2014 Trust for Madeline G. Ortenzio
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 Securities"
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
"Audit Committee of the Issuer's Board of Directors, 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.
aggregate proceeds financial
"at $34.65 per share for aggregate proceeds of $5,197,500"

FAQ

What insider transaction did CON report for Robert A. Ortenzio on this Form 4?

Robert A. Ortenzio reported dispositions of 1,000,000 shares of Concentra common stock on August 21, 2026, sold to the company under a Stock Repurchase Agreement at $34.65 per share, including 770,000 shares held directly and 230,000 shares held through family trusts.

What price did Concentra (CON) pay per share in the repurchase from Robert A. Ortenzio?

Concentra agreed to purchase the shares at $34.65 per share under the Stock Repurchase Agreement, covering an aggregate of 1,000,000 shares of common stock from Robert A. Ortenzio and related family trusts.

How many CON shares does Robert A. Ortenzio hold directly after this transaction?

After the reported dispositions, Robert A. Ortenzio holds 4,763,794 shares of Concentra common stock directly. Additional shares are held indirectly through several family trusts for which he serves as trustee.

Were the CON share dispositions by Robert A. Ortenzio approved by the board?

Yes. The dispositions were approved in advance by Concentra’s Audit Committee, which consists solely of two or more Non-Employee Directors, to exempt the transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).

How many CON shares did the Robert A. Ortenzio Descendants Trust sell in this transaction?

The Robert A. Ortenzio Descendants Trust sold 150,000 shares of Concentra common stock at $34.65 per share for aggregate proceeds of $5,197,500. Robert A. Ortenzio is the trustee and may be deemed to have voting and investment power over these shares.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ORTENZIO ROBERT A

(Last)(First)(Middle)
C/O CONCENTRA GROUP HOLDINGS PARENT, INC
5080 SPECTRUM DRIVE, SUITE 1200W

(Street)
ADDISON TEXAS 75001

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Concentra Group Holdings Parent, Inc. [ CON ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/21/2026D(1)770,000D(2)$34.654,763,794D
Common Stock08/21/2026D(1)150,000D(2)$34.65882,115I(3)By the Robert A. Ortenzio Descendants Trust
Common Stock08/21/2026D(1)30,000D(2)$34.65196,286I(4)By the Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio
Common Stock08/21/2026D(1)30,000D(2)$35.65196,286I(5)By the Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio
Common Stock08/21/2026D(1)20,000D(2)$34.65206,286I(6)By the Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
Remarks:
/s/ Timothy F. Ryan, Attorney-in-Fact08/25/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)