SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on August 24, 2026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Concentra Group Holdings Parent, Inc. (Name of Issuer) | |
Common Stock, par value $0.01 per share (Title of Class of Securities) | |
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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) | |
08/21/2026 (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).
SCHEDULE 13D
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,748,222.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 127,517,736 shares of the Company's common stock outstanding as of July 31, 2026 as disclosed on Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed on August 6, 2026.
SCHEDULE 13D
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| 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 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended to add the following information:
On August 21, 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 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 1,000,000 shares of the Company's common stock from the Sellers in a privately negotiated transaction at a purchase price of $34.65 per share, for an aggregate purchase price of $34,650,000.
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. 3 and is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Sections (a), (b) and (c) 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 6,748,222 shares of the Company's common stock. This aggregate represents approximately 5.3% 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, 4,763,794 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, 1,984,428 shares of the Company's common stock (including 882,115 shares of the Company's common stock owned of record by the Robert A. Ortenzio Descendants Trust, 503,455 shares of the Company's common stock owned of record by the Rocco A. Ortenzio Separate Descendants Trust FBO Robert A. Ortenzio, 196,286 shares of the Company's common stock owned of record by the Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio, 196,286 shares of the Company's common stock owned of record by the Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio, and 206,286 shares of the Company's common stock owned of record by the Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio)." |
| (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." |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Stock Repurchase Agreement, dated as of August 21, 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 and The Robert A. Ortenzio 2014 Trust FBO Madeline G. Ortenzio.
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.
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