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What changed in Concentra Group Holdings Parent, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Concentra Group Holdings Parent, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+512 added−414 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-03)

Top changes in Concentra Group Holdings Parent, Inc.'s 2025 10-K

512 paragraphs added · 414 removed · 338 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

142 edited+84 added−20 removed80 unchanged
Biggest changeLong-Term Debt As of December 31, 2024, the Company’s long-term debt and notes payable are as follows: Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value (in thousands) 6.875% senior notes $ 650,000 $ — $ (11,925) $ 638,075 Credit facilities: Term loan 847,875 (995) (11,468) 835,412 Other debt (1) 5,523 — — 5,523 Total debt $ 1,503,398 $ (995) $ (23,393) $ 1,479,010 ____________________________________________ (1) Other debt is primarily comprised of insurance financing arrangements, promissory notes executed in connection with business combinations, and finance leases.
Biggest changeLong-Term Debt As of December 31, 2025, the Company’s long-term debt and notes payable are as follows: Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value (in thousands) 6.875% senior notes $ 650,000 $ — $ (10,356) $ 639,644 Credit facilities: Revolving Credit Facility — — — — Term Loan 942,875 (839) (10,789) 931,247 Other debt (1) 3,505 — — 3,505 Total debt $ 1,596,380 $ (839) $ (21,145) $ 1,574,396 As of December 31, 2025, principal maturities of the Company’s long-term debt and notes payable are as follows: 2026 2027 2028 2029 2030 Thereafter Total (in thousands) 6.875% senior notes $ — $ — $ — $ — $ — $ 650,000 $ 650,000 Credit facilities: Revolving Credit Facility — — — — — — — Term Loan 9,500 9,500 9,500 9,500 9,500 895,375 942,875 Other debt (1) 1,238 505 524 172 162 904 3,505 Total debt $ 10,738 $ 10,005 $ 10,024 $ 9,672 $ 9,662 $ 1,546,279 $ 1,596,380 As of December 31, 2024, the Company’s long-term debt and notes payable are as follows: Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value (in thousands) 6.875% senior notes $ 650,000 $ — $ (11,925) $ 638,075 Credit facilities: Revolving Credit Facility — — — — Term Loan 847,875 (995) (11,468) 835,412 Other debt (1) 5,523 — — 5,523 Total debt $ 1,503,398 $ (995) $ (23,393) $ 1,479,010 ____________________________________________ (1) Other debt is primarily comprised of insurance financing arrangements, promissory notes executed in connection with business combinations, and finance leases.
These services are paid for primarily by workers’ compensation programs, employer programs, third-party administrators, commercial insurance companies and federal and state governmental authorities. The Company’s general policy is to verify insurance coverage prior or to receive an authorization from the patient’s employer prior to the patient’s visit.
These services are paid for primarily by workers’ compensation programs, employer programs, third-party administrators, commercial insurance companies and federal and state governmental authorities. The Company’s general policy is to verify insurance coverage prior to or receive an authorization from the patient’s employer prior to the patient’s visit.
The Term Loan interest rate has been reduced from Term SOFR plus 2.25% down to Term SOFR plus 2.00%, subject to a leverage-based pricing grid including 25-basis point step down at a net leverage ratio of ≤3.25x.
The Term Loan interest rate has been reduced from Term SOFR plus 2.25% down to Term SOFR plus 2.00%, subject to a leverage-based pricing grid including a 25-basis point step down at a net leverage ratio of ≤3.25x.
The general range of useful lives is as follows: Customer relationships 5 – 15 years Non-compete agreements 1 – 15 years The Company’s finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or asset groups may not be recoverable.
The general range of useful lives is as follows: Customer relationships 5 – 15 years Non-compete agreements 1 – 10 years The Company’s finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or asset groups may not be recoverable.
Borrowings under the Credit Agreement bear interest at a rate equal to: (i) in the case of the Term Loan, Term SOFR plus a percentage ranging from 2.00% to 2.25%, or Alternate Base Rate plus a percentage ranging from 1.00% to 1.25%, in each case based on CHSI’s leverage ratio; and (ii) in the case of the Revolving Credit Facility, Term SOFR plus a percentage ranging from 2.25% to 2.75%, or Alternate Base Rate plus a percentage ranging from 1.25% to 1.75%, in each case on CHSI’s leverage ratio, as defined in the Credit Agreement.
Borrowings under the Credit Agreement bear interest at a rate equal to: (i) in the case of the Term Loan, Term SOFR plus a percentage ranging from 1.75% to 2.00%, or Alternate Base Rate plus a percentage ranging from 0.75% to 1.00%, in each case based on CHSI’s leverage ratio; and (ii) in the case of the Revolving Credit Facility, Term SOFR plus a percentage ranging from 1.75% to 2.25%, or Alternate Base Rate plus a percentage ranging from 0.75% to 1.25%, in each case based on CHSI’s leverage ratio, as defined in the Credit Agreement.
(iii) The net income allocated to each security is then divided by the weighted average number of outstanding shares for the period to determine the EPS for each security considered in the two-class method. Accounts Receivable Substantially all of the Company’s accounts receivable is related to providing healthcare services to patients.
The net income allocated to each security is then divided by the weighted average number of outstanding shares for the period to determine the EPS for each security considered in the two-class method. Accounts Receivable Substantially all of the Company’s accounts receivable is related to providing healthcare services to patients.
Indirect costs are the costs of support functions that are partially provided on a centralized basis by Select and its affiliates, which include finance, human resources, benefits administration, procurement support, information technology, legal, corporate governance and other professional services.
Indirect costs are the costs of support functions that are partially provided on a centralized basis by Select and its affiliates, which include finance, human resources, benefits administration, information technology, legal, corporate governance, and other professional services.
CHSI entered into an equity purchase agreement to acquire all of the outstanding membership interests for a purchase price of $265 million, subject to adjustment in accordance with the terms and conditions set forth in the purchase agreement.
CHSI entered into an equity purchase agreement to acquire all of the outstanding membership interests for a purchase price of $265.0 million, subject to adjustment in accordance with the terms and conditions set forth in the purchase agreement.
Litigation The Company is a party to various legal actions, proceedings, and claims, and regulatory and other governmental audits and investigations in the ordinary course of its business, including, but not limited to, legal actions and claims alleging professional malpractice, general liability for property damage, personal and bodily injury, violations of federal and state employment laws, often in the form of wage and hour class action lawsuits, and liability for data breaches.
Litigation From time to time, the Company is a party to various legal actions, proceedings, and claims, and regulatory and other governmental audits and investigations in the ordinary course of its business, including, but not limited to, legal actions and claims alleging professional malpractice, general liability for property damage, personal and bodily injury, violations of federal and state employment laws, often in the form of wage and hour class action lawsuits, and liability for data breaches.
Adjustments to income tax expense resulting from the application of the separate return methodology, as compared to tax obligations determined by the Company’s inclusion in the Select’s consolidated income tax provision, were assumed to be immediately settled with Select through contributed capital/capital in excess of par as reflected on the consolidated balance sheets, and reflected as a (distribution)/contribution to Select on the consolidated statements of changes in stockholders'/members' equity and the consolidated statements of cash flows within financing activities.
Adjustments to income tax expense resulting from the application of the separate return methodology, as compared to tax obligations determined by the Company’s inclusion in Select’s consolidated income tax provision, were assumed to be immediately settled with Select through contributed capital/capital in excess of par as reflected on the consolidated balance sheets, and reflected as a (distribution)/contribution to Select on the consolidated statements of changes in equity and the consolidated statements of cash flows within financing activities.
Stock Compensation In connection with the IPO, the Company established the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan provides for the issuance of various stock-based awards. Under the 2024 Equity Incentive Plan, the Company has issued restricted stock awards.
Stock Compensation In connection with the IPO, the Company established the 2024 Equity Incentive Plan, which provides for the issuance of various stock-based awards. Under the 2024 Equity Incentive Plan, the Company has issued restricted stock awards.
To determine the fair values of the trademark, the Company uses a relief from royalty income approach. The Company completed impairment assessments as of October 1, 2024, October 1, 2023 and October 1, 2022, noting no impairment. Finite-lived identifiable intangible assets Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted.
To determine the fair values of the trademark, the Company uses a relief from royalty income approach. The Company completed impairment assessments as of October 1, 2025, October 1, 2024 and October 1, 2023, noting no impairment. Finite-lived identifiable intangible assets Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted.
The following table sets forth the number of forfeited and cancelled options: For the Year Ended December 31, 2023 2022 (units in thousands) Class C options - forfeited and cancelled 691 702 Other Awards Prior to the Distribution, certain of the Company’s employees participated in Select’s equity compensation plan and were granted shares of Select’s restricted stock awards.
The following table sets forth the number of forfeited and cancelled options: For the Year Ended December 31, 2023 (units in thousands) Class C options - forfeited and cancelled 691 Other Awards Prior to the Distribution, certain of the Company’s employees participated in Select’s equity compensation plan and were granted shares of Select’s restricted stock awards.
The Credit Facilities contain events of default for non-payment of principal and interest when due, cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control. As of December 31, 2024, the Company was in compliance with all debt covenants.
The Credit Facilities contain events of default for non-payment of principal and interest when due, cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control. As of December 31, 2025, the Company was in compliance with all debt covenants.
Prepayment of borrowings CHSI will be required to prepay borrowings under the Credit Facilities with (i) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and, to the extent required, the payment of certain indebtedness secured by liens subject to a first lien intercreditor agreement if CHSI’s total net leverage ratio is greater than 4.50 to 1.00 and 50% of such net cash proceeds if our total net leverage ratio is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00, (ii) 100% of the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (iii) 50% of excess cash flow (as defined in the Credit Agreement) if CHSI’s leverage ratio is greater than 4.50 to 1.00 and 25% of excess cash flow if CHSI’s leverage ratio is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00, in each case, reduced by the aggregate amount of term loans, revolving loans and certain other debt optionally prepaid (and, in the case of revolving loans, accompanied by a reduction in the related commitment) during the applicable fiscal year.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Prepayment of borrowings CHSI will be required to prepay borrowings under the Credit Facilities with (i) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and, to the extent required, the payment of certain indebtedness secured by liens subject to a first lien intercreditor agreement if CHSI’s total net leverage ratio is greater than 4.50 to 1.00 and 50% of such net cash proceeds if our total net leverage ratio is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00, (ii) 100% of the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (iii) 50% of excess cash flow (as defined in the Credit Agreement) if CHSI’s leverage ratio is greater than 4.50 to 1.00 and 25% of excess cash flow if CHSI’s leverage ratio is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00, in each case, reduced by the aggregate amount of term loans, revolving loans and certain other debt optionally prepaid (and, in the case of revolving loans, accompanied by a reduction in the related commitment) during the applicable fiscal year.
F-7 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Significant Accounting Policies Organization Concentra Group Holdings Parent, LLC (“Concentra Group Holdings Parent” or “Concentra”) was formed in October 2017 and converted to a Delaware corporation, Concentra Group Holdings Parent, Inc., on March 4, 2024.
F-9 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Significant Accounting Policies Organization Concentra Group Holdings Parent, LLC (“Concentra Group Holdings Parent” or “Concentra”) was formed in October 2017 and converted to a Delaware corporation, Concentra Group Holdings Parent, Inc., on March 4, 2024.
In these states, the Company enters into long-term management agreements with affiliated professional medical groups (referred to as “Managed PCs”) that are owned by licensed physicians which, in turn, employ or contract with physicians who provide professional medical services in its occupational health centers.
In these states, the Company enters into long-term management agreements with affiliated professional medical groups (referred to as “Managed PCs”) that are owned by licensed physicians which, in turn, employ or contract with physicians who provide professional medical services in the Company’s occupational health centers.
The income tax amounts in these consolidated financial statements prior to the Distribution have been calculated based on a separate return methodology and were presented as if our income gave rise to separate federal and state consolidated income tax return filing obligations in the respective jurisdictions in which we operate.
The income tax amounts in these consolidated financial statements prior to the Distribution have been calculated based on a separate return methodology and are presented as if our income gave rise to separate federal and state consolidated income tax return filing obligations in the respective jurisdictions in which we operate.
If the carrying value of a reporting unit exceeds its fair value, an impairment charge is recognized equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying value of goodwill of the reporting unit. At December 31, 2024, the Company’s other indefinite-lived intangible assets consist of the Company’s trademark.
If the carrying value of a reporting unit exceeds its fair value, an impairment charge is recognized equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying value of goodwill of the reporting unit. At December 31, 2025, the Company’s other indefinite-lived intangible assets consist of the Company’s trademark.
In accordance with ASC 260, Earnings Per Share , the recapitalization of the Company into a stock corporation and the reverse stock split have been retrospectively reflected in the Company’s earnings per unit calculation for all periods presented, see Note 14—“ Earning per Share” .
In accordance with ASC 260, Earnings Per Share , the recapitalization of the Company into a stock corporation and the reverse stock split have been retrospectively reflected in the Company’s earnings per unit calculation for all periods presented, see Note 15—“ Earning per Share” .
(ii) The remaining undistributed net income of the Company is then equally allocated to its common stock and unvested restricted stock awards, as if all of the earnings for the period had been distributed. The total net income allocated to each security is determined by adding both distributed and undistributed net income for the period.
The remaining undistributed net income of the Company is then equally allocated to its common stock and unvested restricted stock awards, as if all of the earnings for the period had been distributed. The total net income allocated to each security is determined by adding both distributed and undistributed net income for the period. iii.
The Company’s management evaluates and updates assumptions and estimates on an ongoing basis. Actual results could differ from those estimates. Reportable Segments The Company has identified three operating segments: Occupational Health Centers (“Centers”), Onsite Health Clinics (“Onsites”), and other Businesses.
The Company’s management evaluates and updates assumptions and estimates on an ongoing basis. Actual results could differ from those estimates. Reportable Segments The Company has identified three operating segments: occupational health centers, onsite health clinics, and other businesses.
At the time of formation, Concentra Group Holdings Parent elected to be taxed as a corporation. The Company conducts substantially all of its business through Concentra Health Services, Inc. (“CHSI”) and its subsidiaries. As the context may require, the “Company,” “we,” “our” or similar words in this report refer collectively to Concentra and its subsidiaries.
At the time of formation, Concentra Group Holdings Parent elected to be taxed as a corporation. The Company conducts substantially all of its business through Concentra Health Services, Inc., a wholly owned subsidiary of Concentra (“CHSI”), and its subsidiaries. As the context may require, the “Company,” “we,” “our” or similar words in this report refer collectively to Concentra.
These matters could potentially subject the Company to sanctions, damages, recoupments, fines, and other penalties. To address claims arising out of the Company’s operations, the Company maintains professional malpractice liability insurance and general liability insurance coverages through a number of different programs that are dependent upon such factors as the state where the Company is operating.
These matters could potentially subject the Company to sanctions, damages, recoupments, fines, and other penalties. To address claims arising out of the Company’s operations, the Company maintains professional malpractice liability insurance and general liability insurance coverages through several different programs that are dependent upon such factors as the state where the Company is operating.
The consideration given for these acquired businesses consisted principally of cash consideration of $7.0 million. The Company allocated the purchase price of these acquired businesses to assets acquired, principally property and equipment, operating lease right-of-use assets, customer relationships, and liabilities assumed based on their estimated fair values.
The consideration given for these acquired businesses consisted principally of cash consideration of $7.0 million. The Company allocated the purchase price of these acquired businesses to assets acquired, principally property and equipment, operating lease right-of-use assets, customer relationships, and liabilities assumed based on their estimated fair values. The Company recognized goodwill of $5.0 million.
Nova Medical Centers operates 67 occupational health centers in five states, providing workers’ compensation injury care services, physical therapy, drug and alcohol screening, and pre-employment physicals as part of their full suite of occupational health services.
Nova operated 67 occupational health centers in five states, providing workers’ compensation injury care services, physical therapy, drug and alcohol screening, and pre-employment physicals as part of their full suite of occupational health services.
F-23 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12.
F-23 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7.
The Company is fully cooperating on this investigation, but at this time, is unable to predict the timing and outcome of this matter. F-33 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 18.
The Company is fully cooperating on this investigation, but at this time, is unable to predict the timing and outcome of this matter. F-37 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 19.
Stock Compensation (Continued) The Company’s 2015 equity award plan provides for award holders to forfeit a portion of their vested option awards to satisfy income tax and exercise price obligations when exercised. The units forfeited are reflected as a repurchase of member interests on the consolidated statement of changes in equity.
The Company’s 2018 equity award plan provides for award holders to forfeit a portion of their vested option awards to satisfy income tax and exercise price obligations when exercised. The units forfeited are reflected as a repurchase of member interests on the consolidated statement of changes in equity.
At December 31, 2024 and 2023, the Company recorded insurance proceeds receivable of $2.1 million and $8.6 million, respectively, for liabilities which exceeded its deductibles and self-insured retention limits and are recoverable through its insurance policies. 9.
At December 31, 2025 and 2024, the Company recorded insurance proceeds receivable of $1.9 million and $2.1 million, respectively, for liabilities which exceeded its deductibles and self-insured retention limits and are recoverable through its insurance policies.
The acquisitions made by the Company during the years ended December 31, 2024, 2023, and 2022 are not material to the consolidated financial statements in the year they were acquired or prior years presented and; therefore, disclosure of the pro forma financial data has not been provided.
The other acquisitions made by the Company during the year ended December 31, 2025, and all acquisitions made during the years ended December 31, 2024, and 2023 are not material to the consolidated financial statements in the year they were acquired or prior years presented and; therefore, disclosure of the pro forma financial data has not been provided. 5.
The changes resulted from net changes in state net operating losses. At December 31, 2024 and 2023, the Company’s net deferred tax liabilities of approximately $21.0 million and $23.4 million, respectively, consist of items which have been recognized for tax reporting purposes, but which will increase tax on returns to be filed in the future.
The changes resulted from net changes in state net operating losses. At December 31, 2025 and 2024, the Company’s net deferred tax liabilities of approximately $24.8 million and $21.0 million, respectively, consist of items which have been recognized for tax reporting purposes, but which will increase tax on returns to be filed in the future.
Consolidated Statements of Changes in Equity (in thousands) Total Stockholders’ Equity Total Members’ Units Members’ Contributed Capital Common Stock Issued Common Stock Par Value Capital in Excess of Par Retained Earnings Total Stockholders’ Equity Non-controlling Interests Total Equity Balance at December 31, 2021 445,467 $ 478,692 — $ — $ — $ 345,037 $ 823,729 $ 6,422 $ 830,151 Net income attributable to the Company 166,727 166,727 166,727 Net income attributable to non-controlling interests — 1,820 1,820 Contribution from Parent 6,823 6,823 6,823 Vesting of restricted interests and options 248 2,141 2,141 2,141 Yield on Class A additional capital 316 316 316 Repurchase of Class A additional capital (23,904) (23,904) (23,904) Exercise of stock options 553 3,340 3,340 3,340 Repurchase of member interests (2,697) (2,449) (5,146) (5,146) Issuance of non-controlling interests 14 14 626 640 Distributions to and purchases of non-controlling interests — (2,842) (2,842) Redemption value adjustment on non-controlling interests (723) (723) (723) Balance at December 31, 2022 446,268 $ 464,725 — $ — $ — $ 508,592 $ 973,317 $ 6,026 $ 979,343 Net income attributable to the Company 179,947 179,947 179,947 Net income attributable to non-controlling interests — 1,109 1,109 Contribution from Parent 4,515 4,515 4,515 Vesting of restricted interests and options 248 178 178 178 Exercise of stock options 565 3,340 3,340 3,340 Repurchase of member interests (2,650) (2,672) (5,322) (5,322) Distributions to and purchases of non-controlling interests 195 195 (1,769) (1,574) Redemption value adjustment on non-controlling interests (574) (574) (574) Balance at December 31, 2023 447,081 $ 470,303 — $ — $ — $ 685,293 $ 1,155,596 $ 5,366 $ 1,160,962 Net income attributable to the Company 166,543 166,543 166,543 Net income attributable to non-controlling interests — 1,015 1,015 Contribution from (distribution to) Select (6,891) 9,170 2,279 2,279 Cash dividends declared for common stockholders ($0.0625 per share) (7,959) (7,959) (7,959) Issuance of restricted stock 1,478 15 (15) — — Stock compensation expense 869 869 869 Repurchase of common shares (696) (7) (15,396) (15,403) (15,403) Distributions to and purchases of non-controlling interests — (1,341) (1,341) Redemption value adjustment on non-controlling interests (1,769) (1,769) (1,769) Conversion of LLC to Corporation and impact of reverse stock split (447,081) (463,412) 104,094 1,041 462,371 — — Initial Public Offering 23,250 232 510,966 511,198 511,198 Dividend to Select (707,128) (828,555) (1,535,683) (1,535,683) Balance at December 31, 2024 — $ — 128,126 $ 1,281 $ 260,837 $ 13,553 $ 275,671 $ 5,040 $ 280,711 The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands) Total Stockholders’ Equity Total Members’ Units Members’ Contributed Capital Common Stock Issued Common Stock Par Value Capital in Excess of Par Retained Earnings Total Stockholders’ Equity Non-controlling Interests Total Equity Balance at December 31, 2022 446,268 $ 464,725 — $ — $ — $ 508,592 $ 973,317 $ 6,026 $ 979,343 Net income attributable to the Company 179,947 179,947 179,947 Net income attributable to non-controlling interests — 1,109 1,109 Contribution from Parent 4,515 4,515 4,515 Vesting of restricted interests and options 248 178 178 178 Exercise of stock options 565 3,340 3,340 3,340 Repurchase of member interests (2,650) (2,672) (5,322) (5,322) Distributions to non-controlling interests 195 195 (1,769) (1,574) Redemption value adjustment on non-controlling interests (574) (574) (574) Balance at December 31, 2023 447,081 $ 470,303 — $ — $ — $ 685,293 $ 1,155,596 $ 5,366 $ 1,160,962 Net income attributable to the Company 166,543 166,543 166,543 Net income attributable to non-controlling interests — 1,015 1,015 Contribution from (distribution to) Select (6,891) 9,170 2,279 2,279 Cash dividends declared for common stockholders ($0.0625 per share) (7,959) (7,959) (7,959) Issuance of restricted stock 1,478 15 (15) — — Stock compensation expense 869 869 869 Repurchase of common shares (696) (7) (15,396) (15,403) (15,403) Distributions to non-controlling interests — (1,341) (1,341) Redemption value adjustment on non-controlling interests (1,769) (1,769) (1,769) Conversion of LLC to Corporation and impact of reverse stock split (447,081) (463,412) 104,094 1,041 462,371 — — Initial Public Offering 23,250 232 510,966 511,198 511,198 Dividend to Select (707,128) (828,555) (1,535,683) (1,535,683) Balance at December 31, 2024 — $ — 128,126 $ 1,281 $ 260,837 $ 13,553 $ 275,671 $ 5,040 $ 280,711 The accompanying notes are an integral part of these consolidated financial statements.
See Note 15 —“ Relationship with Select ”, for additional information. The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents Concentra Group Holdings Parent, Inc.
See Note 16 —“ Relationship with Select ”, for additional information. The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of C ontents CONCENTRA GROUP HOLDINGS PARENT, INC.
At December 31, 2022, the Company’s capital structure included Class A, B, and C units outstanding, and unvested restricted interests and outstanding options. To calculate EPS for the years ended December 31, 2023 and 2022, the Company applied the two-class method because its unvested restricted interests and outstanding options were participating securities.
As of December 31, 2023, the Company’s capital structure included Class A, B, and C units outstanding. To calculate EPS for the year ended December 31, 2023, the Company applied the two-class method because its unvested restricted interests and outstanding options were participating securities.
Internal Revenue Service to the effect that the distribution of the Company’s common stock to Select and its stockholders will be tax-free for U.S. federal income tax purposes. On March 4, 2024, the member interests of the Company converted to common shares on a one-for-one basis.
On February 27, 2024, Select received a private letter ruling from the U.S. Internal Revenue Service to the effect that the distribution of the Company’s common stock to Select and its stockholders will be tax-free for U.S. federal income tax purposes. On March 4, 2024, the member interests of the Company converted to common shares on a one-for-one basis.
To compute earnings per share (“EPS”), the Company applies the two-class method because the Company’s restricted interests, options and restricted stock awards are participating securities which are entitled to participate equally with the Company’s common stock in undistributed earnings.
To compute earnings per share (“EPS”), the Company applies the two-class method because the Company’s restricted interests, options and restricted stock awards are participating securities which are entitled to participate equally with the Company’s common stock in undistributed earnings. Application of the Company’s two-class method is as follows: i.
Revenue earned from providing healthcare services is variable in nature, as the Company is required to make judgements which impact the transaction price. Variable consideration included in the transaction price is inclusive of the Company’s estimates of implicit discounts and other adjustments which are estimated using the Company’s historical experience.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Revenue earned from providing healthcare services is variable in nature, as the Company is required to make judgments which impact the transaction price. Variable consideration included in the transaction price is inclusive of the Company’s estimates of implicit discounts and other adjustments which are estimated using the Company’s historical experience.
If the Company did not discount the provisions for losses for professional liability risks, the aggregate liability for all of the insurance risk programs would be approximately $45.5 million and $53.3 million at December 31, 2024 and 2023, respectively.
If the Company did not discount the provisions for losses for professional liability risks, the aggregate liability for all of the insurance risk programs would be approximately $51.7 million and $45.5 million at December 31, 2025 and 2024, respectively.
These payments relate to changes in indexes or rates after the lease commencement date, as well as property taxes, insurance, and common area maintenance which were not fixed at lease commencement. This expense is a component of cost of services in the consolidated statements of operations. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation.
These payments relate to changes in indexes or rates after the lease commencement date, as well as property taxes, insurance, and common area maintenance which were not fixed at lease commencement. This expense is a component of cost of services and general and administrative expense in the consolidated statements of operations.
If the expected undiscounted future cash flows are less than the carrying amount of such assets or asset groups, the Company recognizes an impairment loss to the extent the carrying amount exceeds its estimated fair value. F-12 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1.
If the expected undiscounted future cash flows are less than the carrying amount of such assets or asset groups, the Company recognizes an impairment loss to the extent the carrying amount exceeds its estimated fair value. F-14 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
Variable Interest Entities As of December 31, 2024 and 2023, the total assets of the Company’s variable interest entities were $213.9 million and $212.3 million, respectively, and are principally comprised of accounts receivable.
Variable Interest Entities As of December 31, 2025 and 2024, the total assets of the Company’s variable interest entities were $261.9 million and $213.9 million, respectively, and are principally comprised of accounts receivable.
F-4 Table of Contents Concentra Group Holdings Parent, Inc.
F-25 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
F-6 Table of Contents Concentra Group Holdings Parent, Inc.
F-39 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
The Company evaluates the realizability of deferred tax assets and reduces those assets using a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company evaluates the realizability of deferred tax assets and reduces the value of those assets using a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
As of December 31, 2024 and 2023, the total liabilities of the Company’s variable interest entities were $57.5 million and $56.4 million, respectively, and are principally comprised of accounts payable and accrued expenses.
As of December 31, 2025 and 2024, the total liabilities of the Company’s variable interest entities were $70.1 million and $57.5 million, respectively, and are principally comprised of accounts payable and accrued expenses.
Additionally, the Company fully indemnifies the licensed physician owners from all claims, demands, costs, damages, losses, liabilities, and other amounts arising from the ownership and operation of the medical practices, excluding gross negligence. F-10 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1.
Additionally, the Company fully indemnifies the licensed physician owners from all claims, demands, costs, damages, losses, liabilities, and other amounts arising from the ownership and operation of the medical practices, excluding gross negligence. F-12 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
Management includes in its estimates of the transaction price its expectations for these types of adjustments such that the amount of cumulative revenue recognized will not be subject to significant reversal in future periods. Historically, adjustments arising from a change in the transaction price have not been significant. F-15 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
Management includes in its estimates of the transaction price its expectations for these types of adjustments such that the amount of cumulative revenue recognized will not be subject to significant reversal in future periods. Historically, adjustments arising from a change in the transaction price have not been significant.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Redeemable Non-Controlling Interests The Company’s redeemable non-controlling interests are comprised of membership interests held by equity holders other than the Company in five less than wholly owned subsidiaries. These shares are subject to redemption rights.
Redeemable Non-Controlling Interests The Company’s redeemable non-controlling interests are comprised of membership interests held by equity holders other than the Company in five less than wholly owned subsidiaries. These interests are subject to redemption rights.
The Company’s restricted interests and options generally vested over five years, and the options had a term not to exceed ten years. 2024 Equity Incentive Plan Transactions and other information related to restricted stock awards issued under the 2024 Equity Incentive Plan are as follows: Restricted Stock Awards Weighted Average Grant Date Fair Value (share amounts in thousands) Unvested balance, December 31, 2023 — $ — Granted 1,478 23.09 Unvested balance, December 31, 2024 1,478 $ 23.09 During the year ended December 31, 2024, the Company recognized stock compensation expense of $0.9 million for its restricted stock awards.
The Company’s restricted interests and options generally vested over five years, and the options had a term not to exceed ten years. 2024 Equity Incentive Plan Transactions and other information related to restricted stock awards issued under the 2024 Equity Incentive Plan are as follows: Restricted Stock Awards Weighted Average Grant Date Fair Value (share amounts in thousands) Unvested balance, December 31, 2023 — $ — Granted 1,478 23.09 Unvested balance, December 31, 2024 1,478 $ 23.09 Granted 1,633 19.44 Vested (398) 23.06 Forfeited (4) 22.38 Unvested balance, December 31, 2025 2,709 $ 20.89 During the year ended December 31, 2025 and 2024, the Company recognized stock compensation expense of $10.5 million and $0.9 million, respectively, for its restricted stock awards.
(2) The recapitalization of members units into common shares has been treated as such for earnings per share purposes and has been reflected retrospectively for all periods, along with the one-for-4.295 reverse stock split, as described in Note 1 —“ Organization ”. F-27 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 15.
(2) The recapitalization of members units into common shares has been treated as such for earnings per share purposes and has been reflected retrospectively for all periods, along with the one-for-4.295 reverse stock split, as described in Note 1 —“ Organization and Significant Accounting Policies ”. F-32 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
F-20 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9.
F-28 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12.
Organization and Significant Accounting Policies (Continued) Expense Disaggregation In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions.
Recent Accounting Guidance Not Yet Adopted Expense Disaggregation In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions.
F-11 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. Organization and Significant Accounting Policies (Continued) Leases The Company evaluates whether a contract is or contains a lease at the inception of the contract.
F-13 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Leases The Company evaluates whether a contract is or contains a lease at the inception of the contract.
Although realization is not assured, based on the Company’s assessment, it has concluded that it is more likely than not that such assets, net of the determined valuation allowance, will be realized. F-30 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 16.
Although realization is not assured, based on the Company’s assessment, it has concluded that it is more likely than not that such assets, net of the determined valuation allowance, will be realized. F-35 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The total state net operating losses are approximately $55.5 million.
Application of the Company’s two-class method is as follows: (i) Net income attributable to the Company is reduced by the amount of dividends declared and by the contractual amount of dividends that must be paid for the current period for each class of stock, if any.
Net income attributable to the Company is reduced by the amount of dividends declared and by the contractual amount of dividends that must be paid for the current period for each class of stock, if any. ii.
The following table sets forth the net income attributable to the Company, its shares/units outstanding, and its participating shares/units outstanding: Basic and Diluted EPS For the Year Ended December 31, 2024 2023 2022 (in thousands) Net income $ 171,897 $ 184,743 $ 172,243 Less: net income attributable to non-controlling interests 5,354 4,796 5,516 Net income attributable to the Company 166,543 179,947 166,727 Less: distributed and undistributed income attributable to participating securities 211 316 853 Distributed and undistributed income attributable to common shares $ 166,332 $ 179,631 $ 165,874 The following tables set forth the computation of EPS under the two-class method: For the Year Ended December 31, 2024 Net Income Allocation Shares (1) Basic and Diluted EPS (in thousands, except for per share amounts) Common shares $ 166,332 114,058 $ 1.46 Participating securities 211 145 $ 1.46 Total Company $ 166,543 For the Year Ended December 31, 2023 Net Income Allocation Shares (1)(2) Basic and Diluted EPS (in thousands, except for per share amounts) Outstanding Class A, Class B, and Class C shares $ 179,631 104,008 $ 1.73 Participating securities 316 183 $ 1.73 Total Company $ 179,947 For the Year Ended December 31, 2022 Net Income Allocation Shares (1)(2) Basic and Diluted EPS (in thousands, except for per share amounts) Outstanding Class A, Class B, and Class C shares $ 165,874 103,821 $ 1.60 Participating securities 853 534 $ 1.60 Total Company $ 166,727 ____________________________________________ (1) Represents the weighted average share/unit count outstanding during the period.
The following table sets forth the net income attributable to the Company, its shares/units outstanding, and its participating shares/units outstanding: For the Year Ended December 31, 2025 2024 2023 (in thousands) Net income $ 172,849 $ 171,897 $ 184,743 Less: net income attributable to non-controlling interests 6,434 5,354 4,796 Net income attributable to the Company 166,415 166,543 179,947 Less: distributed and undistributed income attributable to participating securities 2,244 211 316 Distributed and undistributed income attributable to common shares $ 164,171 $ 166,332 $ 179,631 The following tables set forth the computation of EPS under the two-class method: For the Year Ended December 31, 2025 Net Income Allocation Shares (1) Basic and Diluted EPS (in thousands, except for per share amounts) Common shares $ 164,171 126,566 $ 1.30 Participating securities 2,244 1,730 $ 1.30 Total Company $ 166,415 128,296 $ 1.30 For the Year Ended December 31, 2024 Net Income Allocation Shares (1) Basic and Diluted EPS (in thousands, except for per share amounts) Common shares $ 166,332 114,058 $ 1.46 Participating securities 211 145 $ 1.46 Total Company $ 166,543 114,203 $ 1.46 For the Year Ended December 31, 2023 Net Income Allocation Shares (1)(2) Basic and Diluted EPS (in thousands, except for per share amounts) Outstanding Class A, Class B, and Class C units $ 179,631 104,008 $ 1.73 Participating securities 316 183 $ 1.73 Total Company $ 179,947 104,191 $ 1.73 ____________________________________________ (1) Represents the weighted average share/unit count outstanding during the period.
The Company monitors historical reimbursement rates and compares them against the associated gross charges for the service provided. The percentage of historical reimbursed claims to gross charges is utilized to determine the amount of revenue to be recognized for services rendered.
The Company monitors historical reimbursement rates and compares them against the associated gross charges for the service provided. The percentage of historical reimbursed claims to gross charges is utilized to determine the amount of revenue to be recognized for services rendered. F-16 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
Estimates and assumptions are used for, but not limited to: revenue recognition, allowances for expected credit losses, estimated useful lives of assets, the fair value of goodwill and intangible assets, amounts payable for self-insured losses, and the computation of income taxes.
GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Estimates and assumptions are used for, but not limited to: revenue recognition, allowances for expected credit losses, estimated useful lives of assets, the fair value of goodwill and intangible assets, amounts payable for self-insured losses, and the computation of income taxes.
The changes in redeemable non-controlling interests are as follows: For the Year Ended December 31, 2024 2023 2022 (in thousands) Balance as of January 1 $ 16,477 $ 16,772 $ 15,800 Net income attributable to redeemable non-controlling interests 4,339 3,687 3,696 Distributions to and purchases of redeemable non-controlling interests (4,572) (4,556) (3,447) Redemption value adjustment on redeemable non-controlling interests 1,769 574 723 Balance as of December 31 $ 18,013 $ 16,477 $ 16,772 3.
The changes in redeemable non-controlling interests are as follows: For the Year Ended December 31, 2025 2024 2023 (in thousands) Balance as of January 1 $ 18,013 $ 16,477 $ 16,772 Net income attributable to redeemable non-controlling interests 5,436 4,339 3,687 Distributions to redeemable non-controlling interests (5,488) (4,572) (4,556) Redemption value adjustment on redeemable non-controlling interests 1,443 1,769 574 Balance as of December 31 $ 19,404 $ 18,013 $ 16,477 3.
Maintenance and repairs of property and equipment are expensed as incurred. Improvements that increase the estimated useful life of an asset are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and depreciated over the estimated useful lives once the software is placed in service.
Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and depreciated over the estimated useful lives once the software is placed in service. Capitalized software costs are included within furniture and equipment. Software training costs, maintenance, and repairs are expensed as incurred.
Organization and Significant Accounting Policies (Continued) Non-Controlling Interests The ownership interests held by outside parties in subsidiaries controlled by the Company are classified as non-controlling interests. Net income or loss is attributed to the Company’s non-controlling interests.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Non-Controlling Interests The ownership interests held by outside parties in subsidiaries controlled by the Company are classified as non-controlling interests. Net income or loss is attributed to the Company’s non-controlling interests.
The three operating segments have been aggregated into one reportable segment based on the similar services provided, service delivery process involved, target customers, and similar economic characteristics of the three operating segments. The Centers operating segment contributes approximately 95% of consolidated net revenue.
The three operating segments have been aggregated into one reportable segment based on the similar services provided, service delivery process involved, target customers, and similar economic characteristics of the three operating segments. As of December 31, 2025, 2024, and 2023, the occupational health centers operating segment contributed approximately 93%, 95% and 95%, respectively, of consolidated net revenue.
For the Year Ended December 31, 2024 2023 2022 (unaudited) (in thousands) Segment Adjusted EBITDA $ 376,856 $ 361,334 $ 334,337 Interest expense (47,714) (221) (849) Interest expense on related party debt (21,980) (44,253) (30,792) Equity in losses of unconsolidated subsidiaries (3,676) (526) (1,577) Other expense — (2) (415) Stock compensation expense (2,327) (651) (2,141) Depreciation and amortization (67,178) (73,051) (73,667) Separation transaction costs (1) (1,693) — — Nova acquisition costs (895) — — Income before income taxes $ 231,393 $ 242,630 $ 224,896 ____________________________________________ (1) Separation transaction costs represent incremental consulting, legal, audit-related fees, and non-recurring system implementation costs incurred in connection with the Company’s separation into a new, publicly traded company and are included within general and administrative expenses on the consolidated statements of operations.
For the Year Ended December 31, 2025 2024 2023 (unaudited) (in thousands) Segment Adjusted EBITDA $ 431,863 $ 376,856 $ 361,334 Interest expense (109,290) (47,714) (221) Interest expense on related party debt — (21,980) (44,253) Loss on early retirement of debt (875) — — Equity in losses of unconsolidated subsidiaries — (3,676) (526) Other expense — — (2) Stock compensation expense (10,490) (2,327) (651) Depreciation and amortization (75,817) (67,178) (73,051) Separation transaction costs (1) (4,093) (1,693) — Nova and Pivot Onsite Innovations acquisition costs (7,471) (895) — Income before income taxes $ 223,827 $ 231,393 $ 242,630 ____________________________________________ (1) Separation transaction costs represent non-recurring incremental consulting, legal, audit-related fees, system implementation, and software disposal costs incurred in connection with the Company’s separation into a new, publicly traded company and are included within general and administrative expenses on the consolidated statements of operations. 20.
Stock compensation expense of $1.5 million and $0.5 million was recognized for the year ended December 31, 2024 and 2023, respectively, related to these awards. F-26 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 14. Earnings per Share At December 31, 2024, the Company’s capital structure consists of common stock and unvested restricted stock.
Stock compensation expense of $1.5 million and $0.5 million was recognized for the year ended December 31, 2024 and 2023, respectively, related to these awards. F-31 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 15.
Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2024 2023 2022 Operating activities Net income $ 171,897 $ 184,743 $ 172,243 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 67,178 73,051 73,667 Equity in losses of unconsolidated subsidiaries 3,676 526 1,577 Loss (gain) on sale of assets, businesses, and resolution of contingencies 40 4 (1,158) Stock compensation expense 2,327 651 2,141 Amortization of debt discount and issuance costs 1,708 — — Deferred income taxes (2,396) (6,286) (8,639) Other 72 327 589 Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable (1,598) (10,262) (5,931) Other current assets 4,206 (20,743) (2,875) Other assets 2,973 2,738 8,921 Accounts payable and accrued liabilities 24,594 9,567 33,802 Net cash provided by operating activities 274,677 234,316 274,337 Investing activities Business combinations, net of cash acquired (6,965) (6,004) (9,702) Acquired customer relationships — (4,382) — Purchases of property and equipment (64,327) (64,958) (45,983) Investment in businesses — — (2,103) Proceeds from sale of assets 27 36 38 Net cash used in investing activities (71,265) (75,308) (57,750) Financing activities Payments on related party term loan — — (31,552) Borrowings from related party revolving promissory note 10,000 — — Payments on related party revolving promissory note (480,000) (160,000) (150,000) Proceeds from term loans, net of issuance costs 836,697 — — Payments on term loans (2,125) — — Proceeds from 6.875% senior notes, net of issuance costs 637,337 — — Borrowings of other debt 8,222 5,471 4,265 Principal payments on other debt (10,181) (7,165) (7,395) Exercise of stock options — 3,340 3,340 Repurchases of common shares — (5,322) (5,146) Repurchase of Class A additional capital — — (23,904) Dividends paid to common stockholders (7,959) — — Repurchase of common stock (15,403) — — Distributions to and purchases of non-controlling interests (5,913) (6,130) (6,289) Proceeds from Initial Public Offering 511,198 — — Dividend to Select (1,535,683) — — Contributions from (distributions to) Select 2,279 4,515 6,823 Net cash used in financing activities (51,531) (165,291) (209,858) Net increase (decrease) in cash 151,881 (6,283) 6,729 Cash at beginning of period 31,374 37,657 30,928 Cash at end of period $ 183,255 $ 31,374 $ 37,657 Supplemental information Cash paid for interest $ 49,650 $ 44,348 $ 31,116 Cash paid for taxes $ 55,763 $ 60,607 $ 42,169 Non-cash investing and financing activities: Liabilities for purchases of property and equipment $ 5,241 $ 5,136 $ 7,739 The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the Year Ended December 31, 2025 2024 2023 Operating activities Net income $ 172,849 $ 171,897 $ 184,743 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 75,817 67,178 73,051 Equity in losses of unconsolidated subsidiaries — 3,676 526 Loss on early retirement of debt 51 — — (Gain) loss on sale of assets (773) 40 4 Stock compensation expense 10,490 2,327 651 Amortization of debt discount and issuance costs 3,959 1,708 — Deferred income taxes 7,890 (2,396) (6,286) Other 1,155 72 327 Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable (11,136) (1,598) (10,262) Other current assets (6,441) 4,206 (20,743) Other assets 7,570 2,973 2,738 Accounts payable and accrued liabilities 17,966 24,594 9,567 Net cash provided by operating activities 279,397 274,677 234,316 Investing activities Business combinations, net of cash acquired (333,300) (6,965) (6,004) Acquired customer relationships — — (4,382) Purchases of property and equipment (82,335) (64,327) (64,958) Proceeds from sale of assets 778 27 36 Net cash used in investing activities (414,857) (71,265) (75,308) Financing activities Borrowings on revolving facilities 85,000 — — Payments on revolving facilities (85,000) — — Borrowings from related party revolving promissory note — 10,000 — Payments on related party revolving promissory note — (480,000) (160,000) Proceeds from term loans, net of issuance costs 948,848 836,697 — Payments on term loans (855,000) (2,125) — Proceeds from 6.875% senior notes, net of issuance costs — 637,337 — Borrowings of other debt 6,575 8,222 5,471 Principal payments on other debt (10,037) (10,181) (7,165) Exercise of stock options — — 3,340 Repurchases of common shares — — (5,322) Dividends paid to common stockholders (32,077) (7,959) — Repurchase of common stock (22,423) (15,403) — Proceeds from issuance of non-controlling interests 2,866 — — Distributions to non-controlling interests (6,648) (5,913) (6,130) Proceeds from Initial Public Offering — 511,198 — Dividend to Select — (1,535,683) — Contributions from Select — 2,279 4,515 Net cash provided by (used in) financing activities 32,104 (51,531) (165,291) Net (decrease) increase in cash (103,356) 151,881 (6,283) Cash at beginning of period 183,255 31,374 37,657 Cash at end of period $ 79,899 $ 183,255 $ 31,374 Supplemental information Cash paid for interest $ 108,969 $ 49,650 $ 44,348 Cash paid for taxes $ 45,910 $ 55,763 $ 60,607 Non-cash investing and financing activities: Liabilities for purchases of property and equipment $ 2,463 $ 5,241 $ 5,136 The accompanying notes are an integral part of these consolidated financial statements.
Insurance Risk Programs The Company purchases primary and excess professional malpractice and general liability insurance coverage, subject to separate policy aggregate limits. The insurance for the professional malpractice coverage is written on a “claims-made” basis, and the general liability coverage is maintained on an “occurrence” basis. These coverages apply after a deductible or self-insured retention limit is exceeded.
The insurance for the professional malpractice coverage is written on a “claims-made” basis, and the general liability coverage is maintained on an “occurrence” basis. These coverages apply after a deductible or self-insured retention limit is exceeded.
Deferred tax assets and liabilities are determined on the basis of the differences between the book and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.
Deferred tax assets and liabilities are determined on the basis of the differences between the book and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company also recognizes the future tax benefits from net operating loss carryforwards as deferred tax assets.
Consolidated Statements of Operations (in thousands, except per share amounts) For the Year Ended December 31, 2024 2023 2022 Revenue $ 1,900,192 $ 1,838,081 $ 1,724,359 Costs and expenses: Cost of services, exclusive of depreciation and amortization 1,372,217 1,325,649 1,242,499 General and administrative, exclusive of depreciation and amortization (1) 156,318 151,999 149,976 Depreciation and amortization 67,178 73,051 73,667 Total costs and expenses 1,595,713 1,550,699 1,466,142 Other operating income 284 250 312 Income from operations 304,763 287,632 258,529 Other income and expense: Equity in losses of unconsolidated subsidiaries (3,676) (526) (1,577) Interest expense on related party debt (21,980) (44,253) (30,792) Interest expense (47,714) (221) (849) Other expense — (2) (415) Income before income taxes 231,393 242,630 224,896 Income tax expense 59,496 57,887 52,653 Net income 171,897 184,743 172,243 Less: net income attributable to non-controlling interests 5,354 4,796 5,516 Net income attributable to the Company $ 166,543 $ 179,947 $ 166,727 Earnings per common share/unit (Note 14): Basic and diluted $ 1.46 $ 1.73 $ 1.60 ____________________________________________ ( 1) Includes the shared service fee from related party and the transaction services agreement fee of $15.2 million, $14.6 million, and $12.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.
CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) For the Year Ended December 31, 2025 2024 2023 Revenue $ 2,163,417 $ 1,900,192 $ 1,838,081 Costs and expenses: Cost of services, exclusive of depreciation and amortization 1,550,323 1,372,217 1,325,649 General and administrative, exclusive of depreciation and amortization (1) 203,305 156,318 151,999 Depreciation and amortization 75,817 67,178 73,051 Total costs and expenses 1,829,445 1,595,713 1,550,699 Other operating income 20 284 250 Income from operations 333,992 304,763 287,632 Other income and expense: Loss on early retirement of debt (875) — — Equity in losses of unconsolidated subsidiaries — (3,676) (526) Interest expense (109,290) (47,714) (221) Interest expense on related party debt — (21,980) (44,253) Other expense — — (2) Income before income taxes 223,827 231,393 242,630 Income tax expense 50,978 59,496 57,887 Net income 172,849 171,897 184,743 Less: net income attributable to non-controlling interests 6,434 5,354 4,796 Net income attributable to the Company $ 166,415 $ 166,543 $ 179,947 Earnings per common share (Note 15): Basic and diluted $ 1.30 $ 1.46 $ 1.73 ____________________________________________ ( 1) Includes transition services agreement fees of $12.1 million for the year ended December 31, 2025, shared service fees from Select and transition services agreement fees of $15.2 million for the year ended December 31, 2024, and shared service fees from Select of $14.6 million for the year ended December 31, 2023.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. F-15 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
F-16 Table of Contents SELECT MEDICAL HOLDINGS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. Leases The Company has operating and finance leases for its facilities. The Company’s occupational health centers generally have lease terms of 5 to 10 years with two, five year renewal options.
Leases The Company has operating and finance leases for its facilities. The Company’s occupational health centers generally have lease terms of 5 to 10 years with two, five-year renewal options.
Indirect costs were allocated to the Company, prior to the IPO, for the purposes of preparing the consolidated financial statements based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method, primarily based on headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented, depending on the nature of the services received.
Indirect costs were allocated to the Company, prior to the IPO, for the purposes of preparing the consolidated financial statements based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method, primarily based on headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of F-10 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC.
(“CHSI”), a wholly-owned subsidiary of Concentra, entered into a senior secured credit agreement (the “Credit Agreement”) that provides for an $850.0 million term loan (the “Term Loan”), and a $400.0 million revolving credit facility, including a $75.0 million sublimit for the issuance of standby letters of credit (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Credit Facilities On July 26, 2024, CHSI entered into a senior secured credit agreement (the “Credit Agreement”) that provides for an $850.0 million term loan (the “Term Loan”), and a $400.0 million revolving credit facility, including a $75.0 million sublimit for the issuance of standby letters of credit (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”).
Recent Accounting Guidance Not Yet Adopted Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to improve the transparency and decision usefulness of income tax disclosures.
Recently Adopted Accounting Guidance Income Taxes In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to improve the transparency and decision usefulness of income tax disclosures.
The Company allocated the purchase price of these acquired businesses to assets acquired, principally property and equipment, operating lease right-of-use assets, customer relationships, and liabilities assumed based on their estimated fair values. The Company recognized goodwill of $3.9 million in the occupational health centers reporting unit. During the year ended December 31, 2022, the Company made acquisitions of four centers.
The Company allocated the purchase price of these acquired businesses to assets acquired, principally property and equipment, customer relationships, and liabilities assumed based on their estimated fair values. The Company recognized goodwill of $4.2 million. During the year ended December 31, 2024, the Company made acquisitions of three centers.
Organization and Significant Accounting Policies (Continued) Intangible Assets Goodwill and indefinite-lived identifiable intangible assets Goodwill and other indefinite-lived intangible assets are recognized primarily as the result of business combinations.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Intangible Assets Goodwill and indefinite-lived identifiable intangible assets Goodwill and other indefinite-lived intangible assets are recognized primarily as the result of business combinations.
These variable interest entities have obligations payable for services received under their management agreements with the Company of $157.0 million and $156.2 million as of December 31, 2024 and 2023, respectively; these intercompany balances are eliminated in consolidation. 4. Acquisitions During the year ended December 31, 2024, the Company made acquisitions of three centers.
These variable interest entities have obligations payable for services received under their management agreements with the Company of $180.1 million and $157.0 million as of December 31, 2025 and 2024, respectively. These intercompany balances are eliminated in consolidation. 4. Acquisitions Nova Acquisition Effective March 1, 2025, the Company acquired Nova Medical Centers (“Nova”).
These coverages apply after a self-insured retention limit is exceeded. In addition, the Company purchases additional primary care limits in certain patient compensation fund states, including Indiana, Kansas, Louisiana, Nebraska, Pennsylvania and Wisconsin.
The Company’s insurance for the professional liability coverage is written on a “claims-made” basis, and its commercial general liability coverage is maintained on an “occurrence” basis. These coverages apply after a self-insured retention limit is exceeded. In addition, the Company purchases additional primary care limits in certain patient compensation fund states, including Indiana, Kansas, Louisiana, Nebraska, Pennsylvania and Wisconsin.
Segment Information (Continued) Segment Adjusted EBITDA is calculated as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, separation transaction costs, acquisition costs, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Segment Adjusted EBITDA is calculated as net income before, interest, income taxes, depreciation and amortization, stock compensation expense, acquisition related costs, gains or losses on early retirement of debt, separation transaction costs, and equity in earnings or losses of unconsolidated subsidiaries.
Long-term revolving promissory note with related party A portion of the net proceeds of the IPO, further discussed in Note 1 —“ Organization ”, was used to repay the long-term revolving promissory note with Select. F-22 Table of Contents CONCENTRA GROUP HOLDINGS PARENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10.
Long-term revolving promissory note with related party A portion of the net proceeds of the IPO, further discussed in Note 1 —“ Organization ”, was used to repay the long-term revolving promissory note with Select. 10.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

105 edited+26 added−30 removed325 unchanged
Biggest changeAt the end of the transitional periods specified in these agreements, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf, and these costs may significantly exceed the comparable expenses we have incurred in the past. • Our working capital requirements and capital expenditures were satisfied as part of Select’s corporate-wide cash management and centralized funding programs, and our cost of debt and other capital may differ significantly from the historical amounts reflected in our historical financial statements. • Although we have entered into transitional agreements with Select in connection with the Separation, these arrangements may not fully capture certain benefits that we enjoyed as a result of being under common ownership with Select, and the costs we incur as an independent, publicly traded company may significantly exceed comparable costs we would have incurred as part of Select. 44 Table of Contents For additional information about the past financial performance of our business and the basis of presentation of the historical consolidated financial statements of our business included in this Annual Report on Form 10-K, see “Basis of Presentation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Biggest changeAt the end of the transitional periods specified in these agreements, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf, and these costs may significantly exceed the comparable expenses we have incurred in the past. • Prior to the Separation working capital requirements and capital expenditures were satisfied as part of Select’s corporate-wide cash management and centralized funding programs, and our cost of debt and other capital may differ significantly from the historical amounts reflected in our pre-Separation financial statements. • Although we have entered into transitional agreements with Select in connection with the Separation, these arrangements may not fully capture certain benefits that we enjoyed as a result of being under common ownership with Select, and the costs we incur as an independent, publicly traded company may significantly exceed comparable costs we would have incurred as part of Select.
Rates of reimbursement for workers’ compensation services are established through a legislative or regulatory process within each state that we serve. Currently, we offer occupational health centers or offer telemedicine services in 38 states and the District of Columbia which have fee schedules pursuant to which all healthcare providers are uniformly reimbursed for workers’ compensation services.
Rates of reimbursement for workers’ compensation services are established through a legislative or regulatory process within each state that we serve. Currently, we offer occupational health centers or telemedicine services in 38 states and the District of Columbia which have fee schedules pursuant to which all healthcare providers are uniformly reimbursed for workers’ compensation services.
However, we cannot assure you that the indemnity will be sufficient to insure us against the full amount of such liabilities or that Select’s ability to satisfy its indemnification obligation will not be impaired in the future.
However, we cannot assure you that the indemnity will be sufficient to insure us against the full amount of such liabilities or that Select’s ability to satisfy its indemnification obligation will not be impaired in the future.
Increasing scrutiny and rapidly evolving expectations, including by governmental and non-governmental organizations, consumer advocacy groups, third-party interest groups, investors, consumers, customers, employees and other stakeholders, regarding ESG practices and performance, particularly as they relate to the environment, sustainability, climate change, health and safety, supply chain management, diversity, labor conditions and human rights, could adversely affect our business, financial condition and results of operations.
Scrutiny and rapidly evolving expectations, including by governmental and non-governmental organizations, consumer advocacy groups, third-party interest groups, investors, consumers, customers, employees and other stakeholders, regarding ESG practices and performance, particularly as they relate to the environment, sustainability, climate change, health and safety, supply chain management, diversity, labor conditions and human rights, could adversely affect our business, financial condition and results of operations.
From 2015 to July 2024, we operated as part of Select. The financial information included in this annual report on Form 10-K has been prepared from Select’s historical accounting records and is derived from the consolidated financial statements of Select to present Concentra as if it had been operating on a standalone basis.
From 2015 to July 2024, we operated as part of Select. Portions of the financial information included in this Annual Report on Form 10-K has been prepared from Select’s historical accounting records and is derived from the consolidated financial statements of Select to present Concentra as if it had been operating on a standalone basis.
However, cost increases due to inflationary pressures may outpace our expectations and we may not be able to offset the higher costs through price increases and achieve cost efficiencies, causing us to use our cash and other liquid assets faster than forecasted.
Cost increases due to inflationary pressures may outpace our expectations and we may not be able to offset the higher costs through price increases and achieve cost efficiencies, causing us to use our cash and other liquid assets faster than forecasted.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” Our Credit Facilities require us to comply with certain covenants and obligations, the default of which may result in the acceleration of certain of our indebtedness.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” Our Credit Facilities require us to comply with certain covenants and obligations, the default of which may result in the acceleration of our Credit Facilities.
Summary of Risk Factors The following is a summary of the principal factors that make an investment in Concentra speculative or risky: Risks Related to Our Business, Industry and Operations • If the frequency of work-related injuries and illnesses decline, including if employment trends in the United States shift to industries that are less prone to workplace injuries and illness, our business, financial condition and results of operations may be negatively affected. • If we have adverse changes to our relationships with our significant employer customers, third-party payors, workers’ compensation provider networks or employer services networks, our business, financial condition and results of operations may be adversely affected. • We conduct business in a heavily regulated industry and changes to regulations, new interpretations of existing regulations, or violations of regulations may result in increased costs or sanctions that reduce our revenue and profitability. • Cost containment initiatives or state fee schedule changes undertaken by state workers’ compensation boards or commissions and other third-party payors may adversely affect our revenue, profitability, and financial condition. • The nature of the markets that we serve may constrain our ability to realize reimbursement increases at rates sufficient to keep pace with the inflation of our costs. • Labor shortages, increased employee turnover, increases in employee-related costs, and union activity could have adverse effects including significant increases in our operating costs and a reduction in profitability. • If we fail to compete effectively with other occupational health centers, onsite health clinics at employer worksites, and healthcare providers in the local areas we serve, our revenue and profitability may decline. • We may be adversely affected by a failure or security breach of our, or our third-party vendors’, information technology systems, such as a cyber attack, which may subject us to potential legal and reputational harm and have an adverse impact on our business. • We may be adversely affected by negative publicity which can result in increased governmental and regulatory scrutiny and possibly adverse regulatory changes. • Significant legal actions could subject us to substantial uninsured liabilities. • We are subject to a variety of litigation, investigations and audits and other legal and regulatory proceedings and payor audits in the course of our business that could adversely affect our business and financial statements. • Current and future acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen liabilities. • In conducting our business, we are required to comply with applicable laws regarding the corporate practice of medicine and therapy and professional fee-splitting. • We are dependent on our relationships with affiliated professional entities that we do not own to provide healthcare services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities become subject to legal challenges. • We are subject to extensive federal and state laws and regulations relating to the privacy of personal information, including protected health information, and any actual or perceived failure to comply could adversely affect our business, financial condition and results of operations.
Summary of Risk Factors The following is a summary of the principal factors that make an investment in Concentra speculative or risky: Risks Related to Our Business, Industry and Operations • If the frequency of work-related injuries and illnesses decline, including if employment trends in the United States shift to industries that are less prone to workplace injuries and illness, our business, financial condition and results of operations may be negatively affected. • If we have adverse changes to our relationships with our significant employer customers, third-party payors, workers’ compensation provider networks or employer services networks, our business, financial condition and results of operations may be adversely affected. • We conduct business in a heavily regulated industry and changes to regulations, new interpretations of existing regulations, or violations of regulations may result in increased costs or sanctions that reduce our revenue and profitability. • Cost containment initiatives or state fee schedule changes undertaken by state workers’ compensation boards or commissions and other third-party payors may adversely affect our revenue, profitability, and financial condition. • The nature of the markets that we serve may constrain our ability to realize reimbursement increases at rates sufficient to keep pace with the inflation of our costs. • Labor shortages, increased employee turnover, increases in employee-related costs, and union activity could have adverse effects including significant increases in our operating costs and a reduction in profitability. • If we fail to compete effectively with other occupational health centers, onsite health clinics at employer worksites, and healthcare providers in the local areas we serve, our revenue and profitability may decline. • A failure or security breach of our, or our third-party vendors’, information technology systems, such as a cyber-attack, may compromise our facilities, confidential data or critical data systems, result in harm to patients, subject us to potential legal and reputational harm and otherwise have an adverse impact on our operations and business. • We may be adversely affected by negative publicity which can result in increased governmental and regulatory scrutiny and possibly adverse regulatory changes. • Significant legal actions could subject us to substantial uninsured liabilities. • We are subject to a variety of litigation, investigations and audits and other legal and regulatory proceedings and payor audits in the course of our business that could adversely affect our business and financial statements. • Current and future acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen liabilities. • In conducting our business, we are required to comply with applicable laws regarding the corporate practice of medicine and therapy and professional fee-splitting. • We are dependent on our relationships with affiliated professional entities that we do not own to provide healthcare services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities become subject to legal challenges. • We are subject to extensive federal and state laws and regulations relating to the privacy of personal information, including protected health information, and any actual or perceived failure to comply could adversely affect our business, financial condition and results of operations.
Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • similar state law anti-kickback, self-referral, and false claims laws, some of which may apply to items or services reimbursed by any payor, including patients, state workers’ compensation programs, and commercial insurers and include “whistleblower” provisions; • federal and state laws as well as coverage and reimbursement requirements that prohibit providers from billing and receiving payments for therapy services and other healthcare services, unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of service rendered and otherwise meet complex billing requirements, including, among others, individual, group and concurrent therapy services; • the Civil Monetary Penalties Law, which prohibits the offering or giving of remuneration, including free services or discounts, and waivers of beneficiary cost sharing, to Medicare and Medicaid beneficiaries that is likely to influence the beneficiary’s selection of a particular provider or supplier; • state corporate practice prohibitions and fee-splitting laws; • federal, state and local laws and policies that require clinical facilities and providers to maintain licensure, certification, or accreditation; and • federal and state laws pertaining to non-physician practitioners, such as nurse practitioners physician assistants, and therapy assistants, including scope of practice limitations and requirements for supervision of such practitioners and reimbursement-related requirements.
Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • similar state law anti-kickback, self-referral, and false claims laws, some of which may apply to items or services reimbursed by any payor, including patients, state workers’ compensation programs, and commercial insurers and include “whistleblower” provisions; • federal and state laws as well as coverage and reimbursement requirements that prohibit providers from billing and receiving payments for therapy services and other healthcare services, unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of service rendered and otherwise meet complex billing requirements, including, among others, individual, group and concurrent therapy services; • the Civil Monetary Penalties Law, which prohibits the offering or giving of remuneration, including free services or discounts, and waivers of beneficiary cost sharing, to Medicare and Medicaid beneficiaries that is likely to influence the beneficiary’s selection of a particular provider or supplier; • state corporate practice prohibitions and fee-splitting laws; • laws related to the development and use of artificial intelligence (“AI”); • federal, state and local laws and policies that require clinical facilities and providers to maintain licensure, certification, or accreditation; and • federal and state laws pertaining to non-physician practitioners, such as nurse practitioners physician assistants, and therapy assistants, including scope of practice limitations and requirements for supervision of such practitioners and reimbursement-related requirements.
Accordingly, this information may not necessarily reflect what our financial condition, results of operations or cash flows would have been had we been a standalone company during the periods presented or what our financial condition, results of operations and cash flows may be in the future, primarily because of the following factors: • Prior to the Separation, our business was operated by Select as part of its broader corporate organization, rather than as an independent, publicly traded company.
Accordingly, pre-Separation financial information may not necessarily reflect what our financial condition, results of operations or cash flows would have been had we been a standalone company during the periods presented or what our financial condition, results of operations and cash flows may be in the future, primarily because of the following factors: • Prior to the Separation, our business was operated by Select as part of its broader corporate organization, rather than as an independent, publicly traded company.
The market price of shares of our common stock may be highly volatile and fluctuate significantly due to a number of factors, some of which may be beyond our control, including: • our quarterly or annual earnings or those of our competitors; • variations in our quarterly dividends, if any, to stockholders; • actual or anticipated fluctuations in our operating results or those of our competitors; • publication of research reports about us, our competitors or our industry, changes in, or failure to meet, estimates made by securities analysts or ratings agencies of our financial and operating performance or lack of research reports by industry analysts or ceasing of analyst coverage; • additions or departures of key management personnel; • strategic actions or announcements by us or our competitors; • adverse market reaction to any indebtedness we may incur or securities we may issue in the future; • changes in accounting standards, policies, guidelines, interpretations or principles; • changes to the regulatory and legal environment in which we operate; • litigation or governmental investigations initiated against us; • reputational issues, including reputational issues involving our competitors and their products, Select and our third-party partners; • actions by institutional stockholders; • any ineffectiveness of our internal controls; • announcements made or actions taken by Select, whether in respect of the Distribution or otherwise; • overall market fluctuations and domestic and worldwide economic and political conditions; and • other factors described in this “Risk Factors” section and elsewhere in this annual report on Form 10-K .
The market price of shares of our common stock may be highly volatile and fluctuate significantly due to a number of factors, some of which may be beyond our control, including: • our quarterly or annual earnings or those of our competitors; • variations in our quarterly dividends, if any, to stockholders; • actual or anticipated fluctuations in our operating results or those of our competitors; • publication of research reports about us, our competitors or our industry, changes in, or failure to meet, estimates made by securities analysts or ratings agencies of our financial and operating performance or lack of research reports by industry analysts or ceasing of analyst coverage; • additions or departures of key management personnel; • strategic actions or announcements by us or our competitors; • adverse market reaction to any indebtedness we may incur or securities we may issue in the future; • changes in accounting standards, policies, guidelines, interpretations or principles; • changes to the regulatory and legal environment in which we operate; • litigation or governmental investigations initiated against us; • reputational issues, including reputational issues involving our competitors and their products, Select and our third-party partners; • actions by institutional stockholders; • any ineffectiveness of our internal controls; • overall market fluctuations and domestic and worldwide economic and political conditions; and • other factors described in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K.
For example, it: • requires us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, reducing the availability of our cash flow to fund working capital, capital expenditures, development activity, acquisitions, and other general corporate purposes; • increases our vulnerability to adverse general economic or industry conditions; • limits our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate; • makes us more vulnerable to increases in interest rates, as borrowings under our Credit Facilities are at variable rates; • limits our ability to borrow additional funds in the future for working capital or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our common stock; • limits our ability to pay dividends; and • reduces the cash flow available to fund capital expenditures and other corporate purposes and to grow our business placing us at a competitive disadvantage compared to our competitors that have less indebtedness.
For example, it: • requires us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, reducing the availability of our cash flow to fund working capital, capital expenditures, development activity, acquisitions, and other general corporate purposes; • increases our vulnerability to adverse general economic or industry conditions; • limits our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate; • makes us more vulnerable to increases in interest rates, as borrowings under our Credit Facilities are at variable rates; • limits our ability to borrow additional funds in the future for working capital or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our common stock; 41 Table of C ontents • limits our ability to pay dividends; and • reduces the cash flow available to fund capital expenditures and other corporate purposes and to grow our business placing us at a competitive disadvantage compared to our competitors that have less indebtedness.
Risks Related to the Separation and the Distribution • We have a limited history of operating as a standalone public company, and our historical financial information may not necessarily reflect the results that we would have achieved as a standalone public company or what our results may be in the future. • We may not achieve all of the expected benefits of the Separation and the Separation could adversely affect our business, financial condition and results of operations.
Risks Related to the Separation and the Distribution • We have a limited history of operating as a standalone public company, and our historical financial information may not fully reflect the results that we would have achieved as a standalone public company or what our results may be in the future. • We may not achieve all of the expected benefits of the Separation and the Separation could adversely affect our business, financial condition and results of operations.
Select or one of its affiliates performed various corporate functions for us, including finance, human resources, benefits administration, procurement support, information technology, legal, corporate governance and other professional services. • Our historical financial results reflect the direct and indirect costs for the services historically provided by Select to us.
Select or one of its affiliates performed various corporate functions for us, including finance, human resources, benefits administration, procurement support, information technology, legal, corporate governance and other professional services. • Our pre-Separation historical financial results reflect the direct and indirect costs for the services historically provided by Select to us.
In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, 49 Table of Contents additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our common stock could decrease significantly.
In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, 48 Table of C ontents additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our common stock could decrease significantly.
Increasing scrutiny and rapidly evolving expectations from stakeholders regarding ESG matters could adversely affect our business, financial condition and results of operations.
Scrutiny and rapidly evolving expectations from stakeholders regarding ESG matters could adversely affect our business, financial condition and results of operations.
If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors could lose confidence in the accuracy and completeness of our financial reports and the market price of shares of our common stock could be adversely affected.
If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors could lose confidence in the accuracy and completeness of our financial reports and the market price of shares of our common stock could be adversely affected.
Under the Tax Matters Agreement, we will generally be required to indemnify Select against taxes incurred by Select arising from any breach of representations made by us (including those provided in connection with the private letter ruling from the IRS and opinions from tax advisors) or from certain other acts or omissions, in each case that result in certain steps of the Separation or the Distribution failing to meet the requirements under Section 355 of 45 Table of Contents the Code.
Under the Tax Matters Agreement, we will generally be required to indemnify Select against taxes incurred by Select arising from any breach of representations made by us (including those provided in connection with the private letter ruling from the IRS and opinions from tax advisors) or from certain other acts or omissions, in each case that result in certain steps of the Separation or the Distribution failing to meet the requirements under Section 355 of the Code.
Risks Related to the Separation and the Distribution We have a limited history of operating as a standalone public company, and our historical financial information may not necessarily reflect the results that we would have achieved as a standalone public company or what our results may be in the future.
Risks Related to the Separation and the Distribution We have a limited history of operating as a standalone public company, and our historical financial information may not fully reflect the results that we would have achieved as a standalone public company or what our results may be in the future.
Indirect costs were allocated to us for the purposes of preparing our historical consolidated financial statements based on a specific identification basis or, when specific identification was not practicable, a proportional cost allocation method, primarily based on headcount or other allocation methodologies that were considered to be a reasonable reflection of the utilization of services provided or the benefit received by us during the periods presented, depending on the nature of the services received.
Indirect costs were allocated to us for the purposes of preparing our pre-Separation consolidated financial statements based on a specific identification basis or, when specific identification was not practicable, a proportional cost allocation method, primarily based on headcount or other allocation methodologies that were considered to be a reasonable reflection of the utilization of services provided or the benefit received by us during the periods presented, depending on the nature of the services received.
A reduction in workforce may also lead to declines in workers’ compensation claims, which may adversely affect our business. Approximately 61% of our revenue was generated from the treatment of workers’ compensation claims in 2024. Inflation has also increased throughout the U.S. economy.
A reduction in workforce may also lead to declines in workers’ compensation claims, which may adversely affect our business. Approximately 61% of our revenue was generated from the treatment of workers’ compensation claims in 2025. Inflation has also increased throughout the U.S. economy.
Rather, the government may 29 Table of Contents evaluate such arrangements on a case-by-case basis, taking into account all facts and circumstances, including the parties’ intent and the arrangement’s potential for abuse, and may be subject to greater scrutiny by enforcement agencies; • the federal physician self-referral law (the “Stark Law”), that, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated health services if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such designated health services.
Rather, the government may evaluate such arrangements on a case-by-case basis, taking into account all facts and circumstances, including the parties’ intent and the arrangement’s potential for abuse, and may be subject to greater scrutiny by enforcement agencies; 28 Table of C ontents • the federal physician self-referral law (the “Stark Law”), that, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated health services if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such designated health services.
Notwithstanding the private letter ruling and opinions of tax advisors, the IRS could determine on audit that certain steps of the Separation or the Distribution are taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinions that are not covered by the private letter ruling, or for other reasons, including as a result of certain significant changes in our stock ownership or the stock ownership of Select following the Distribution.
Notwithstanding the private letter ruling and opinions of tax advisors, the IRS could determine on audit that certain steps of the Separation or the Distribution are taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it 44 Table of C ontents disagrees with the conclusions in the opinions that are not covered by the private letter ruling, or for other reasons, including as a result of certain significant changes in our stock ownership or the stock ownership of Select following the Distribution.
A number of factors contribute to increased labor costs, such as constrained staffing due to a shortage of healthcare workers, increased dependence on contract workers, the cost of recruiting and training new employees, the cost of retaining existing staff, and other government regulations, which include laws and regulations related to minimum wage standards and workers’ health and safety. 31 Table of Contents We are highly dependent upon the ability of our affiliated professional medical groups to recruit and retain qualified physicians and other licensed providers to provide services to our existing occupational health centers and onsite health clinics and to expand our business.
A number of factors contribute to increased labor costs, such as constrained staffing due to a shortage of healthcare workers, increased dependence on contract workers, the cost of recruiting and training new employees, the cost of retaining existing staff, and other government regulations, which include laws and regulations related to minimum wage standards and workers’ health and safety. 30 Table of C ontents We are highly dependent upon the ability of our affiliated professional medical groups to recruit and retain qualified physicians and other licensed providers to provide services to our existing occupational health centers and onsite health clinics and to expand our business.
The terms of these agreements, including the fees charged for services provided under these agreements, were primarily determined by Select and SMC and, as a result, may not necessarily reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties or from arm’s-length negotiations between Select, SMC and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction. 48 Table of Contents Risks Related to Ownership of Our Common Stock We cannot be certain that an active trading market for our common stock will be sustained.
The terms of these agreements, including the fees charged for services provided under these agreements, were primarily determined by Select and SMC and, as a result, may not necessarily reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties or from arm’s-length negotiations between Select, SMC and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction. 47 Table of C ontents Risks Related to Ownership of Our Common Stock We cannot be certain that an active trading market for our common stock will be sustained.
Our business depends on our ability to attract and retain talented, highly skilled employees and a diverse workforce, and on the succession of our senior management. Our business depends on our ability to attract and retain talented employees representing diverse backgrounds, experiences, and skill sets.
Our business depends on our ability to attract and retain talented, highly skilled employees and a diverse workforce, and on the succession of our senior management. Our business depends on our ability and the ability of our Managed PCs to attract and retain talented employees representing diverse backgrounds, experiences, and skill sets.
Policing unauthorized use of our know-how, technology and intellectual property is difficult, costly, time- consuming and may not be effective. Third parties may knowingly or unknowingly infringe our proprietary rights. We may be required to spend significant resources to monitor 40 Table of Contents and enforce our intellectual property rights.
Policing unauthorized use of our know-how, technology and intellectual property is difficult, costly, time- consuming and may not be effective. Third parties may knowingly or unknowingly infringe our proprietary rights. We may be required to spend significant resources to monitor and enforce our intellectual property rights.
Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate 51 Table of Contents with the Board rather than to attempt an unsolicited takeover not approved by the Board.
Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with the Board rather than to attempt an unsolicited takeover not approved by the Board.
A continued economic downturn or recession, or slowing or stalled recovery therefrom, may have a material adverse effect on our business, financial condition and results of operations, as it could negatively impact our current and prospective customers, adversely affect the financial ability of payors to pay claims, adversely impact our ability to pay our expenses and limit our ability to obtain financing for our operations.
A continued economic downturn or recession, or slowing or stalled recovery therefrom, may have a material adverse effect on our business, financial condition and results of operations, as it could negatively impact our current and prospective customers, 40 Table of C ontents adversely affect the financial ability of payors to pay claims, adversely impact our ability to pay our expenses and limit our ability to obtain financing for our operations.
State Departments of Health or other state regulatory agencies may require us to obtain licenses, permits, registrations, accreditations and/or certifications in the various states in which we have our occupational health centers and onsite health clinics at employer worksites and in connection with our pharmacy distribution, utilization review and third-party administrator services.
State Departments of Health or other state regulatory agencies may require us to obtain licenses, permits, registrations, accreditations and/or certifications in the various states in which we have our occupational health centers and onsite health clinics at employer worksites and in connection with our pharmacy distribution, utilization review and third-party administrator 38 Table of C ontents services.
At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.
Additionally, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.
The value of the assets and liabilities we assumed in connection with the Separation could ultimately be materially different than these attributions, which could adversely affect our business, financial condition and results of operations. 46 Table of Contents We are a smaller company relative to our former parent, Select, which could result in increased costs in our supply chain and in general because of a decrease in our purchasing power as a result of the Separation.
The value of the assets and liabilities we assumed in connection with the Separation could ultimately be materially different than these attributions, which could adversely affect our business, financial condition and results of operations. 45 Table of C ontents We are a smaller company relative to our former parent, Select, which could result in increased costs in our supply chain and in general because of a decrease in our purchasing power as a result of the Separation.
Our cash flow from operations may not be sufficient to service our outstanding debt or to repay the outstanding debt as it becomes due, 42 Table of Contents and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.
Our cash flow from operations may not be sufficient to service our outstanding debt or to repay the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.
In addition, customers and other stakeholders have encouraged or insisted on, and likely will continue to encourage or insist on in the future, the adoption of various ESG practices that may conflict with one another and may exceed the requirements of applicable laws or regulations.
In addition, customers and other stakeholders have encouraged or insisted on, and likely will continue to encourage or insist on in the future, the adoption of various ESG practices that may 52 Table of C ontents conflict with one another and may exceed the requirements of applicable laws or regulations.
Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity and require us to incur significant costs and could result in a material adverse effect to our reputation and business.
Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity and require us to incur significant costs 33 Table of C ontents and could result in a material adverse effect to our reputation and business.
Certain state laws apply to transactions involving MSOs, and the review processes can involve lengthy 35 Table of Contents review and approval periods, require enhanced disclosure obligations and impact analysis, public notices and hearings, and approval conditions and post-closing oversight, including ongoing reporting obligations.
Certain state laws apply to transactions involving MSOs, and the review processes can involve lengthy review and approval periods, require enhanced disclosure obligations and impact analysis, public notices and hearings, and approval conditions and post-closing oversight, including ongoing reporting obligations.
For additional information, see Note 16— “Income Taxes”, to our audited consolidated financial statements included elsewhere in this annual report on Form 10-K . We conduct business and file tax returns in numerous jurisdictions and are subject to regular reviews, examinations and audits by many tax authorities around the world.
For additional information, see Note 17— “Income Taxes”, to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K . We conduct business and file tax returns in numerous jurisdictions and are subject to regular reviews, examinations and audits by many tax authorities.
In particular, our day-to-day business operations, including a significant portion of the communications among our customers, suppliers and other third-party partners, rely on Information Technology Systems (“IT Systems”). Select’s IT Systems are complex and we expect the transfer of IT Systems from Select to us to continue to be complex, time-consuming and costly.
In particular, our day-to-day business operations, including a significant portion of the communications among our customers, suppliers and other third-party partners, rely on Information Technology Systems (“IT Systems”). Select’s IT Systems are complex and the transfer of IT Systems from Select to us is complex, time-consuming and costly.
It is impossible to predict the extent to which our operations, or those of our customers, third party partners or suppliers, will be impacted in the short or long term, or the ways in which these conflicts may impact our business.
It is impossible to predict the extent to which our operations, or those of our customers, third party partners or suppliers, will be impacted in the short or long term, or the ways in which geopolitical instability or global conflicts may impact our business.
Numerous state and federal laws and regulations address privacy and information security concerns resulting from our access to personal information. 32 Table of Contents Our information technology systems and those of our vendors that process, maintain, and transmit personal information are subject to various cybersecurity risks that threaten the confidentiality, integrity, and availability of the information technology systems and personal information.
Numerous state and federal laws and regulations address privacy and information security concerns resulting from our access to personal information. 31 Table of C ontents Our information technology systems and those of our vendors that process, maintain, and transmit personal information are subject to various cybersecurity risks that threaten the confidentiality, integrity, and availability of the information technology systems and personal information.
Transactions involving multi-state organizations with hundreds of health care providers across the country can now be subject to state reviews because one or more providers derive revenue from patients within the state.
Transactions involving multi-state organizations with hundreds of health care providers across the country can now be subject to state reviews because one or more providers derive revenue from 34 Table of C ontents patients within the state.
Corporate practice restrictions are generally designed to prohibit a non-professional entity or individual from owning a practice, employing providers or controlling or unduly influencing the professional practice and clinical decision making of the licensed professional.
Corporate practice restrictions are generally designed to prohibit a non-professional entity or individual from owning a practice, employing providers or controlling or unduly influencing the professional practice and clinical decision making of the licensed 35 Table of C ontents professional.
Impairment of our goodwill and other intangible assets would result in a reduction in net income. Due in part to our growth through acquisitions, we have a material amount of goodwill, trademarks and other intangible assets, as well as other long-lived assets, which are periodically evaluated for impairment in accordance with current accounting standards.
Due in part to our growth through acquisitions, we have a material amount of goodwill, trademarks and other intangible assets, as well as other long-lived assets, which are periodically evaluated for impairment in accordance with current accounting standards.
However, any tax authority could take a position on tax treatment that is contrary to our expectations, which could result in tax liabilities, including interest and penalties, in excess of reserves. 54 Table of Contents Item 1B. Unresolved Staff Comments. None.
However, any tax authority could take a position on tax treatment that is contrary to our expectations, which could result in tax liabilities, including interest and penalties, in excess of reserves. 53 Table of C ontents Item 1B. Unresolved Staff Comments. None.
Many of these involve large claims and significant defense costs and if successful, could result in significant liabilities that may exceed our 33 Table of Contents insurance coverage and the financial ability of our affiliated professional medical groups to indemnify us.
Many of these 32 Table of C ontents involve large claims and significant defense costs and if successful, could result in significant liabilities that may exceed our insurance coverage and the financial ability of our affiliated professional medical groups to indemnify us.
Furthermore, if we bring a claim to enforce our intellectual property rights against an alleged infringer, the alleged infringer may bring counterclaims challenging the validity, enforceability or scope of our intellectual property rights, and if any such counterclaims are successful, we could lose valuable intellectual property rights. Any of these events could seriously harm our business.
Furthermore, if we bring a claim to enforce our intellectual property rights against an alleged infringer, the alleged infringer may bring counterclaims challenging the validity, enforceability or scope of our intellectual property rights, and if any such counterclaims are successful, we could lose valuable intellectual property rights.
If a successful legal challenge or an adverse change in relevant laws were to occur, and we were unable to adapt our business model accordingly, our operations in affected jurisdictions would be disrupted, which could harm our business.
If a successful legal challenge or an adverse change in relevant laws were to occur, and we were 36 Table of C ontents unable to adapt our business model accordingly, our operations in affected jurisdictions would be disrupted, which could harm our business.
We may be able to incur additional indebtedness in the future. Although our Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.
Although our Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.
Furthermore, to the extent we decide to 47 Table of Contents engage one or more third parties to provide these services to us in the future, we could encounter additional risks associated with reliance on third parties.
Furthermore, to the extent we decide to 46 Table of C ontents engage one or more third parties to provide these services to us in the future, we could encounter additional risks associated with reliance on third parties.
Legal Proceedings.” and Note 17—“ Commitments and Contingencies ,” to our audited consolidated financial statements included elsewhere in this annual report on Form 10-K .
Legal Proceedings.” and Note 18—“Commitments and Contingencies,” to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Certain activities related to the Separation process are ongoing and we expect this process to continue to be complex, time-consuming and costly. We still need to establish or expand our own corporate functions, including finance, human resources, benefits administration, procurement support, information technology, legal, corporate governance and other professional services.
Certain activities related to the Separation process are ongoing and we expect this process to continue to be complex, time-consuming and costly. We continue to build out our own corporate functions, including finance, human resources, benefits administration, procurement support, information technology, legal, corporate governance and other professional services.
We have a substantial amount of indebtedness. After giving effect to, among other things, the incurrence of the Credit Facilities, as of December 31, 2024, we would have had approximately $1,479.0 million of total indebtedness. Our indebtedness could have important consequences to you.
We have a substantial amount of indebtedness. After giving effect to, among other things, the incurrence of the Credit Facilities, as of December 31, 2025, we would have had approximately $1,574.4 million of total indebtedness. Our indebtedness could have important consequences to you.
Our business, financial condition and results of operations could be adversely affected by any negative impact on the global economy, capital markets and supply chains resulting from such conflicts or any other geopolitical tensions. 27 Table of Contents Risks Related to Our Indebtedness • Our substantial indebtedness may limit the amount of cash flow available to invest in the ongoing needs of our business. • Our Credit Facilities require us to comply with certain covenants and obligations, the default of which may result in the acceleration of certain of our indebtedness.
Our business, financial condition and results of operations could be adversely affected by any negative impact on the global economy, capital markets and supply chains resulting from such instability. 26 Table of C ontents Risks Related to Our Indebtedness • Our substantial indebtedness may limit the amount of cash flow available to invest in the ongoing needs of our business. • Our Credit Facilities require us to comply with certain covenants and obligations, the default of which may result in the acceleration of certain of our Credit Facilities.
Our inability to comply with any of these covenants could result in a default under our Credit Facilities. In the event of any default under the Credit Facilities, the revolving lenders could elect to terminate borrowing commitments and declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be immediately due and payable.
In the event of any event of default under the Credit Facilities, the revolving lenders could elect to terminate borrowing commitments and declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be immediately due and payable.
In addition, developments in proceedings in any 34 Table of Contents given period may require us to adjust the loss contingency estimates that we have recorded in our financial statements, record estimates for liabilities or assets previously not susceptible of reasonable estimates or pay cash settlements or judgments.
In addition, developments in proceedings in any given period may require us to adjust the loss contingency estimates that we have recorded in our financial statements, record estimates for liabilities or assets previously not susceptible of reasonable estimates or pay cash settlements or judgments. Any of these developments could adversely affect our financial statements in any particular period.
See “Certain Relationships and Related Person Transactions — Agreements Entered into in Connection with the Separation-Transition Services Agreement.” Our historical financial information does not reflect our obligations under the various transitional agreements we have entered into with Select in connection with the Separation.
See “Certain Relationships and Related Person Transactions—Agreements Entered into in Connection with the Separation-Transition Services Agreement.” Our pre-Separation financial information does 43 Table of C ontents not reflect our obligations under the various transitional agreements we have entered into with Select in connection with the Separation.
Risks Related to Financial and Economic Market Condition • We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing Israel-Palestine and Russia-Ukraine military conflicts.
Risks Related to Financial and Economic Market Condition • We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing conflicts in the Middle East, Russia and Ukraine, and other international tensions.
These reporting and other obligations place significant demands on our management, diverting their time and attention from sales-generating activities to compliance activities, and require increased administrative and operational costs and expenses that we did not incur prior to the Separation, which could adversely affect our business, financial condition and results of operations. 50 Table of Contents Your percentage ownership in us may be diluted in the future.
These reporting and other obligations place significant demands on our management, diverting their time and attention from sales-generating activities to compliance activities, and require administrative and operational costs and expenses, which could adversely affect our business, financial condition and results of operations. Your percentage ownership in us may be diluted in the future.
Any of these developments could adversely affect our financial statements in any particular period. We cannot assure you that our liabilities in connection with litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial statements and business.
We cannot assure you that our liabilities in connection with litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial statements and business.
Any failure to comply with these rules could have a material adverse effect on our business, financial condition and results of operations. 39 Table of Contents Facility licensure requirements in some states are costly and time-consuming, limiting or delaying our operations, and failure to comply with laws or regulation relating to permit, licensing and accreditation requirements, could result in fines, penalties and other adverse action, the loss of licenses, permits and accreditations and adversely affect our business and our financial condition.
Facility licensure requirements in some states are costly and time-consuming, limiting or delaying our operations, and failure to comply with laws or regulation relating to permit, licensing and accreditation requirements, could result in fines, penalties and other adverse action, the loss of licenses, permits and accreditations and adversely affect our business and our financial condition.
If third parties claim that we infringe upon their intellectual property rights, our operations could be adversely affected. We may become subject to claims that we infringe, misappropriate or otherwise violate the intellectual property rights of others.
Any of these events could seriously harm our business. 39 Table of C ontents If third parties claim that we infringe upon their intellectual property rights, our operations could be adversely affected. We may become subject to claims that we infringe, misappropriate or otherwise violate the intellectual property rights of others.
If we are unable to obtain a waiver from the requisite lenders under such circumstances, these lenders could exercise their rights, then our financial condition and results of operations could be adversely affected, and we could become bankrupt or insolvent.
If we are unable to obtain a waiver from the requisite lenders under such circumstances, the lenders could exercise their rights, which could adversely affect our financial condition and results of operations and result in us becoming bankrupt or insolvent.
Accordingly, we must monitor our compliance with laws in every jurisdiction in which we operate on an ongoing basis, and we cannot provide assurance that our activities and arrangements, if challenged, will be found to be in compliance with the law. 37 Table of Contents While the MSAs prohibit us from controlling, influencing or otherwise interfering with the practice of medicine at each Managed PC, and provide that physicians retain exclusive control and responsibility for all aspects of the practice of medicine, there can be no assurance that our contractual arrangements and activities with the Managed PCs will be free from scrutiny from authorities, and we cannot guarantee that subsequent interpretation of the corporate practice of medicine and fee splitting laws will not circumscribe our business operations.
While the MSAs prohibit us from controlling, influencing or otherwise interfering with the practice of medicine at each Managed PC, and provide that physicians retain exclusive control and responsibility for all aspects of the practice of medicine, there can be no assurance that our contractual arrangements and activities with the Managed PCs will be free from scrutiny from authorities, and we cannot guarantee that subsequent interpretation of the corporate practice of medicine and fee splitting laws will not circumscribe our business operations.
The loss of the services of certain of these individuals could disrupt significant aspects of our business, could prevent us from successfully executing our business strategy, and could have a material adverse effect on our results of operations.
We do not maintain any key life insurance policies for any of our employees. The loss of the services of certain of these individuals could disrupt significant aspects of our business, could prevent us from successfully executing our business strategy, and could have a material adverse effect on our results of operations.
Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment, recoupment, imprisonment, loss of licensure, enrollment status and exclusion from the Medicare and Medicaid programs, imposition of a corporate integrity agreement, consent decree or similar agreements that impose ongoing compliance obligations.
We expect federal government will continue to devote substantial resources to investigating healthcare providers’ compliance with the FCA and other applicable fraud and abuse laws. 29 Table of C ontents Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment, recoupment, imprisonment, loss of licensure, enrollment status and exclusion from the Medicare and Medicaid programs, imposition of a corporate integrity agreement, consent decree or similar agreements that impose ongoing compliance obligations.
We are a holding company and our only material assets are our equity interests in our subsidiaries. As a consequence, we depend on the ability of our subsidiaries to pay dividends and make other payments and distributions to us in order to meet our obligations. We are a holding company with limited direct business operations.
Any such issuance could result in substantial dilution to our existing stockholders. We are a holding company and our only material assets are our equity interests in our subsidiaries. As a consequence, we depend on the ability of our subsidiaries to pay dividends and make other payments and distributions to us in order to meet our obligations.
Because of improvements in workplace safety, greater access to health insurance, and the continued transition from a manufacturing-based economy to a service-based economy, workers are generally healthier and less prone to injuries than in the past.
Because of improvements in workplace safety, greater access to health insurance, and the continued transition from a manufacturing-based economy to a service-based economy, workers are generally healthier and less prone to injuries than in the past. A decline in workplace injuries and illness may cause the number of workers’ compensation claims to decrease, which may adversely affect our business.
We compete with other healthcare providers, such as hospitals, who contract with insurance companies and other third-party payors and may be able to negotiate more favorable rates or provide services at a lower cost. We believe that these cost containment measures may continue and, if so, would limit reimbursements for healthcare services that our affiliated clinicians provide.
We compete with other healthcare providers, such as hospitals, who contract with insurance companies and other third-party payors and may be able to negotiate more favorable rates or provide services at a lower cost.
Our Credit Facilities also require us to maintain a leverage ratio (based upon the ratio of indebtedness to consolidated EBITDA as defined in the agreements governing our Credit Facilities), which is tested quarterly. Failure to comply with any of these covenants would result in an event of default under our Credit Facilities.
Our Credit Agreement also requires us to maintain a leverage ratio (based upon the ratio of indebtedness to consolidated EBITDA as defined in the Credit Agreement), which is tested quarterly. Failure to maintain the applicable leverage ratio that is not subsequently cured in accordance with our Credit Agreement would result in an event of default under our Credit Facilities.
A non-permitted use or disclosure of PHI is presumed to be a breach under HIPAA unless the covered entity or business associate establishes that there is a low probability the information has been compromised consistent with requirements enumerated in HIPAA. 38 Table of Contents Entities that are found to be in violation of HIPAA as the result of a breach of unsecured PHI, a complaint about privacy practices or an audit by OCR, may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with OCR to settle allegations of HIPAA non- compliance.
Entities that are found to be in violation of HIPAA as the result of a breach of unsecured PHI, a complaint about privacy practices or an audit by OCR, may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with OCR to settle allegations of HIPAA non- compliance.
Also, these restrictions do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility.
Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility.
Furthermore, the ability of our subsidiaries to make such payments of interest, dividends, distributions, loans, or advances may be contested by taxing authorities in the relevant jurisdictions. Despite our substantial level of indebtedness, we may be able to incur additional indebtedness. This could further exacerbate the risks described above, especially in the current rising interest rate environment.
Furthermore, the ability of our subsidiaries to make such payments of interest, dividends, distributions, loans, or advances may be contested by taxing authorities in the relevant jurisdictions. 42 Table of C ontents Despite our substantial level of indebtedness, we may be able to incur additional indebtedness.
We may be adversely affected by a failure or security breach of our, or our third-party vendors’, information technology systems, such as a cyber attack, which may subject us to potential legal and reputational harm and have an adverse impact on our business.
A failure or security breach of our, or our third-party vendors’, information technology systems, such as a cyber-attack, may compromise our facilities, confidential data or critical data systems, result in harm to patients, subject us to potential legal and reputational harm, and otherwise have an adverse impact on our operations and business.
General Risk Factors Public health threats such as a global pandemic, or widespread outbreak of infectious disease, similar to the COVID-19 pandemic, may create uncertainties about our future operating results and financial conditions.
General Risk Factors Public health threats such as a global pandemic, or widespread outbreak of infectious disease, may create uncertainties about our future operating results and financial conditions. Public health threats may have an impact on our business, financial condition, results of operations and cash flows.
These coverages apply after a self-insured retention limit is exceeded. In addition, the Company purchases additional primary care limits in certain patient compensation fund states, including Indiana, Kansas, Louisiana, Nebraska, Pennsylvania and Wisconsin.
The Company’s insurance for the professional liability coverage is written on a “claims-made” basis, and its commercial general liability coverage is maintained on an “occurrence” basis. These coverages apply after a self-insured retention limit is exceeded. In addition, the Company purchases additional primary care limits in certain patient compensation fund states, including Indiana, Kansas, Louisiana, Nebraska, Pennsylvania and Wisconsin.
These provisions include (1) the ability of our directors, and not stockholders, to fill vacancies on the Board (including those resulting from an enlargement of the Board), (2) restrictions on the ability of our stockholders to call a special meeting, (3) restrictions on the ability of our stockholders to act by written consent, (4) rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings, (5) authority of the Board to issue preferred stock without stockholder vote or action and (6) a classified Board.
These provisions include (1) the ability of our directors, and not stockholders, to fill vacancies on the Board (including those resulting from an enlargement of the Board), (2) restrictions on the ability of our stockholders to call a special meeting, (3) restrictions on the ability of our stockholders to act by written consent, (4) rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings, (5) authority of the Board to issue preferred stock without stockholder vote or action and (6) a classified Board. 50 Table of C ontents In addition, because we have not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay or prevent a change of control that you may favor.
The Company currently maintains insurance coverages under a combination of policies with a total annual per claim aggregate limit of $29.0 million for professional malpractice liability insurance and general liability insurance. The Company’s insurance for the professional liability coverage is written on a “claims-made” basis, and its commercial general liability coverage is maintained on an “occurrence” basis.
The Company currently maintains insurance coverages under a combination of policies with an annual per claim aggregate limit of $29.0 million and an annual aggregate limit of $30.0 million for professional malpractice liability insurance and general liability insurance.
We cannot predict with certainty the size of future issuances of shares of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of shares of our common stock. Any such issuance could result in substantial dilution to our existing stockholders.
We cannot predict with certainty the size of future issuances of shares of our common stock or the effect, if any, that future 49 Table of C ontents issuances and sales of shares of our common stock will have on the market price of shares of our common stock.
If known or unknown risks or uncertainties materialize, our business, financial condition and results of operations could be adversely affected, potentially in a material way, which could result in a partial or complete loss of your investment.
If known or unknown risks or uncertainties materialize, our business, financial condition and results of operations could be adversely affected, potentially in a material way, which could cause the trading price of our common stock to decline.
Our subsidiaries may not be able to, or may not be permitted to, pay dividends or make distributions to enable us to meet our obligations. Each subsidiary is a distinct legal entity and, under certain circumstances, legal, tax and contractual restrictions may limit our ability to obtain cash from our subsidiaries.
Each subsidiary is a distinct legal entity and, under certain circumstances, legal, tax and contractual restrictions may limit our ability to obtain cash from our subsidiaries.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−0 removed12 unchanged
Biggest changeAlthough the Company did not experience a material cybersecurity incident during the year ended December 31, 2024, the scope and impact of any future incident cannot be predicted. 56 Table of Contents
Biggest changeAlthough the Company did not experience a material cybersecurity incident during the year ended December 31, 2025, the scope and impact of any future incident cannot be predicted. 55 Table of C ontents
The Company’s Chief Information and Technology Officer (“CITO”) and Chief Information Security Officer (“CISO”) provide annual written reports and quarterly briefings on the Company’s cybersecurity program to the Board of Directors. They also provide quarterly cybersecurity updates to the Audit and Compliance Committee.
The Company’s Chief Information and Technology Officer (“CITO”) and Chief Information and Security Officer (“CISO”) provide annual written reports and quarterly briefings on the Company’s cybersecurity program to the Board of Directors. They also provide quarterly cybersecurity updates to the Audit and Compliance Committee.
Additionally, Concentra receives a certified System and Organization Controls 2, Type 1 assessment, a voluntary compliance standard for ensuring that the Company properly manages and protects the sensitive data in its care, conducted by an independent and qualified external third-party assessor. The Company has not experienced a cybersecurity breach or information security breach during the past three fiscal years.
Additionally, the Company receives a certified System and Organization Controls 2, Type 2 assessment, a voluntary compliance standard for ensuring that the Company properly manages and protects the sensitive data in its care, conducted by an independent and qualified external third-party assessor. The Company has not experienced a cybersecurity breach or information security breach during the past three fiscal years.
The team works with colleagues in various departments throughout the Company, including Information Technology, Legal, Risk Management and Compliance, to prevent, mitigate and remediate cybersecurity incidents impacting the Company. 55 Table of Contents Assessment of Cybersecurity Risk Management continuously assesses the potential impact of risks from cybersecurity threats on the Company, and regularly evaluates how such risks could materially affect the Company’s business strategy, operational results, and financial condition.
The team works with colleagues in various departments throughout the Company, including Information Technology, Legal, Risk Management and Compliance, to prevent, mitigate and remediate cybersecurity incidents impacting the Company. 54 Table of C ontents Assessment of Cybersecurity Risk Management continuously assesses the potential impact of risks from cybersecurity threats on the Company, and regularly evaluates how such risks could materially affect the Company’s business strategy, operational results, and financial condition.
Management’s Role in Cybersecurity Risk Management The Company’s management, including the Company’s CITO and CISO, is responsible for assessing and managing material risks from cybersecurity threats. The Company’s CITO and CISO have one and 20 years of experience in cybersecurity, respectively. The Company provides formalized cybersecurity training for newly-hired employees and annually for existing employees.
Management’s Role in Cybersecurity Risk Management The Company’s management, including the Company’s CITO and CISO, is responsible for assessing and managing material risks from cybersecurity threats. The Company’s CITO and CISO have two and more than 20 years of experience in cybersecurity, respectively. The Company provides formalized cybersecurity training for newly-hired employees and annually for existing employees.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed1 unchanged
Biggest changeCompany Occupational Health Centers Alabama — Alaska 1 Arizona 16 Arkansas 2 California 100 Colorado 26 Connecticut 10 Delaware 3 District of Columbia — Florida 34 Georgia 15 Hawaii 1 Illinois 18 Indiana 14 Iowa 3 Kansas 4 Kentucky 8 Louisiana 3 Maine 7 Maryland 13 Massachusetts 2 Michigan 19 Minnesota 6 Mississippi — Missouri 15 Nebraska 3 Nevada 7 New Hampshire 3 New Jersey 24 New Mexico 4 North Carolina 8 Ohio 18 Oklahoma 8 Oregon 4 Pennsylvania 32 Rhode Island 2 South Carolina 5 South Dakota — Tennessee 11 Texas 54 Utah 6 Vermont 2 Virginia 11 Washington 16 West Virginia — Wisconsin 14 Total Company 552 57 Table of Contents Item 3.
Biggest changeOccupational Health Centers Alaska 1 Arizona 16 Arkansas 2 California 101 Colorado 26 Connecticut 10 Delaware 3 Florida 39 Georgia 23 Hawaii 1 Illinois 19 Indiana 18 Iowa 3 Kansas 4 Kentucky 8 Louisiana 3 Maine 7 Maryland 13 Massachusetts 2 Michigan 19 Minnesota 6 Missouri 15 Nebraska 3 Nevada 7 New Hampshire 3 New Jersey 24 New Mexico 4 North Carolina 8 Ohio 18 Oklahoma 8 Oregon 4 Pennsylvania 32 Rhode Island 2 South Carolina 5 Tennessee 16 Texas 100 Utah 6 Vermont 2 Virginia 11 Washington 16 Wisconsin 20 Total Company 628 56 Table of C ontents Item 3.
Our facilities cover approximately 5 million square feet as of December 31, 2024, consisting of approximately 100,000 square feet in facilities that we own and the remainder we lease or otherwise have rights to use. These facilities are located throughout the United States.
Our facilities cover approximately 5 million square feet as of December 31, 2025, consisting of approximately 100,000 square feet in facilities that we own, and the remainder in facilities that we lease or otherwise have rights to use. These facilities are located throughout the United States.
The following is a list by state of the number of facilities we operated as of December 31, 2024.
The following is a list by state of the number of facilities we operated as of December 31, 2025.
Legal Proceedings. Refer to the “Litigation” section contained within Note 17—“ Commitments and Contingencies ” of the notes to our consolidated financial statements included herein. Item 4. Mine Safety Disclosures. None. 58 Table of Contents PART II
Legal Proceedings. Refer to the “Litigation” section contained within Note 18—“ Commitments and Contingencies ” of the notes to our consolidated financial statements included herein. Item 4. Mine Safety Disclosures. None. 57 Table of C ontents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+4 added−1 removed1 unchanged
Biggest changeAdditionally, certain contractual agreements we are party to, including our credit facilities will limit our ability to pay dividends to our stockholders. 59 Table of Contents Stock Performance Graph The graph below compares the cumulative total stockholder return on the Company’s common stock against the Standard & Poor’s 500 Index (“S&P 500”) and the S&P Health Care Services Select Industry Index (“SPSIHP”) from July 25, 2024 (the first day our common stock began trading on the NYSE) through December 31, 2024.
Biggest changeThe graph below compares the cumulative total stockholder return on a $100 investment in the Company’s common stock from July 25, 2024 (the first day our common stock began trading on the NYSE) through December 31, 2025, to that of the cumulative return on a $100 investment in the Standard & Poor’s 500 Index (“S&P 500”) and the S&P Health Care Services Select Industry Index (“SPSIHP”).
Holders As of February 19, 2025, we had 128,125,952 shares of common stock outstanding held by 222 record holders, excluding beneficial stockholders who hold their stock in nominee or “street” name through brokerage firms.
Holders As of January 31, 2026, we had 128,634,749 shares of common stock outstanding held by 169 record holders, excluding beneficial stockholders who hold their stock in nominee or “street” name through brokerage firms.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “CON” on July 25, 2024. Prior to that, there was no public market for our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CON”.
(CON) $ 100.00 $ 103.69 $ 108.76 $ 99.47 $ 90.17 $ 97.34 $ 88.24 S&P Health Care Services Select Industry Index (SPSIHP) $ 100.00 $ 102.00 $ 102.10 $ 100.09 $ 95.30 $ 101.02 $ 93.19 S&P 500 $ 100.00 $ 102.28 $ 104.62 $ 106.73 $ 105.67 $ 111.73 $ 108.93 60 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information regarding repurchases of our common stock during the three months ended December 31, 2024.
(CON) $ 100.00 $ 99.47 $ 88.24 $ 97.08 $ 92.31 $ 94.20 $ 88.86 S&P Health Care Services Select Industry Index (SPSIHP) $ 100.00 $ 100.09 $ 93.19 $ 101.14 $ 102.77 $ 104.94 $ 110.42 S&P 500 $ 100.00 $ 106.73 $ 108.93 $ 103.94 $ 114.92 $ 123.88 $ 126.79 59 Table of C ontents Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information regarding repurchases of our common stock during the three months ended December 31, 2025.
Dividend Policy Our Board of Directors declared the following cash dividend during the year ended December 31, 2024: Declaration Date Record Date Payment Date Dividend Per Share Amount (in thousands) October 28, 2024 November 13, 2024 November 22, 2024 $ 0.0625 $ 7,959 There is no assurance that future dividends will be declared.
Dividend Policy Our Board of Directors declared the following cash dividends during the year ended December 31, 2025: Declaration Date Record Date Payment Date Dividend Per Share Amount (in thousands) February 28, 2025 March 18, 2025 April 1, 2025 $ 0.0625 $ 8,010 May 6, 2025 May 20, 2025 May 29, 2025 $ 0.0625 $ 8,011 August 6, 2025 August 21, 2025 August 28, 2025 $ 0.0625 $ 8,011 November 5, 2025 December 2, 2025 December 9, 2025 $ 0.0625 $ 8,045 There is no assurance that future dividends will be declared.
The graph assumes that $100 was invested on July 25, 2024 in each of the Company’s common stock, the S&P’s 500, and the SPSIHP. The chart below the graph sets forth the actual numbers depicted on the graph. 7/25/2024 7/31/2024 8/31/2024 9/30/2024 10/31/2024 11/30/2024 12/31/2024 Concentra Group Holdings Parent, Inc.
The chart below the graph sets forth the actual numbers depicted on the graph. 7/25/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 9/30/2025 12/31/2025 Concentra Group Holdings Parent, Inc.
Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs October 1 – October 31, 2024 — $ — — $ — November 1 – November 31, 2024 696,019 22.13 — — December 1 – December 31, 2024 — — — — Total 696,019 $ 22.13 — $ — ____________________________________________ (1) The shares were not re-acquired pursuant to any repurchase plan or program.
Period Total number of shares (or units) purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs (3) October 1 – October 31, 2025 — $ — — $ — November 1 – November 30, 2025 928,002 19.83 813,950 83,997,000 December 1 – December 31, 2025 194,122 20.60 194,122 79,997,000 Total 1,122,124 $ 19.96 1,008,072 $ 79,997,000 ____________________________________________ (1) The total number of shares repurchased includes 114,052 shares withheld in connection with tax payments due related to the vesting of employee restricted stock awards.
Removed
The Company re-acquired shares of common stock surrendered to us to satisfy tax withholding obligations associated with the vesting of restricted shares issued to Select employees, pursuant to the provisions in the employee matters agreement. Item 6. [Reserved] 61 Table of Contents
Added
Additionally, certain contractual agreements we are party to, including our credit facilities will limit our ability to pay dividends to our stockholders. 58 Table of C ontents Stock Performance Graph This graph is not “soliciting material,” is not deemed filed with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act, and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act, whether made before, on, or after the date hereof and irrespective of any general incorporation language in any such filing.
Added
This graph is included in accordance with the SEC’s disclosure rules. This historical stock performance is not indicative of future stock performance.
Added
(2) Includes average price paid for (i) shares under the share repurchase program, excluding commissions paid, and (ii) shares repurchased to cover tax withholding on vesting of restricted stock awards. (3) On November 5, 2025, the Board of Directors authorized a share repurchase program of up to $100 million of the Company’s outstanding common stock.
Added
The share repurchase program will expire on December 31, 2027, unless extended or terminated by the Board of Directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as the Board of Directors deems appropriate. Item 6. [Reserved] 60 Table of C ontents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

71 edited+56 added−25 removed34 unchanged
Biggest changeThe following table sets forth operating statistics for our occupational health centers operating segment for the periods presented: For the Year Ended December 31, % Change 2024 2023 2022 2024 - 2023 2023 - 2022 Number of patient visits Workers’ compensation 5,794,168 5,668,042 5,312,802 2.2 % 6.7 % Employer services 6,596,573 6,874,693 7,051,191 (4.0) % (2.5) % Consumer health 232,762 234,897 215,475 (0.9) % 9.0 % Total 12,623,503 12,777,632 12,579,468 (1.2) % 1.6 % VPD Volume Workers’ compensation 22,633 22,315 20,834 1.4 % 7.1 % Employer services 25,768 27,066 27,652 (4.8) % (2.1) % Consumer health 909 925 845 (1.7) % 9.5 % Total 49,311 50,306 49,331 (2.0) % 2.0 % Revenue per visit Workers’ compensation $ 199.53 $ 194.48 $ 190.63 2.6 % 2.0 % Employer services 90.36 86.44 79.78 4.5 % 8.3 % Consumer health 135.41 132.80 127.68 2.0 % 4.0 % Total $ 141.30 $ 135.22 $ 127.41 4.5 % 6.1 % Business days 256 254 255 65 Table of Contents Facility Counts The following table sets forth facility counts for our occupational health centers and onsite health clinics operating segments for the periods presented: For the Year Ended December 31, 2024 2023 2022 Number of occupational health centers—start of period 544 540 518 Number of occupational health centers acquired 3 4 21 Number of occupational health centers de novos 6 3 4 Number of occupational health centers closed/sold (1) (3) (3) Number of occupational health centers—end of period 552 544 540 Number of onsite health clinics operated—end of period 157 150 147 66 Table of Contents Results of Operations The following table outlines selected operating data as a percentage of revenue for the periods indicated: For the Year Ended December 31, 2024 2023 2022 (in thousands) Amount Percent Amount Percent Amount Percent Revenue $ 1,900,192 100.0 % $ 1,838,081 100.0 % $ 1,724,359 100.0 % Costs and expenses: Cost of services, exclusive of depreciation and amortization 1,372,217 72.2 1,325,649 72.1 1,242,499 72.1 General and administrative, exclusive of depreciation and amortization 156,318 8.2 151,999 8.3 149,976 8.7 Depreciation and amortization 67,178 3.5 73,051 4.0 73,667 4.3 Total costs and expenses 1,595,713 83.9 1,550,699 84.4 1,466,142 85.0 Other operating income 284 — 250 — 312 — Income from operations 304,763 16.0 287,632 15.6 258,529 15.0 Other income and expense: Equity in losses of unconsolidated subsidiaries (3,676) (0.2) (526) (—) (1,577) (0.1) Interest expense on related party debt (21,980) (1.2) (44,253) (2.4) (30,792) (1.8) Interest expense (47,714) (2.5) (221) (—) (849) (—) Other expense — — (2) (—) (415) (—) Income before income taxes 231,393 12.2 242,630 13.2 224,896 13.0 Income tax expense 59,496 3.1 57,887 3.1 52,653 3.1 Net income 171,897 9.0 184,743 10.1 172,243 10.0 Less: net income attributable to non-controlling interests 5,354 0.3 4,796 0.3 5,516 0.3 Net income attributable to the Company $ 166,543 8.8 % $ 179,947 9.8 % $ 166,727 9.7 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenue Revenue increased 3.4% to $1,900.2 million for the year ended December 31, 2024, compared to $1,838.1 million for the year ended December 31, 2023, driven primarily by an increase in net revenue per visit, partially offset by a decrease in total patient VPD as described below.
Biggest changeThe following table sets forth operating statistics for our occupational health centers operating segment for the periods presented: For the Year Ended December 31, % Change 2025 2024 2023 2025 - 2024 2024 - 2023 Number of patient visits Workers’ compensation 6,215,456 5,794,168 5,668,042 7.3 % 2.2 % Employer services 7,104,227 6,596,573 6,874,693 7.7 % (4.0) % Consumer health 227,024 232,762 234,897 (2.5) % (0.9) % Total 13,546,707 12,623,503 12,777,632 7.3 % (1.2) % VPD Volume Workers’ compensation 24,374 22,633 22,315 7.7 % 1.4 % Employer services 27,860 25,768 27,066 8.1 % (4.8) % Consumer health 890 909 925 (2.1) % (1.7) % Total 53,124 49,311 (1) 50,306 7.7 % (2.0) % Revenue per visit Workers’ compensation $ 210.15 $ 199.53 $ 194.48 5.3 % 2.6 % Employer services 92.84 90.36 86.44 2.7 % 4.5 % Consumer health 137.88 135.41 132.80 1.8 % 2.0 % Total $ 147.42 $ 141.30 $ 135.22 4.3 % 4.5 % Business days 255 256 254 ____________________________________________ (1) Does not foot due to rounding. 64 Table of C ontents Facility Counts The following table sets forth facility counts for our occupational health centers and onsite health clinics operating segment for the periods presented: For the Year Ended December 31, 2025 2024 2023 Number of occupational health centers—start of period 552 544 540 Number of occupational health centers acquired 72 3 4 Number of occupational health centers de novos 7 6 3 Number of occupational health centers closed (3) (1) (3) Number of occupational health centers—end of period 628 552 544 Number of onsite health clinics—end of period 411 157 150 65 Table of C ontents Results of Operations The following table outlines selected operating data as a percentage of revenue for the periods indicated: For the Year Ended December 31, 2025 2024 2023 ($ in thousands) Amount Percent (2) Amount Percent (2) Amount Percent (2) Revenue $ 2,163,417 100.0 % $ 1,900,192 100.0 % $ 1,838,081 100.0 % Costs and expenses: Cost of services, exclusive of depreciation and amortization 1,550,323 71.7 1,372,217 72.2 1,325,649 72.1 General and administrative, exclusive of depreciation and amortization 203,305 9.4 156,318 8.2 151,999 8.3 Depreciation and amortization 75,817 3.5 67,178 3.5 73,051 4.0 Total costs and expenses 1,829,445 84.6 1,595,713 83.9 1,550,699 84.4 Other operating income 20 0.0 284 0.0 250 0.0 Income from operations 333,992 15.4 304,763 16.0 287,632 15.6 Other income and expense: Loss on early retirement of debt (875) (0.0) — — — — Equity in losses of unconsolidated subsidiaries — — (3,676) (0.2) (526) (0.0) Interest expense (109,290) (5.1) (47,714) (2.5) (221) (0.0) Interest expense on related party debt — — (21,980) (1.2) (44,253) (2.4) Other expense — — — — (2) (0.0) Income before income taxes 223,827 10.3 231,393 12.2 242,630 13.2 Income tax expense 50,978 2.4 59,496 3.1 57,887 3.1 Net income 172,849 8.0 171,897 9.0 184,743 10.1 Less: net income attributable to non-controlling interests 6,434 0.3 5,354 0.3 4,796 0.3 Net income attributable to the Company $ 166,415 7.7 % $ 166,543 8.8 % $ 179,947 9.8 % Adjusted EBITDA (1) $ 431,863 20.0 % $ 376,856 19.8 % $ 361,334 19.7 % Adjusted Net Income Attributable to the Company (1) $ 176,018 8.1 % $ 168,466 8.9 % $ 179,947 9.8 % ____________________________________________ (1) Adjusted EBITDA and Adjusted Net Income Attributable to the Company are financial measures not calculated in accordance with U.S.
In this segment, we serve medium to large-sized employers. • Other businesses : Our other businesses operating segment is comprised of several complementary services to our core occupational health services offering and includes Concentra Telemed, Concentra Pharmacy and Concentra Medical Compliance Administration. In this segment, we serve all types of employers.
In this operating segment, we serve medium to large-sized employers. • Other businesses : Our other businesses operating segment is comprised of several complementary services to our core occupational health services offering and includes Concentra Telemed, Concentra Pharmacy, and Concentra Medical Compliance Administration. In this operating segment, we serve all types of employers.
Governmental reimbursement programs, and third-party payor contracts are often complex and typically have differing billing and documentation programs that can be open to interpretation. If a payor determines we have not complied with their billing and/or documentation requirements, we may not be paid for our services or our payment may be reduced.
Governmental reimbursement programs, and third-party payor contracts are often complex and typically have differing billing and documentation programs that can be open to interpretation. If a payor determines that we have not complied with their billing and/or documentation requirements, we may not be paid for our services or our payment may be reduced.
Borrowings under the Credit Agreement bear interest at a rate equal to: (i) in the case of the Term Loan, Term SOFR plus a percentage ranging from 2.00% to 2.25%, or Alternate Base Rate plus a percentage ranging from 1.00% to 1.25%, in each case based on CHSI’s leverage ratio; and (ii) in the case of the Revolving Credit Facility, Term SOFR plus a percentage ranging from 2.25% to 2.75%, or Alternate Base Rate plus a percentage ranging from 1.25% to 1.75%, in each case on CHSI’s leverage ratio, as defined in the Credit Agreement.
Borrowings under the Credit Agreement bear interest at a rate equal to: (i) in the case of the Term Loan, Term SOFR plus a percentage ranging from 1.75% to 2.00%, or Alternate Base Rate plus a percentage ranging from 0.75% to 1.00%, in each case based on CHSI’s leverage ratio; and (ii) in the case of the Revolving Credit Facility, Term SOFR plus a percentage ranging from 1.75% to 2.25%, or Alternate Base Rate plus a percentage ranging from 0.75% to 1.25%, in each case based on CHSI’s leverage ratio, as defined in the Credit Agreement.
See “Risk Factors — Risks Related to Our Business, Industry and Operations — Significant legal actions could subject us to substantial uninsured liabilities.” The estimate of losses includes actuarial loss projections of both known claims and incurred but not reported claims.
“Risk Factors — Risks Related to Our Business, Industry and Operations — Significant legal actions could subject us to substantial uninsured liabilities.” The estimate of losses includes actuarial loss projections of both known claims and incurred but not reported claims.
CHSI entered into an equity purchase agreement to acquire all of the outstanding membership interests for a purchase price of $265 million, subject to adjustment in accordance with the terms and conditions set forth in the purchase agreement.
CHSI entered into an equity purchase agreement to acquire all of the outstanding membership interests for a purchase price of $265.0 million, subject to adjustment in accordance with the terms and conditions set forth in the purchase agreement.
The principal sources of cash were net proceeds from our term loans of $836.7 million, net proceeds from the issuance of our 6.875% senior notes of $637.3 million, and net proceeds from our initial public offering of $511.2 million.
The principal sources of cash were net proceeds from or term loans of $836.7 million, net proceeds from the issuance of our 6.875% senior notes of $637.3 million, and net proceeds from our initial public offering of $511.2 million.
The Credit Facilities contain events of default for non-payment of principal and interest when due, cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control. As of December 31, 2024, the Company was in compliance with all debt covenants.
The Credit Facilities contain events of default for non-payment of principal and interest when due, cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control. As of December 31, 2025, the Company was in compliance with all debt covenants.
When performing qualitative assessments, we apply judgement in determining the events and circumstances that most affect the fair value of the reporting unit and in evaluating the significance of those identified events and circumstances in order to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.
When performing qualitative assessments, we apply judgment in determining the events and circumstances that most affect the fair value of the reporting unit and in evaluating the significance of those identified events and circumstances in order to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.
We experienced a higher revenue per visit principally due to increases in the reimbursement rates payable pursuant to certain state fee schedules for workers’ compensation visits, as well as increases in our employer services rates, during the year ended December 31, 2024.
We experienced a higher revenue per visit principally due to increases in the reimbursement rates payable pursuant to certain state fee schedules for workers’ compensation visits, as well as increases in our employer services rates, during the year ended December 31, 2025.
Our business is organized into three operating segments based primarily on the type or location of occupational health services provided: • Occupational health centers : The occupational health centers operating segment encompasses the occupational health services we deliver at our 552 occupational health center facilities across the United States.
Our business is organized into three operating segments based primarily on the type or location of occupational health services provided: • Occupational health centers : Our occupational health centers operating segment encompasses the services we deliver at our 628 occupational health center facilities across the United States.
Debt payments, including finance lease payments – Our expected principal payments total $1,503.4 million, with $10.1 million payable within the next twelve months. We intend to refinance our long-term indebtedness before it matures. Refer to Note 9—“ Long-Term Debt ” of the notes to our consolidated financial statements included herein for additional information. ii.
Debt payments, including finance lease payments – Our expected principal payments total $1,596.4 million, with $10.7 million payable within the next twelve months. We intend to refinance our long-term indebtedness before it matures. Refer to Note 9—“ Long-Term Debt ” of the notes to our consolidated financial statements included herein for additional information. ii.
Patient visits and VPD volume include only the patients seen in our occupational health centers segment and does not include our onsite health clinics or other businesses operating segments. Revenue Per Visit Management also measures reimbursement rates utilizing patient revenue per visit which is calculated as total patient revenue divided by total patient visits.
Patient visits and VPD volume include only the patients seen in our occupational health centers segment and does not include our onsite health clinics or other businesses operating segments. Revenue Per Visit Management also measures reimbursement rates utilizing patient revenue per visit which is calculated as total patient revenue divided by total patient visits for the relevant period.
Our insurance for the professional liability coverage is written on a “claims-made” basis, and our commercial general liability coverage is maintained on an “occurrence” basis. These coverages apply after a self-insured retention limit of $3.0 million per medical incident or occurrence is exceeded.
Our insurance for the professional liability coverage is written on a “claims-made” basis, and our commercial general liability coverage is maintained on an “occurrence” basis. These coverages apply after a self-insured retention limit of $3.0 million per medical incident or occurrence is exceeded. See Item 1A.
Nova Medical Centers operates 67 occupational health centers in five states, providing workers’ compensation injury care services, physical therapy, drug and alcohol screening, and pre-employment physicals as part of their full suite of occupational health services.
Nova operated 67 occupational health centers in five states, providing workers’ compensation injury care services, physical therapy, drug and alcohol screening, and pre-employment physicals as part of their full suite of occupational health services.
Generally Accepted Accounting Principles (“GAAP”), we must use estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures and the reported amounts of revenue and expenses. In general, our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances.
Generally Accepted Accounting Principles (“U.S. GAAP”), we must use estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures and the reported amounts of revenue and expenses. In general, our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances.
These events or conditions could include a significant change in the business environment, the regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit.
These events or conditions could include a significant change in the business environment, the regulatory environment, or legal factors; a current period operating or cash 68 Table of C ontents flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit.
At December 31, 2024, the Company had $386.4 million of availability under its Revolving Credit Facility after giving effect to $13.6 million of outstanding letters of credit. 6.875% Senior Notes On July 11, 2024, the Company completed a private offering by its wholly-owned subsidiary, Concentra Escrow Issuer Corporation (the “Escrow Issuer”), of $650.0 million aggregate principal amount of 6.875% senior notes due July 15, 2032 (the “Senior Notes”).
At December 31, 2025, the Company had $428.0 million of availability under its Revolving Credit Facility after giving effect to $22.0 million of outstanding letters of credit. 6.875% Senior Notes On July 11, 2024, the Company completed a private offering by its wholly owned subsidiary, Concentra Escrow Issuer Corporation (the “Escrow Issuer”), of $650.0 million aggregate principal amount of 6.875% senior notes due July 15, 2032 (the “Senior Notes”).
For the year ended December 31, 2024, the principal uses of cash were a $1,535.7 million dividend payment to Select, $480.0 million of net repayments on our related party revolving promissory note, and $15.4 million repurchase of common stock from Select.
For the year ended December 31, 2024, the principal uses of cash in financing activities were a $1,535.7 million dividend payment to Select, $480.0 million of net repayments on our related party revolving promissory note, and $15.4 million repurchases of common stock from Select.
Patient Visits and VPD Volume We monitor number of patient visits and visits per day, or VPD volume for each of our major service lines in our Occupational Health Center operating segment — workers’ compensation services, employer services, and consumer health.
Patient Visits and VPD Volume We monitor the number of patient visits and VPD volume for each of our major service lines in our occupational health center operating segment — workers’ compensation services, employer services, and consumer health.
We had approximately 11,000 colleagues and affiliated physicians and clinicians as of December 31, 2024 who supported the delivery of an extensive suite of services, including occupational and consumer health services and other direct-to-employer care to approximately 50,000 patients each business day on average during 2024.
We had approximately 13,000 colleagues and affiliated physicians and clinicians as of December 31, 2025 who supported the delivery of an extensive suite of services, including occupational and consumer health services and other direct-to-employer care to approximately 53,000 patients each business day on average during 2025.
For our occupational health center operations, we currently maintain insurance coverages under a combination of policies with a total annual aggregate limit of up to $29.0 million for professional malpractice liability and $29.0 million for general liability insurance.
For our occupational health center operations, we currently maintain insurance coverages under a combination of policies with an annual per claim limit of up to $29.0 million and an annual aggregate limit of $30.0 million for professional malpractice liability insurance and general liability insurance.
The remaining amounts are recorded in other non-current liabilities. vi. Other current liabilities recorded in the consolidated balance sheet as of December 31, 2024, such as accounts payable and accrued expenses, which are not specifically identified above.
The amounts payable within the next twelve months are recorded in accrued other in the consolidated balance sheet as of December 31, 2025. The remaining amounts are recorded in other non-current liabilities. vi. Other current liabilities recorded in the consolidated balance sheet as of December 31, 2025, such as accounts payable and accrued expenses, which are not specifically identified above.
We also recorded insurance proceeds receivable of $2.1 million and $8.6 million at December 31, 2024 and 2023, respectively, for liabilities which exceed our deductibles and self-insured retention limits and are recoverable through our insurance policies. 71 Table of Contents Non-GAAP Measure We believe that the presentation of Adjusted EBITDA and Adjusted EBITDA margin, as defined herein, are important to investors because Adjusted EBITDA and Adjusted EBITDA margin are commonly used as an analytical indicator of performance by investors within the healthcare industry.
We also recorded insurance proceeds receivable of $1.9 million and $2.1 million at December 31, 2025 and 2024, respectively, for liabilities which exceed our deductibles and self-insured retention limits and are recoverable through our insurance policies. 69 Table of C ontents Non-GAAP Measures Adjusted EBITDA and Adjusted EBITDA Margin We believe that the presentation of Adjusted EBITDA and Adjusted EBITDA margin, as defined herein, are important to investors because Adjusted EBITDA and Adjusted EBITDA margin are commonly used as an analytical indicator of performance by investors within the healthcare industry.
At December 31, 2024, the Company had outstanding borrowings under its Credit Facilities consisting of a $847.9 million Term Loan (excluding unamortized original issue discounts and debt issuance costs of $12.5 million). The Company did not have any outstanding borrowings under its Revolving Credit Facility.
At December 31, 2025, the Company had outstanding borrowings under its Credit Facilities consisting of a $942.9 million Term Loan (excluding unamortized original issue discounts and debt issuance costs of $11.6 million). The Company did not have any outstanding borrowings under its Revolving Credit Facility.
Interest Expense on Related Party Debt For the year ended December 31, 2024, we had interest expense on our related party debt with Select of $22.0 million, compared to $44.3 million for the year ended December 31, 2023.
Interest Expense on Related Party Debt For the year ended December 31, 2025, we had no interest expense on our related party debt with Select, compared to $22.0 million for the year ended December 31, 2024.
As of December 31, 2024, we operated 552 stand-alone occupational health centers in 41 states and 157 onsite health clinics at employer worksites in 36 states. We also have expanded our reach via our telemedicine program serving 44 states and the District of Columbia. In total, we deliver services across 45 states and the District of Columbia.
As of December 31, 2025, we operated 628 stand-alone occupational health centers in 41 states and 411 onsite health clinics at employer worksites in 44 states. We also have expanded our reach via our telemedicine program serving 43 states and the District of Columbia. In total, we deliver services across 47 states and the District of Columbia.
Refer to Note 16—“ Income Taxes” of the notes to our consolidated financial statements included herein for the reconciliations of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2024 and December 31, 2023. 68 Table of Contents Critical Accounting Estimates In preparing our consolidated financial statements in conformity with U.S.
See Note 17—“ Income Taxes” of the notes to our consolidated financial statements included herein for the reconciliations of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2025 and December 31, 2024. 67 Table of C ontents Critical Accounting Estimates In preparing our consolidated financial statements in conformity with U.S.
We define Adjusted EBITDA as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, separation transaction costs, acquisition costs, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.
We define Adjusted EBITDA as net income before, interest, income taxes, depreciation and amortization, stock compensation expense, acquisition related costs, gains or losses on early retirement of debt, separation transaction costs, and equity in earnings or losses of unconsolidated subsidiaries. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue.
Equity in Losses of Unconsolidated Subsidiaries For the year ended December 31, 2024, we had equity in losses of unconsolidated subsidiaries of $3.7 million, compared to $0.5 million for the year ended December 31, 2023. The increase in equity in losses was attributable to the impairment of an investment during the year ended December 31, 2024.
Equity in Losses of Unconsolidated Subsidiaries For the year ended December 31, 2025, we had no equity in losses of unconsolidated subsidiaries, compared to $3.7 million for the year ended December 31, 2024. The decrease in equity in losses is attributable to the impairment of an investment during the year ended December 31, 2024.
The increase in cash flows from operating activities for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was principally due to an increase from the change in working capital, partially offset by a decrease in our operating income.
The increase in cash flows from operating activities for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was due to an increase in our operating income, partially offset by a decrease from the change in working capital and an increase in interest payments following the recapitalization of debt in July 2024.
The balance of the Term Loan will be payable on July 26, 2031. Similarly, the Revolving Credit Facility will be payable on July 26, 2029. The Credit Facilities require CHSI to maintain a leverage ratio (as defined in the Credit Agreement), which is tested quarterly and currently must not be greater than 6.50 to 1.00.
Similarly, the Revolving Credit Facility will be payable on July 26, 2029. The Credit Facilities require CHSI to maintain a leverage ratio (as defined in the Credit Agreement), which is tested quarterly and currently must not be greater than 6.5 to 1.0. As of December 31, 2025, CHSI’s leverage ratio was 3.4x.
For the Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 274,677 $ 234,316 $ 274,337 Net cash used in investing activities (71,265) (75,308) (57,750) Net cash used in financing activities (51,531) (165,291) (209,858) Net increase (decrease) in cash 151,881 (6,283) 6,729 Cash at beginning of period 31,374 37,657 30,928 Cash at end of period $ 183,255 $ 31,374 $ 37,657 Operating activities provided $274.7 million and $234.3 million of cash flows during the years ended December 31, 2024 and 2023, respectively.
For the Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 279,397 $ 274,677 $ 234,316 Net cash used in investing activities (414,857) (71,265) (75,308) Net cash provided by (used in) financing activities 32,104 (51,531) (165,291) Net (decrease) increase in cash (103,356) 151,881 (6,283) Cash at beginning of period 183,255 31,374 37,657 Cash at end of period $ 79,899 $ 183,255 $ 31,374 Operating activities provided $279.4 million and $274.7 million of cash flows during the years ended December 31, 2025 and 2024, respectively.
Such repurchases or exchanges, if any, may be funded from operating cash flows or other sources and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Dividend On February 28, 2025, the Company’s Board of Directors declared a cash dividend of $0.0625 per share.
Such repurchases or exchanges, if any, may be funded from operating cash flows or other sources and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Because our accounts receivable is primarily paid for by highly-solvent, creditworthy payors, such as workers’ compensation programs, employer programs, third-party administrators, commercial insurance companies, and federal and state governmental authorities, our credit losses are infrequent and insignificant in nature; as such, we generally do not recognize allowances for expected credit losses. 69 Table of Contents Goodwill We operate three reporting units which include the occupational health centers reporting unit, the onsite health clinics reporting unit, and the other businesses reporting unit.
Because our accounts receivable is primarily paid for by highly-solvent, creditworthy payors, such as workers’ compensation programs, employer programs, third-party administrators, commercial insurance companies, and federal and state governmental authorities, our credit losses are infrequent and insignificant in nature; as such, we generally do not recognize allowances for expected credit losses.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read this discussion together with the consolidated financial statements and related notes included elsewhere in this Annual Report. This section of the 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between those years.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read this discussion together with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Interest payments for the 6.875% senior notes were calculated using the stated interest rate, and interest payments on the Term Loan were calculated using the interest rate of 6.61% as of December 31, 2024. iii. Operating lease payments – Our expected operating lease payments total $597.4 million, with $103.3 million payable within the next twelve months.
Interest payments – Our expected interest payments on the Senior Notes and Term Loan total $605.0 million, with $98.4 million payable within the next twelve months. Interest payments for the Senior Notes were calculated using the stated interest rate, and interest payments on the Term Loan were calculated using the interest rate of 5.72% as of December 31, 2025. iii.
Investing activities used $71.3 million and $75.3 million of cash flows for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, the principal uses of cash were $64.3 million of capital expenditures for purchases of property and equipment and $7.0 million cash paid for acquisitions of businesses.
For the year ended December 31, 2024, the principal uses of cash were $64.3 million for purchases of property and equipment and $7.0 million for acquisitions of businesses. Financing activities provided $32.1 million and used $51.5 million of cash flows for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2024, we had cash and cash equivalents of $183.3 million and $386.4 million of availability under our Revolving Credit Facility, after giving effect to $13.6 million of outstanding letters of credit. 74 Table of Contents Our material cash requirements from known contractual and other obligations include: i.
As of December 31, 2025, we had cash and cash equivalents of $79.9 million and $428.0 million of availability under our Revolving Credit Facility, after giving effect to $22.0 million of outstanding letters of credit. Our material cash requirements from known contractual and other obligations include: i.
Refer to Note 5—“ Leases ” of the notes to our consolidated financial statements included herein for additional information. iv. Purchase, construction, and other commitments – Our expected payments related to purchase, construction, and other obligations total $114.7 million, with $40.1 million payable within the next twelve months.
Operating lease payments – Our expected operating lease payments total $669.5 million, with $116.0 million payable within the next twelve months. Refer to Note 5—“ Leases ” of the notes to our consolidated financial statements included herein for additional information. iv.
Interest on the Senior Notes accrues at a rate of 6.875% per annum and is payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing on January 15, 2025. At December 31, 2024, the Company had $650.0 million of 6.875% senior notes outstanding (excluding unamortized premium and debt issuance costs of $11.9 million).
Interest on the Senior Notes accrues at a rate of 6.875% per annum and is payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing on January 15, 2025.
In this segment, we serve all types of employers, from Fortune 500 to small businesses. • Onsite health clinics : Our onsite health clinics operating segment delivers occupational health services and/or employer-sponsored primary care services at an employer’s workplace, including mobile health services and episodic specialty testing services - we deliver our services at 157 permanent on-site locations and multiple other employer locations through our episodic services.
The occupational health services provided in this operating segment include workers’ compensation and employer services, and we also provide consumer health services. • Onsite health clinics : Our onsite health clinics operating segment delivers occupational health services and/or employer-sponsored primary care services at an employer’s workplace, including mobile health services and episodic specialty testing services — we deliver our services at 411 permanent on-site locations and multiple other employer locations through our episodic services.
We determine the transaction price for services provided to patients based on known payment terms or usual and customary amounts associated with the specific payor or based on the service provided.
We determine the transaction price for services provided to patients based on known payment terms or usual and customary amounts associated with the specific payor or based on the service provided. Workers’ compensation laws and regulations vary by state, so the specific details of coverage and reimbursement will differ based on the location of the workplace and the applicable laws.
The following table represents the percentage of revenue by our operating segments for the periods indicated: Year Ended December 31, 2024 2023 2022 Occupational health centers 95 % 95 % 95 % Onsite health clinics 3 % 3 % 3 % Other businesses 2 % 2 % 2 % Across our operating segments, we offer a diverse and comprehensive array of occupational health services, including workers’ compensation, employer services and consumer health services: • Workers’ compensation services: include the support of workers’ compensation injury, physical rehabilitation, and specialist care. • Employer services: consist of drug and alcohol screenings, physical examinations and evaluations, clinical testing, and preventive care, as well as direct-to-employer services that include the services described above and advanced primary care at our onsite health clinics. • Consumer health services: consist of the support of patient-directed urgent care treatment of injuries and illnesses. 62 Table of Contents The following table sets forth the percentage of our overall visits per day (“VPD”) volume in our occupational health center operating segment by service offering, for the periods presented: Year Ended December 31, 2024 2023 2022 Workers’ compensation services 46 % 44 % 42 % Employer services 52 % 54 % 56 % Consumer health services 2 % 2 % 2 % The following table sets forth the percentage of visit-related revenue in our occupational health center operating segment by service offering, for the periods presented: Year Ended December 31, 2024 2023 2022 Workers’ compensation services 64 % 64 % 62 % Employer services 34 % 34 % 36 % Consumer health services 2 % 2 % 2 % Significant Events Separation Announced On January 3, 2024, Select Medical Holdings Corporation (“Select”), our former parent company, announced its intention to separate Concentra from its business.
The following table represents the percentage of revenue by our operating segments for the periods indicated: Year Ended December 31, 2025 2024 2023 Occupational health centers 93 % 95 % 95 % Onsite health clinics 5 % 3 % 3 % Other businesses 2 % 2 % 2 % 61 Table of C ontents Across our operating segments, we offer a diverse and comprehensive array of occupational health services, including workers’ compensation, employer services and consumer health services: • Workers’ compensation services: include the support of workers’ compensation injuries and illnesses, physical rehabilitation, and specialist care. • Employer services: consist of drug and alcohol screenings, physical examinations and evaluations, clinical testing, and preventive care, as well as direct-to-employer services that include the services described above and advanced primary care at our onsite health clinics. • Consumer health services: consist of the support of patient-directed urgent care treatment of injuries and illnesses.
We recorded a liability of $43.9 million and $51.9 million for our estimated losses under these insurance programs at December 31, 2024 and 2023, respectively.
We monitor these programs quarterly and revise our estimates as necessary to take into account additional information. We recorded a liability of $49.7 million and $43.9 million for our estimated losses under these insurance programs at December 31, 2025 and 2024, respectively.
For discussion of our 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s registration statement on Form S-1, as amended (File No. 333-280242) (the “Registration Statement”), filed with the Securities and Exchange Commission on July 24, 2024.
For discussion of the year ended December 31, 2023 items and year-to-year comparisons between the years ended December 31, 2024 and December 31, 2023 that are not included in this Annual Report on Form 10-K, refer to Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K, that was filed with the Securities and Exchange Commission on March 3, 2025.
The interest rate for the revolving credit facility has been reduced from Term SOFR plus 2.50% to Term SOFR plus 2.00%, subject to a leverage-based pricing grid. In addition, the amendment to the Credit Agreement also added new debt through an incremental term loan of $102.1 million, which provides an updated Term Loan of $950.0 million.
In addition, the amendment to the Credit Agreement also added new debt through an incremental term loan of $102.1 million, which provides an updated Term Loan of $950.0 million.
The increase in interest expense was due to the issuance of an $850.0 million term loan and $650.0 million senior notes in July 2024, as described in Note 9—“ Long-Term Debt ” of the notes to our consolidated financial statements.
The increase in interest expense was due to the issuance of an $850.0 million term loan, $650.0 million senior notes in late July 2024, $102.1 million of incremental term loan in March 2025, and the $85.0 million in borrowings on the Revolving Credit Facility during the year, which were fully repaid by October 2025, as described in Note 9—“ Long-Term Debt ”.
The Term Loan interest rate has been reduced from Term SOFR plus 2.25% down to Term SOFR plus 2.00%, subject to a leverage-based pricing grid including 25-basis point step down at a net leverage ratio of ≤3.25x. 64 Table of Contents Operating Statistics Management utilizes specific key operating metrics to monitor trends and performance in our business and therefore may be important to investors because management may assess our performance based in part on such metrics.
The Term Loan interest rate has been reduced from Term SOFR plus 2.25% down to Term SOFR plus 2.00%, subject to a leverage-based pricing grid including a 25-basis point step down at a net leverage ratio of ≤3.25x.
Beginning in 2024, general and administrative expense also includes separation transaction costs and Nova acquisition costs. Our general and administrative expenses were $156.3 million, or 8.2% of revenue, for the year ended December 31, 2024, compared to $152.0 million, or 8.3% of revenue, for the year ended December 31, 2023.
Our general and administrative expense was $203.3 million, or 9.4% of revenue, for the year ended December 31, 2025, compared to $156.3 million, or 8.2% of revenue, for the year ended December 31, 2024.
The acquisition will enable the Company to expand to more than 775 occupational health centers and onsite health clinics at employer worksites in 42 states. Debt Financing In March 2025, the Company completed an amendment to the Credit Agreement to increase our revolving credit facility by $50.0 million from $400.0 million to $450.0 million.
In March 2025, the Company completed an amendment to the Credit Agreement to increase our Revolving Credit Facility by $50.0 million from $400.0 million to $450.0 million.
We will refer to Adjusted EBITDA and Adjusted EBITDA margin throughout the remainder of Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following table reconciles net income to Adjusted EBITDA and net income margin to Adjusted EBITDA margin and should be referenced when we discuss Adjusted EBITDA, and Adjusted EBITDA margin.
Adjusted EBITDA margin helps assess the efficiency of our operations on a normalized basis. The following table reconciles net income to Adjusted EBITDA and net income margin to Adjusted EBITDA margin and should be referenced when we discuss Adjusted EBITDA and Adjusted EBITDA margin.
Income Taxes We recorded income tax expense of $59.5 million for the year ended December 31, 2024, which represented an effective tax rate of 25.7%. We recorded income tax expense of $57.9 million for the year ended December 31, 2023, which represented an effective tax rate of 23.9%.
We recorded income tax expense of $59.5 million for the year ended December 31, 2024, which represented an effective tax rate of 25.7%. For the year ended December 31, 2025, the decrease in effective tax rate was driven primarily by a favorable tax rate impact associated with increased deduction of tax credits and a decrease in the state tax rate.
For the Year Ended December 31, 2024 2023 2022 ($ in thousands) Amount % of Revenue Amount % of Revenue Amount % of Revenue Reconciliation of Adjusted EBITDA: Net income $ 171,897 9.0 % $ 184,743 10.1 % $ 172,243 10.0 % Add (Subtract): Income tax expense 59,496 3.1 57,887 3.1 52,653 3.1 Interest expense 47,714 2.5 221 — 849 — Interest expense on related party debt 21,980 1.2 44,253 2.4 30,792 1.8 Equity in losses of unconsolidated subsidiaries 3,676 0.2 526 — 1,577 0.1 Other expense — — 2 — 415 — Stock compensation expense 2,327 0.1 651 0.1 2,141 0.1 Depreciation and amortization 67,178 3.6 73,051 4.0 73,667 4.3 Separation transaction costs (1) 1,693 0.1 — — — — Nova acquisition costs 895 — — — — — Adjusted EBITDA $ 376,856 19.8 % $ 361,334 19.7 % $ 334,337 19.4 % Net income margin 9.0 % 10.1 % 10.0 % Adjusted EBITDA margin 19.8 % 19.7 % 19.4 % ____________________________________________ (1) Separation transaction costs represent incremental consulting, legal, audit-related fees, and non-recurring system implementation costs incurred in connection with the Company’s separation into a new, publicly traded company and are included within general and administrative expenses on the consolidated statements of operations. 72 Table of Contents Liquidity and Capital Resources Cash Flows for the Years Ended December 31, 2024, 2023, and 2022 In the following table and analysis, we discuss cash flows from operating activities, investing activities, and financing activities for the periods indicated.
For the Year Ended December 31, 2025 2024 2023 ($ in thousands) Amount % of Revenue (4) Amount % of Revenue (4) Amount % of Revenue (4) Reconciliation of Adjusted EBITDA: Net income (1) $ 172,849 8.0 % $ 171,897 9.0 % $ 184,743 10.1 % Add (Subtract): Income tax expense 50,978 2.4 59,496 3.1 57,887 3.1 Interest expense 109,290 5.1 47,714 2.5 221 0.0 Interest expense on related party debt — — 21,980 1.2 44,253 2.4 Equity in losses of unconsolidated subsidiaries — — 3,676 0.2 526 0.0 Other expense — — — — 2 0.0 Loss on early retirement of debt 875 0.0 — — — — Stock compensation expense 10,490 0.5 2,327 0.1 651 0.1 Depreciation and amortization 75,817 3.5 67,178 3.6 73,051 4.0 Separation transaction costs (2) 4,093 0.2 1,693 0.1 — — Nova and Pivot Onsite Innovations acquisition costs 7,471 0.3 895 0.0 — — Adjusted EBITDA (3) $ 431,863 20.0 % $ 376,856 19.8 % $ 361,334 19.7 % ____________________________________________ (1) The percentage of revenue values on this row represent the net income margin for the period.
The dividend will be payable on or about April 1, 2025, to stockholders of record as of the close of business on March 18, 2025. Effects of Inflation The healthcare industry is labor intensive and our largest expenses are labor related costs. Wage and other expenses increase during periods of inflation and when labor shortages occur in the marketplace.
Additionally, certain contractual agreements we are party to, including our credit facilities, will limit our ability to pay dividends to our stockholders. Effects of Inflation The healthcare industry is labor intensive and our largest expenses are labor related costs. Wage and other expenses increase during periods of inflation and when labor shortages occur in the marketplace.
The decrease in interest expense was due to the payoff of the revolving promissory note with Select during the year ended December 31, 2024. Interest Expense For the year ended December 31, 2024, we had interest expense of $47.7 million, compared to $0.2 million for the year ended December 31, 2023.
Interest Expense For the year ended December 31, 2025, we had interest expense of $109.3 million, compared to $47.7 million for the year ended December 31, 2024.
In addition to the actuarial loss projections, insurance premiums and out-of-pocket expenses for the administration and analysis of claims are included in the estimate of losses accrued in a respective accounting period. 70 Table of Contents We monitor these programs quarterly and revise our estimates as necessary to take into account additional information.
These estimates are based on specific claim facts, claim frequency and severity, payment patterns for historical claims, and estimates of fees for outside counsel. In addition to the actuarial loss projections, insurance premiums and out-of-pocket expenses for the administration and analysis of claims are included in the estimate of losses accrued in a respective accounting period.
(“CHSI”), a wholly-owned subsidiary of Concentra, entered into a senior secured credit agreement (the “Credit Agreement”) that provides for an $850.0 million term loan (the “Term Loan”), and a $400.0 million revolving credit facility, including a $75.0 million sublimit for the issuance of standby letters of credit (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). 73 Table of Contents Borrowings under the Credit Facilities are guaranteed by the Company and substantially all of the Company’s current domestic subsidiaries and will be guaranteed by CHSI’s future domestic subsidiaries and collateralized by substantially all of the Company’s existing and future property and assets and by a pledge of the Company’s capital stock, the capital stock of CHSI’s domestic subsidiaries and up to 65% of the capital stock of CHSI’s foreign subsidiaries held directly by CHSI or a domestic subsidiary.
Borrowings under the Credit Facilities are guaranteed by the Company and substantially all of the Company’s current domestic subsidiaries and will be guaranteed by CHSI’s future domestic subsidiaries and collateralized by substantially all of the Company’s existing and future property and assets and by a pledge of the Company’s capital stock, the capital stock of CHSI’s domestic subsidiaries, and up to 65% of the capital stock of CHSI’s foreign subsidiaries held directly by CHSI or a domestic subsidiary.
Insurance liabilities – Our expected payments related to our insurance liabilities, including those for workers’ compensation and professional malpractice liabilities, total $43.9 million, with $19.9 million payable within the next twelve months. The amounts payable within the next twelve months are recorded in accrued other in the consolidated balance sheet as of December 31, 2024.
Our construction commitments are described further in Note 18—“ Commitments and Contingencies ”. v. Insurance liabilities – Our expected payments related to our insurance liabilities, including those for workers’ compensation and professional malpractice liabilities, total $49.7 million, with $18.2 million payable within the next twelve months.
Employer services VPD volume decreased 4.8% to 25,768 from 27,066 and consumer health VPD volume decreased 1.7% to 909 from 925, partially offset by a 1.4% increase in workers’ compensation VPD volume to 22,633 from 22,315, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Workers’ compensation VPD volume increased 7.7% to 24,374 from 22,633 and employer services VPD volume increased 8.1% to 27,860 from 25,768 for the year ended December 31, 2025, compared to the year ended December 31, 2024. Revenue per visit increased 4.3% to $147.42 for the year ended December 31, 2025, compared to $141.30 for the year ended December 31, 2024.
Our purchase obligations primarily relate to software licensing and support agreements which specify all significant contractual terms and are legally binding and enforceable. Our construction commitments are described further in Note 17—“ Commitments and Contingencies ”. v.
Purchase, construction, and other commitments – Our expected payments related to purchase, construction, and other obligations total $99.5 million, with $32.0 million payable within the next twelve months. Our purchase obligations primarily relate to software licensing and support agreements which specify all significant contractual terms and are legally binding and enforceable.
The Term Loan matures on July 26, 2031, and has an interest rate of Term SOFR plus 2.25%, subject to a leverage-based pricing grid. The revolving credit facility matures on July 26, 2029, and has an interest rate of Term SOFR plus 2.50%, subject to a leverage-based pricing grid.
The interest rate for the Revolving Credit Facility has been reduced from Term SOFR plus 2.50% to Term SOFR plus 2.00%, subject to a leverage-based pricing grid including a 25-basis point step down at a net leverage ratio of ≤3.50x.
Use of Capital Resources We intend to grow through strategic acquisitions of existing health centers as well as building new de novo centers. Liquidity We believe our internally generated cash flows and borrowing capacity under our Revolving Credit Facility will allow us to finance our operations in both the short and long term.
These derivative contracts limit our Term SOFR variable interest exposure on our $942.9 million term loan. Liquidity We believe our internally generated cash flows and borrowing capacity under our Revolving Credit Facility will allow us to finance our operations in both the short and long term.
Cost of Services Our cost of services expense includes all direct and indirect support costs related to providing services to our customers. Cost of services was $1,372.2 million, or 72.2% of revenue, for the year ended December 31, 2024, compared to $1,325.6 million, or 72.1% of revenue, for the year ended December 31, 2023.
Revenue per visit for workers’ compensation visits increased 5.3% to $210.15 from $199.53 and revenue per visit for employer services visits increased 2.7% to $92.84 from $90.36, for the year ended December 31, 2025, compared to the year ended December 31, 2024. 66 Table of C ontents Cost of Services Our cost of services expense includes all direct and indirect support costs related to providing services to our customers.
As of December 31, 2024, the Term Loan borrowings bear interest at 6.61%. The Company did not have any outstanding borrowings under its Revolving Credit Facility. The Term Loan amortizes in equal quarterly installments in amounts equal to 0.25% of the aggregate original principal amount of the Term Loan commencing on December 31, 2024.
As of December 31, 2025, the Term Loan borrowings had an interest rate of 5.72%. The updated Term Loan amortizes in equal quarterly installments in amounts equal to 0.25% of the aggregate original principal amount of the Term Loan commencing on June 30, 2025. The balance of the Term Loan will be payable on July 26, 2031.
Cost of services increased 3.5% for the year ended December 31, 2024, driven by the 3.4% increase in revenue during the period. 67 Table of Contents General and administrative General and administrative expense includes corporate overhead such as finance, legal, human resources, marketing, headquarters and other administrative areas as well as executive compensation.
General and Administrative General and administrative expense includes corporate overhead such as finance, legal, human resources, marketing, corporate offices, and other administrative areas, as well as executive compensation.
For the year ended December 31, 2023, the principal use of cash was $160.0 million for payments on the related party revolving promissory notes. Capital Resources We had net working capital of $130.0 million at December 31, 2024, compared to net working capital of $19.8 million at December 31, 2023.
Capital Resources We had net working capital of $45.9 million at December 31, 2025, compared to net working capital of $130.0 million at December 31, 2024.
Depreciation and Amortization Depreciation and amortization expense was $67.2 million for the year ended December 31, 2024, or 3.5% of revenue compared to $73.1 million for the year ended December 31, 2023, or 4.0% of revenue. The decrease was due to an intangible asset fully amortizing in June 2024.
Depreciation and Amortization Depreciation and amortization expense was $75.8 million for the year ended December 31, 2025, compared to $67.2 million for the year ended December 31, 2024. The increase was due to recent growth investments.
Our total patient visits decreased 1.2% to 12,623,503 for the year ended December 31, 2024, compared to 12,777,632 visits for the year ended December 31, 2023.
Our total patient visits increased 7.3% to 13,546,707 for the year ended December 31, 2025, compared to 12,623,503 visits for the year ended December 31, 2024. Total VPD volume increased 7.7% to 53,124 for the year ended December 31, 2025, compared to 49,311 VPD for the year ended December 31, 2024, primarily due to the acquisition of Nova.
On March 1, 2025, we acquired Nova Medical Centers and financed the transaction using a combination of $102.1 million of new debt financing under the Credit Agreement, $50.0 million of available borrowing capacity under our existing revolving credit facility, and the remaining with cash on hand. A significant component of our net working capital is our accounts receivable.
We financed the transaction using a combination of $35.0 million of available borrowing capacity under our existing Revolving Credit Facility and the remaining with cash on hand. Pivot Onsite Innovations operated over 240 onsite health clinics at employer locations in over 40 states, providing occupational health, wellness, prevention, and performance services.
For the year ended December 31, 2023, the principal uses of cash were $65.0 million for purchases of property and equipment, $6.0 million for acquisitions of businesses, and $4.4 million in acquired customer relationships. Financing activities used $51.5 million and $165.3 million of cash flows for the years ended December 31, 2024 and 2023, respectively.
Investing activities used $414.9 million and $71.3 million of cash flows for the years ended December 31, 2025 and 2024, respectively.
Removed
In connection with the Separation, we entered into the Separation Agreement, as further described in the section of this annual report on Form 10-K entitled “Certain Relationships and Related Person Transactions — Agreements to be Entered into in Connection with the Separation—Separation Agreement.” We entered into various other agreements with Select and its wholly-owned subsidiaries that, together with the Separation Agreement, provide for certain transactions and arrangements to effect the separation of our business from Select.
Added
As discussed in the section titled “Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.
Removed
We refer to these transactions, as further described in the section of this annual report on Form 10-K entitled “The Separation and Distribution Transactions — The Separation,” collectively as the “Separation.” Initial Public Offering and Debt Transactions On July 26, 2024, the Company completed an Initial Public Offering (“IPO”) of 22,500,000 shares of its common stock, par value $0.01 per share, at an initial public offering price of $23.50 per share for net proceeds of $499.7 million after deducting underwriting discounts and commission of $29.1 million.
Added
Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.
Removed
In addition, the underwriters exercised the option to purchase an additional 750,000 shares of the Company’s common stock for net proceeds of $16.7 million after deducting underwriting discounts and commission of $1.0 million. The Company’s shares began trading on the New York Stock Exchange under the symbol “CON” on July 25, 2024.
Added
This section of this Annual Report on 10-K generally discusses the results of operations for the years ended December 31, 2025 and December 31, 2024 and year-to-year comparisons between those years.
Removed
In connection with the IPO, Concentra Health Services, Inc. (“CHSI”), entered into certain financing arrangements which include the credit facilities of $1,250.0 million (the “Credit Facilities”) and a private offering of $650.0 million aggregate principal amount of 6.875% Senior Notes due 2032 (the “Notes”).
Added
In this operating segment, we serve all types of employers, from Fortune 100 companies to small businesses.
Removed
The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Concentra and certain of its wholly-owned subsidiaries. The Credit Facilities consist of the term loan of $850.0 million (the “Term Loan”) and the revolving credit facility of $400.0 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, a 0.25% change in market interest rates would impact the interest expense on our variable rate debt by approximately $2.1 million per year. Item 8. Financial Statements and Supplementary Data. Information with respect to this Item is contained in our consolidated financial statements beginning on Page F-1 of this Annual Report on Form 10-K.
Biggest changeAt December 31, 2025, the Term SOFR rate was 3.69% and we had $642.9 million of our term loan borrowings subject to variable interest rates. As of December 31, 2025, a hypothetical 0.25% change in market interest rates would have no material impact on our annual interest expense and financial results. Item 8. Financial Statements and Supplementary Data.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. We are subject to interest rate risk in connection with our variable rate long-term indebtedness. Our principal interest rate exposure relates to the loans outstanding under our credit facilities, which bear interest at rates that are indexed against Term SOFR.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Our market exposure risk is primarily related to interest rate risk in connection with our variable rate long-term indebtedness. Our principal interest rate exposure relates to the loans outstanding under our credit facilities, which bear interest rates that are indexed against Term SOFR.
As of December 31, 2024, we had outstanding borrowings under our credit facilities consisting of an $847.9 million term loan (excluding unamortized original issue discount and debt issuance costs of $12.5 million). We had no outstanding borrowings under our revolving facility.
At December 31, 2025, we had outstanding borrowings under our credit facilities consisting of a $942.9 million term loan (excluding unamortized original issue discount and debt issuance costs of $11.6 million) and no outstanding borrowings under our revolving facility, which bear variable interest rates.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.
Information with respect to this Item is contained in our consolidated financial statements beginning on Page F-1 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 76 Table of C ontents
Added
Interest rate risk is highly sensitive due to many factors, monetary and tax policy, macroeconomic factors and other factors beyond our control. We do not hold or use derivative financial instruments for trading purposes. Although the U.S.
Added
Federal Reserve decreased the federal funds rate in 2025, additional adjustments to the federal funds rate may result in downstream impacts to interest rates and have adverse impacts on our reported results.
Added
In order to mitigate our exposure to rising interest rates, we entered into a derivative swap contract effective on March 3, 2025, which limits the Term SOFR rate to a fixed rate of 3.829% on $300 million of principal outstanding under our term loan. The agreement applies to interest payments through February 29, 2028.
Added
In addition, we entered into a derivative collar contract effective on March 3, 2025, which limits the Term SOFR rate to a cap of 4.500% and floor of 3.001% on $300 million of principal outstanding under our term loan. The derivative collar contract applies to interest payments through February 29, 2028.