Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 25, 2024

CONCENTRA GROUP HOLDINGS PARENT, INC.

(Exact Name of Registrant as Specified in Its Charter)

001-42188

(Commission File Number)

Delaware	30-1006613
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

5080 Spectrum Drive, Suite 1200W

Addison, TX, 75001

(Address of principal executive offices) (Zip code)

(972) 364-8000

(Registrant’s telephone number, including area code)

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CON

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.01

Changes in Control of Registrant.

On November 25, 2024, Select Medical Holdings Corporation (“Select”) announced that it had completed the previously announced spin-off of Concentra Group Holdings Parent, Inc. (“Concentra”) by means of a special stock distribution of 104,093,503 shares of Concentra’s common stock that had been owned by Select Medical Corporation to Select’s stockholders as of the close of business on November 18, 2024 (the “Record Date”). The distribution of the special stock distribution (the “Distribution”) was made on November 25, 2024. Based on the number of shares of Select’s common stock outstanding as of the Record Date, Select’s stockholders received 0.806971 shares of Concentra’s common stock for every share of Select’s common stock held as of the close of business on the Record Date. No fractional shares of Concentra’s common stock were distributed. Instead, Select’s stockholders will receive cash in lieu of any fraction of a share of Concentra’s common stock that they otherwise would have received.

Prior to the Distribution, Select owned approximately 81.7% of the outstanding shares of Concentra’s common stock. Following the completion of the Distribution, Select no longer owns any shares of Concentra’s common stock.

A copy of Concentra’s press release announcing the completion of the Distribution is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release of Concentra Group Holdings Parent, Inc., dated November 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CONCENTRA GROUP HOLDINGS PARENT, INC.

Date: November 26, 2024	By:	/s/ Timothy Ryan
		Name: Timothy Ryan
		Title: Executive Vice President, Chief Legal Counsel and Secretary

Exhibit 99.1

Concentra Announces Completion of Spin-Off from Select Medical

ADDISON, TEXAS, November 25, 2024 -- Concentra Group Holdings Parent, Inc. (“Concentra,” “we,” “us,” or “our”) (NYSE: CON) today announced that Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) has completed its previously announced distribution (the “Distribution”) of 104,093,503 shares of Concentra’s common stock owned by Select Medical Corporation (“SMC”), a wholly owned subsidiary of Select Medical, representing approximately 81.7% of the outstanding shares of Concentra’s common stock. After the completion of the Distribution, Select Medical no longer owns any shares of Concentra’s common stock.

The Distribution was made today to Select Medical’s stockholders as of the close of business on November 18, 2024 (the “Record Date”). The Distribution took place in the form of a pro rata common stock distribution to each of Select Medical’s stockholders on the Record Date. Based on the shares of Select Medical’s common stock outstanding on the Record Date, Select Medical’s stockholders received 0.806971 shares of Concentra’s common stock for every share of Select Medical’s common stock held as of the Record Date.

No fractional shares of Concentra’s common stock were distributed. Instead, Select Medical’s stockholders will receive cash in lieu of any fraction of a share of Concentra’s common stock that they otherwise would have received.

On November 19, 2024, Select Medical made available an information statement to its stockholders on the Record Date, which included details on the Distribution. The information statement is posted under the Investor Relations tab on Select Medical’s website at www.selectmedical.com/investor-relations/.

About Concentra

Concentra is the largest provider of occupational health services in the United States by number of locations, with the mission of improving the health of America’s workforce, one patient at a time. Concentra’s 11,000 colleagues and affiliated physicians and clinicians support the delivery of an extensive suite of services, including occupational and consumer health services and other direct-to-employer care, to more than 50,000 patients each day on average across 45 states at our 549 occupational health centers, 156 onsite health clinics at employer worksites, and Concentra Telemed as of September 30, 2024.

*****

This press release may contain forward-looking statements based on current management expectations. Numerous factors, including those related to market conditions and those detailed from time-to-time in Concentra’s filings with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine Concentra’s future results are beyond the ability of Concentra to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. Concentra undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Investor inquiries:

Bill Chapman

Vice President, Strategy & Investor Relations

972-725-6488

ir@concentra.com

SOURCE: Concentra Group Holdings Parent, Inc.

Cover	Nov. 25, 2024
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 25, 2024
Entity File Number	001-42188
Entity Registrant Name	CONCENTRA GROUP HOLDINGS PARENT, INC.
Entity Central Index Key	0002014596
Entity Tax Identification Number	30-1006613
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5080 Spectrum Drive
Entity Address, Address Line Two	Suite 1200W
Entity Address, City or Town	Addison
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75001
City Area Code	972
Local Phone Number	364-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	CON
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	4714 Gettysburg Road
Entity Address, Address Line Two	P.O. Box 2034
Entity Address, City or Town	Mechanicsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17055