11/10/2026 | Press release | Distributed by Public on 11/10/2026 15:38
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ORTENZIO ROBERT A C/O CONCENTRA GROUP HOLDINGS PARENT, INC 5080 SPECTRUM DRIVE, SUITE 1200W ADDISON, TX 75001 |
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| /s/ Timothy F. Ryan, Attorney-in-Fact | 11/10/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares were sold to the Issuer pursuant to a Stock Repurchase Agreement, dated November 6, 2026, between the Reporting Person (and certain trusts of which the Reporting Person is a trustee) and the Issuer (the "Stock Repurchase Agreement"). Under the Stock Repurchase Agreement, the Issuer agreed to purchase an aggregate of 800,000 shares of common stock at a price of $41.80 per share. The Reporting Person sold 250,000 shares held directly and 550,000 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) | 305,000 shares were sold from The Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio at $41.80 per share for aggregate proceeds of $12,749,000. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein. |
| (4) | 150,000 shares were sold from The Robert A. Ortenzio Descendants Trust at $41.80 per share for aggregate proceeds of $6,270,000. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein. |
| (5) | 35,000 shares were sold from the Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio at $41.80 per share for aggregate proceeds of $1,463,000. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein. |
| (6) | 35,000 shares were sold from the Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio at $41.80 per share for aggregate proceeds of $1,463,000. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein. |
| (7) | 25,000 shares were sold from the Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio at $41.80 per share for aggregate proceeds of $1,045,000. The Reporting Person is the trustee of this trust and may be deemed to have voting and investment power over the shares held therein. |