SCHEDULE: Ortenzio Updates Concentra Holdings, Reveals Share Grants & Trading Plan

Sentiment:

Beneficial Ownership Amendment


Robert A. Ortenzio updated his beneficial ownership in Concentra Group Holdings Parent, Inc., disclosing new restricted stock grants and a Rule 10b5-1 trading plan.

Summary

  • Robert A. Ortenzio beneficially owns an aggregate of 8,168,222 shares of Concentra Group Holdings Parent, Inc. common stock, representing approximately 6.4% of the company's outstanding shares as of October 31, 2025.
  • This beneficial ownership includes 5,433,794 shares with sole voting and dispositive power, and 2,734,428 shares with shared voting and dispositive power, primarily held through various trusts.
  • On November 26, 2024, Ortenzio was granted 12,992 shares of restricted common stock, with 6,496 shares vesting in equal annual installments over five years and the remaining 6,496 shares vesting in full on November 26, 2025.
  • An additional grant of 7,748 shares of restricted common stock was made on November 4, 2025, which will vest in full on November 4, 2026.
  • On November 25, 2025, Ortenzio disposed of 100,000 shares of the company's common stock by gift.
  • The Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio entered into a Rule 10b5-1 trading plan on May 28, 2025, authorizing sales of common stock between August 31, 2025, and August 31, 2026.

Sentiment

Score: 6

Explanation: The filing reflects routine insider ownership adjustments, including stock grants and a planned selling program. While a disposition and future selling plan could be seen as slightly negative, the grants represent continued compensation and alignment. The overall impact is neutral to slightly positive due to the grants, but the selling plan introduces a minor overhang.

Positives

  • Grant of 12,992 restricted shares on November 26, 2024, and 7,748 restricted shares on November 4, 2025, increasing the reporting person's potential future ownership without direct consideration.
  • Continued significant beneficial ownership of 6.4% in Concentra Group Holdings Parent, Inc., indicating ongoing alignment with shareholder interests.

Negatives

  • Disposition of 100,000 shares of common stock by gift on November 25, 2025, reducing the reporting person's direct holdings.
  • Establishment of a Rule 10b5-1 trading plan by a trust, indicating an intention for future sales of shares, which could introduce selling pressure.

Future Outlook

The Rule 10b5-1 trading plan indicates an intention for future sales of common stock by a trust associated with Robert A. Ortenzio between August 31, 2025, and August 31, 2026. Additionally, restricted stock grants have future vesting dates, with 6,496 shares vesting annually over five years from November 26, 2024, and 7,748 shares vesting in full on November 4, 2026.

Industry Context

NA

Related Party Transactions

  • Shares are held by various trusts, including the Robert A. Ortenzio Descendants Trust, Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio, and Robert A. Ortenzio 2014 Trusts for Bryan A. Ortenzio, Kevin M. Ortenzio, and Madeline G. Ortenzio, which are related parties to Robert A. Ortenzio.
  • The Rule 10b5-1 trading plan was entered into by the Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio.

Stakeholder Impact

  • Shareholders: Potential for increased liquidity if shares are sold under the 10b5-1 plan; minor dilution from restricted stock grants (already accounted for in outstanding shares). The disposition by gift reduces the reporting person's direct stake.
  • Management/Employees: The restricted stock grants serve as a form of compensation and incentive for the reporting person.

Next Steps

  • Annual vesting of 6,496 restricted shares granted on November 26, 2024, over the next five years.
  • Full vesting of 7,748 restricted shares granted on November 4, 2025, on November 4, 2026.
  • Potential sales of common stock by the Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio under the Rule 10b5-1 plan between August 31, 2025, and August 31, 2026.

Key Dates

DateDescription
2024-11-26Issuer granted 12,992 shares of restricted Common Stock to Reporting Person.
2024-12-03Original Schedule 13D filed.
2025-05-28Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio entered into a Rule 10b5-1 trading plan.
2025-08-31Sales of Common Stock under the Rule 10b5-1 Plan were permitted to begin.
2025-09-30End of the three-month period for Issuer's Quarterly Report on Form 10-Q.
2025-10-31Date as of which 128,170,202 shares of Issuer's common stock were outstanding.
2025-11-04Issuer granted 7,748 shares of restricted Common Stock to Reporting Person.
2025-11-06Issuer's Quarterly Report on Form 10-Q for the three month period ended September 30, 2025, filed.
2025-11-25Reporting Person disposed of 100,000 shares of Company's common stock by gift.
2025-11-26Date of event requiring filing of this statement (Amendment No. 2); also the date of filing of this Amendment No. 2.
2025-11-266,496 shares of restricted Common Stock granted on 2024-11-26 vested in full.
2026-08-31No sales of Common Stock will be made under the Rule 10b5-1 Plan after this date.
2026-11-047,748 shares of restricted Common Stock granted on 2025-11-04 will vest in full.

Recommendation

hold

The filing primarily details routine insider ownership adjustments, including restricted stock grants and a pre-arranged selling plan. These events are generally expected and do not indicate a fundamental shift in the company's prospects or the insider's long-term view. The grants align the insider's interests with shareholders, while the 10b5-1 plan provides an orderly mechanism for diversification. Without additional information on company performance or strategic changes, a 'Hold' recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell.

Keywords

Concentra Group Holdings Parent Inc, Robert A. Ortenzio, Schedule 13D/A, Beneficial Ownership, Restricted Stock, Rule 10b5-1 Plan, Insider Trading Plan, Stock Grant, Share Disposition, Corporate Governance, SEC Filing

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