Concentra agrees to $33.4M share repurchase

Available on EDGAR 11/10/2026 - 05:46 PM EST Accepted by SEC EDGAR 11/10/2026 - 05:45 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

On November 6, 2026, Concentra Group Holdings Parent, Inc. (CON) agreed to repurchase an aggregate of 800,000 shares from Robert A. Ortenzio and five trusts in a privately negotiated transaction at $41.80 per share, for an aggregate purchase price of $33,440,000. The trusts are The Robert A. Ortenzio Descendants Trust; The Rocco A. Ortenzio Separate Descendants Trust FBO Robert A. Ortenzio; and the Robert A. Ortenzio 2014 Trusts FBO Bryan A. Ortenzio, Kevin M. Ortenzio and Madeline G. Ortenzio.

Ortenzio reported beneficial ownership of 5,852,211 shares, or 4.63%, with sole voting and dispositive power over 4,417,783 shares and shared voting and dispositive power over 1,434,428 shares. The 4.63% figure was based on 126,517,736 shares outstanding as of October 31, 2026. He reported that he ceased to be the beneficial owner of more than 5% on November 9, 2026.

Key Figures

Shares repurchased: 800,000 shares Purchase price per share: $41.80 per share Aggregate purchase price: $33,440,000 +5 more

8 metrics

Shares repurchased 800,000 shares Aggregate amount in the privately negotiated repurchase

Purchase price per share $41.80 per share Price in the repurchase agreement

Aggregate purchase price $33,440,000 Repurchase agreement

Beneficial ownership 5,852,211 shares Robert A. Ortenzio's reported beneficial ownership

Beneficial ownership percentage 4.63% Based on shares outstanding as of October 31, 2026

Shares outstanding 126,517,736 shares As of October 31, 2026

Sole voting and dispositive power 4,417,783 shares Shares over which Robert A. Ortenzio reported sole power

Shared voting and dispositive power 1,434,428 shares Shares over which Robert A. Ortenzio reported shared power

Key Terms

beneficially own, sole power to vote, shared power to vote, dispositive power

4 terms

beneficially own regulatory

"may be deemed to beneficially own an aggregate of 5,852,211 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole power to vote regulatory

"the sole power to vote or direct the vote"

shared power to vote regulatory

"the shared power to vote or direct the vote"

dispositive power regulatory

"to dispose of or to direct the disposition"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CON shares did the repurchase cover, and at what price?

Concentra agreed to repurchase an aggregate of 800,000 common shares from Robert A. Ortenzio and five trusts at $41.80 per share, for an aggregate purchase price of $33,440,000. The agreement was entered into on November 6, 2026, for a privately negotiated transaction.

How many CON shares did Robert A. Ortenzio beneficially own?

Ortenzio reported beneficial ownership of 5,852,211 common shares, equal to 4.63% of the class. The reported percentage was based on 126,517,736 shares outstanding as of October 31, 2026.

When did Robert A. Ortenzio cease to own more than 5% of CON?

Ortenzio reported that he ceased to be the beneficial owner of more than 5% of CON's outstanding common stock on November 9, 2026.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Concentra Group Holdings Parent, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

20603L102

(CUSIP Number)

Timothy F. Ryan
Concentra Group Holdings Parent, Inc., 5080 Spectrum Drive, Suite 1200W
Addison, TX, 75001
(972) 364-8000

Stephen M. Leitzell
Dechert LLP, 2929 Arch Street
Philadelphia, PA, 19104
(215) 994-2621

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 20603L102

1

Name of reporting person

Robert A. Ortenzio

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,417,783.00
8	Shared Voting Power 1,434,428.00
9	Sole Dispositive Power 4,417,783.00
10	Shared Dispositive Power 1,434,428.00

11

Aggregate amount beneficially owned by each reporting person

5,852,211.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.63 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 126,517,736 shares of the Company's common stock outstanding as of October 31, 2026 as disclosed on Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 filed on November 5, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Concentra Group Holdings Parent, Inc.
(c)	Address of Issuer's Principal Executive Offices: 5080 Spectrum Drive, Suite 1200W, Addison, TEXAS , 75001.
Item 1 Comment: This amendment No. 5 ("Amendment No. 5") to Schedule 13D is being filed on behalf of Robert A. Ortenzio relating to the common stock, par value $0.01 per share (the "Common Stock"), of Concentra Group Holdings Parent, Inc., a Delaware corporation (the "Company"). This Amendment No. 5 modifies the original Schedule 13D filed on December 3, 2024 (as amended and supplemented prior to the filing of this Amendment No. 5, the "Schedule 13D") by Robert A. Ortenzio, a citizen of the United States. Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 5, the Schedule 13D is unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to add the following information: On November 6, 2026, the Reporting Person entered into that certain Stock Repurchase Agreement (the "Repurchase Agreement") with the Company and The Robert A. Ortenzio Descendants Trust, The Rocco A. Ortenzio Separate Descendants Trust FBO Robert A. Ortenzio, The Robert A. Ortenzio 2014 Trust FBO Bryan A. Ortenzio, The Robert A. Ortenzio 2014 Trust FBO Kevin M. Ortenzio and The Robert A. Ortenzio 2014 Trust FBO Madeline G. Ortenzio (collectively, with the Reporting Person, the "Sellers"). Pursuant to the Repurchase Agreement, the Company agreed to repurchase an aggregate of 800,000 shares of the Company's common stock from the Sellers in a privately negotiated transaction at a purchase price of $41.80 per share, for an aggregate purchase price of $33,440,000. The foregoing description of the Repurchase Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Repurchase Agreement, a copy of which is filed as Exhibit 99.1 to this Amendment No. 5 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Sections (a), (b), (c) and (e) of Item 5 of the Schedule 13D are hereby replaced with the following information: "(a)-(b) The Reporting Person may be deemed to beneficially own an aggregate of 5,852,211 shares of the Company's common stock. This aggregate represents approximately 4.63% of the shares of the Company's common stock outstanding. The Reporting Person may be deemed to have (a) the sole power to vote or direct the vote of, and to dispose of or to direct the disposition of, 4,417,783 shares of the Company's common stock and (b) the shared power to vote or direct the vote of, and to dispose of or to direct the disposition of, 1,434,428 shares of the Company's common stock (including 732,115 shares of the Company's common stock owned of record by the Robert A. Ortenzio Descendants Trust, 198,455 shares of the Company's common stock owned of record by the Rocco A. Ortenzio Separate Descendants Trust FBO Robert A. Ortenzio, 161,286 shares of the Company's common stock owned of record by the Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio, 161,286 shares of the Company's common stock owned of record by the Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio, and 181,286 shares of the Company's common stock owned of record by the Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio)."
(c)	"(c) The description of the transactions contemplated by the Repurchase Agreement set forth in Item 3 above is hereby incorporated by reference into this Item 5. Other than as described above, Schedule A attached hereto as Exhibit 99.2 describes all transactions in the shares of the Company's common stock that were effected by the Reporting Person in the past sixty days."
(e)	"(e) On November 9, 2026, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of the Company's common stock."
Item 7.	Material to be Filed as Exhibits.
	Exhibit Number Description 99.1 Stock Repurchase Agreement, dated as of November 6, 2026, by and among Concentra Group Holdings Parent, Inc. and Robert A. Ortenzio, The Robert A. Ortenzio Descendants Trust, The Robert A. Ortenzio 2014 Trust FBO Bryan A. Ortenzio, The Robert A. Ortenzio 2014 Trust FBO Kevin M. Ortenzio, The Robert A. Ortenzio 2014 Trust FBO Madeline G. Ortenzio and The Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on November 10, 2026). 99.2 Schedule A: Transactions during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Robert A. Ortenzio

Signature:	/s/ Robert A. Ortenzio
Name/Title:	Robert A. Ortenzio
Date:	11/10/2026