CON 10-K & 10-Q changes, risk factors and insider trading

•We may be adversely affected by aA failure or security breach of our, or our third-party vendors’, information technology systems, such as a cyber attack, whichcyber-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 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-Palestineconflicts in the Middle East, Russia and Russia-UkraineUkraine, militaryand conflicts.other international tensions. 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.instability.

•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.Credit Facilities.

•We have a limited history of operating as a standalone public company, and our historical financial information may not necessarilyfully reflect the results that we would have achieved as a standalone public company or what our results may be in the future.

An investment in shares of our common stock involves risks and uncertainties. In addition to the other information in this annualAnnual reportReport on Form 10-K, you should consider carefully the factors set forth below before making an investment decision to purchase shares of our common stock.below. We seek to identify, manage and mitigate risks to our business, but risks and uncertainties are difficult to predict, and many are outside of our control and therefore cannot be eliminated. You should be aware that it is not possible to predict or identify all these factors and that the following is not meant to be a complete discussion of all potential risks or uncertainties. 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 resultcause inthe atrading partial or complete lossprice of yourour investment.common stock to decline.

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. Increases in employer-sponsored wellness and health promotion programs have led to fitter and healthier employees who may be less likely to injure themselves on the job. A decline in workplace injuries and illness may cause the number of workers’ compensation claims to decrease, which may adversely affect our business.

We have strong and longstanding relationships with major employer customers, payors, workers’ compensation provider networks and third-party employer services networks. Our ability to maintain those relationships and obtain, retain or renew our agreements with them depends on several factors including our quality of service and reputation. Our results may decline if we lose our significant employer customers, payor relationships, or our ability to participate in workers’ compensation or employer services networks. One or more of our significant employer customers, payors, or networks could also be acquired, which could impact our relationship with such customer, payor, or network. As employer customers, payors and workers’ compensation or employer services networks make strategic business decisions in response to market conditions, financial pressure, competitive pricing pressures or other reasons, they may choose to discontinue their relationship with us or direct their employees to competitors for occupational health services. The loss of our significant employer customers, payor or network relationships could cause a material decline in our profitability and operating performance.

These laws and regulations, among other things, constrain our business and limit the types of financial arrangements we and our Managed PCs may have with providers, customers, patients, vendors, and third- party payors, including our arrangements with our Managed PCs and the owners of the Managed PCs, Medical Expert Panels, Concentra Advanced Specialists, and our advertising and marketing practices and arrangements, including transportation provided to patients. Due to the breadth of these laws, the narrowness of statutory exceptions and regulatory safe harbors available, and the range of interpretations to which they are subject, it is possible that some of our current or future practices might be challenged under one or more of these laws. To enforce compliance, the Office of the Inspector General (“OIG”) and the Department of Justice (“DOJ”) recently have increased its scrutiny of interactions between healthcare companies and healthcare providers, which has led to several investigations, prosecutions, convictions and settlements in the healthcare industry. These investigations often are focused on billing, coding and clinical documentation practices as well as financial arrangements with referral sources. 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.

Initiatives undertaken by state workers’ compensation commissions, insurance companies, and other payors to contain the costs of healthcare services, including occupational health services and urgent care services, may adversely affect our financial performance. The cost of medical care provided for workers’ compensation services is often determined by a state fee schedule and state workers’ compensation commissions seek to control healthcare costs by reducing prescribed rates of reimbursements through fee schedule modifications. 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. Disputes with payors pertaining to cost control efforts have resulted, and may continue to result in an increase in reimbursement denials and delays, which may increase our operational and administrative costs and decrease the reimbursement we receive. We believe that these cost containment measures may continue and, if so, would limit reimbursements for healthcare services that our affiliated clinicians provide. If state workers’ compensation commissions or third-party payors reduce the amounts they pay for healthcare services, our revenue, profitability, and financial condition may be adversely affected.

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. The fee schedules are determined by each state and generally prescribe the maximum amounts that may be reimbursed for a designated procedure. In the states without fee schedules, healthcare providers are generally reimbursed based on UCR rates charged in the particular state in which the services are provided. Given that we do not control these processes, we may be subject to financial risks, including decreased revenue and profitability, if individual jurisdictions reduce rates or do not routinely raise rates of reimbursement in a manner that keeps pace with the inflation of our costs of service.

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. We compete with many types of healthcare entities, including teaching, research, and government hospitals and institutions, and other practice groups for the services of qualified physicians, clinicians, physical therapists and other healthcare professionals. Our affiliated professional medical groups may not be able to continue to recruit new clinicians or renew contracts with existing clinicians on acceptable terms. Difficulties in attracting and retaining qualified healthcare personnel can limit our ability to staff our facilities. OurMoreover, affiliatedchanges professionalin immigration or visa policies could reduce the availability of international medical groupsgraduates and other professionals. Our Managed PCs supplement their clinical personnel with a staffing agency, which can increase our costs and lower our margins. Additionally, the cost of attracting, training, and retaining qualified healthcare personnel has been and may continue to be higher than historical trends which may cause our profitability to decline.

While we have historically experienced some level of ordinary course employee turnover, the impact of the COVID-19 pandemic and resulting actions have exacerbated labor shortages and increased employee turnover. In some markets, the availability of clinicians and other medical support personnel has been a significant operating issue for healthcare providers, including at certain of our facilities. Increased employee turnover rates within our employee base can lead to decreased efficiency and increased costs, such as increased overtime to meet demand, increased compensation and bonuses to attract and retain employees, and incremental training costs. We may be required to continue to enhance wages and benefits to recruit and retain clinicians and other medical support personnel or to hire more expensive temporary or contract personnel.

We may be adversely affected by aA failure or security breach of our, or our third-party vendors’, information technology systems, such as a cyber attack, whichcyber-attack, may compromise our facilities, confidential data or critical data systems, result in harm to patients, subject us to potential legal and reputational harmharm, and otherwise have an adverse impact on our operations and business.

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. The Company currently maintains insurance coverages under a combination of policies with a totalan 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. 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. The Company also maintains additional types of liability insurance covering claims that, due to their nature or amount, are not covered by or not fully covered by the applicable professional malpractice and general liability insurance policies, including workers compensation, property and casualty, directors and officers, cyber liability, and employment practices liability insurance coverages. Our insurance policies generally are silent with respect to punitive damages so coverage is available to the extent insurable under the law of any applicable jurisdiction, and are subject to various deductibles and policy limits. The Company reviews its insurance program annually and may make adjustments to the amount of insurance coverage and self-insured retentions in future years. Significant legal actions, as well as the cost and possible lack of available insurance, could subject the Company to substantial uninsured liabilities.

To help mitigate the inflationary pressures on our business, we have implemented compensation strategies, selective price increases in certain markets, supply chain optimization initiatives and carefully monitor labor costs in our day-to-day operations. However, costCost 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. If we are unable to successfully manage the effects of inflation, our business, operating results, cash flows and financial condition may be adversely affected.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to ongoing conflicts in the ongoingMiddle Israel-PalestineEast and Russia-UkraineRussia militaryand conflicts.Ukraine and tensions between the United States and China and the United States and Venezuela. 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.

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 thesegeopolitical instability or global conflicts may impact our business. It is also not possible to predict with certainty these ongoing conflicts’ additional adverse effects on existing macroeconomic conditions, currency exchange rates and financial markers, all of which may affect our business operations. The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any or all of the foregoing risks could have an adverse effect on our ability to access capital markets, our business, financial condition and results of operations, particularly as these conflicts continue for an indefinite period of time. Given that developments concerning the Israel- Palestine and Russia-Ukraine military conflicts are ongoing and have been constantly evolving, additional impacts and risks may arise that are not presently known to us. The Israel-Palestine and Russia-Ukraine military conflicts may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

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.Credit Facilities.

In the case of an event of default under the agreements governing our Credit Facilities, the lenders under such agreements could elect to declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be due and payable. If we are unable to obtain a waiver from the requisite lenders under such circumstances, thesethe lenders could exercise their rights, thenwhich could adversely affect our financial condition and results of operations could be adversely affected, and weresult couldin becomeus becoming bankrupt or insolvent.

Our creditCredit agreementAgreement contains several negative covenants suchthat aslimit limitationsour onability to: consummate certain mergers, consolidations and dissolutions; sales ofsell assets; consummate certain investments and acquisitions; incur indebtedness; grant liens; engage in affiliate transactions; and pay dividends and restricted payments. 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 inability to comply with any of these negative covenants couldwould 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. 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. AAn breachevent of a covenantdefault under our creditCredit agreementAgreement couldcould, due to cross-default provisions, result in a default under that debt instrument and, due to cross-default provisions, could result in a default under theour other debt instrument.instruments. AAn event of default under our Credit Facilities could have a material adverse effect on our business, financial condition, results of operations, prospects, and may even lead to bankruptcy or insolvency.

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. Also, these restrictions do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness.

We have a limited history of operating as a standalone public company, and our historical financial information may not necessarilyfully reflect the results that we would have achieved as a standalone public company or what our results may be in the future.

From 2015 to July 2024, we operated as part of Select. ThePortions of the financial information included in this annualAnnual reportReport 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. Accordingly, thispre-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:

•Our pre-Separation historical financial results reflect the direct and indirect costs for the services historically provided by Select to us. Select continues to provide some of these services to us on a transitional basis pursuant to the Transition Services Agreement. See “Certain Relationships and Related Person Transactions — Agreements Entered into in Connection with the Separation-Transition Services Agreement.” Our historicalpre-Separation financial information does not reflect our obligations under the various transitional agreements we have entered into with Select in connection with the Separation. At 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.

•OurPrior 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 historicalpre-Separation financial statements.

Select received a private letter ruling from the IRS substantially to the effect that, among other things, certain steps of the Separation together with the Distribution will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The Distribution was conditioned on, among other things, the continuing effectiveness and validity of Select’s private letter ruling from the IRS and the receipt of favorable opinions of Select’s U.S. tax advisors. The private letter ruling relied on and the tax opinions will rely on certain facts, assumptions, representations and undertakings from us and Select regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, Select and its stockholders may not be able to rely on the ruling or the opinions of tax advisors and could be subject to significant tax liabilities. 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.

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 needcontinue to establishbuild or expandout our own corporate functions, including finance, human resources, benefits administration, procurement support, information technology, legal, corporate governance and other professional services. We will also continue to need to make investments or hire additional employees to operate without the same access to Select’s existing operational and administrative infrastructure. We continue to expect to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Select historically provided to us prior to the Separation. Any failure or significant downtime in our own financial, administrative or other support systems, or in the Select financial, administrative or other support systems during the transitional period during which Select provides us with support, could adversely affect our business, financial condition and results of operations, such as by preventing us from paying our suppliers and employees, executing business combinations and foreign currency transactions, or performing administrative or other services on a timely basis. Due to the scope and complexity of the underlying projects related to the Separation, the amount of total costs could be materially higher than our estimate, and the timing of the incurrence of these costs is subject to change.

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 beis complex, time-consuming and costly. There is also a risk of data loss in the process of transferring IT Systems. As a result of our reliance on IT Systems, the cost of the information technology integration and transfer and any loss of key data could have an adverse effect on our business, financial condition and results of operations.

In addition, our consolidated financial statements include the assets, liabilities, revenue and expenses that management determined were specifically or primarily identifiable to us, as well as direct and indirect costs that were attributable to our operations. Indirect costs are the costs of support functions that were provided on a centralized basis by Select and its affiliates. Indirect costs were allocated to us for the purposes of preparing our historicalpre-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. 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.

Prior to the Separation, we were able to take advantage of Select’s size and purchasing power in procuring goods, technology and services, including insurance, employee benefit support, and audit and other professional services. We are a smaller company than Select, and we cannot assure you that we will have access to financial and other resources comparable to those that were available to us prior to the Separation. As a standalone company, we may be unable to obtain office space, goods, technology, and services in general,general as well as components and services that are part of our supply chain, at prices or on terms as favorable as those that were available to us prior to the Separation, which could increase our costs and reduce our profitability. Our future success depends on our ability to maintain our current relationships with existing customers, and we may have difficulty attracting new customers due to our smaller size.

The process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation is complex, time-consuming and costly. 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. 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. We could also become subject to investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources.

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,expenses, which could adversely affect our business, financial condition and results of operations.

In the future, your percentage ownership in us may be diluted if we issue additional shares of our common stock or convertible debt securities in connection with acquisitions, capital market transactions or other corporate purposes, including equity awards that we may grant to our directors, officers and employees. In connection with the Separation, we filed a registration statement on Form S-8 to register the shares of our common stock that we expect to reserve for issuance under our equity plan. The Human Capital and Compensation Committee will continue to grant additional equity awards to our employees and directors, from time to time, under our equity incentive plan. 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.

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.

Public health threats, such as the ongoing effects of COVID-19 or any other pandemic,threats may have an impact on our business, financial condition, results of operations and cash flows. Prolonged volatility or significant disruption of global financial markets due in part to a public health threat could have a negative impact on our business and overall financial position. Other factors and uncertainties include, but are not limited to, increased operational costs associated with operating during and after a pandemic; evolving macroeconomic factors, including general economic uncertainty, increased labor costs, and recessionary pressures; capital and other resources needed to respond to a pandemic; along with the severity and duration of a pandemic. These risks and their impacts are difficult to predict and could continue to otherwise disrupt and adversely affect our operations and our financial performance.

In addition, to the extent the COVID-19 pandemic, or any other global health crisis, epidemic or pandemic, adversely affects our business, financial condition and results of operations, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

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. The market for highly skilled personnel and leaders in our industry is extremely competitive, and our ability to compete depends on our ability to hire, develop, and motivate highly skilled personnel and leaders in all areas of our business. Maintaining our brands and our reputation, and a diverse, equitable and inclusive work environment, enables us to attract top talent. If we are less successful in our hiring efforts, or, if we cannot retain highly skilled workers and key leaders, then our ability to develop, market and sell successful products could be adversely affected. Furthermore, our ability to attract and retain talent has been, and may continue to be, impacted to varying degrees by challenges in the labor market that have been prevalent in recent years and may emerge from time to time, such as wage inflation, labor shortages, changes in immigration laws, and government policies and a shift toward remote work and other flexible work arrangements.

Increasing scrutinyScrutiny and rapidly evolving expectations from stakeholders regarding ESG matters could adversely affect our business, financial condition and results of operations.

Increasing scrutinyScrutiny 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. The standards for tracking and reporting on ESG matters are relatively new, have not been harmonized and continue to evolve. Legislators and regulators have imposed, and likely willmay continue to impose, ESG-related legislation, rules, and guidance, which may conflict with one another, create new disclosure obligations, result in additional compliance costs, or expose us to new or additional risks. 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. Furthermore, certain organizations that provide information to investors have developed ratings for evaluating companies on their approach to various ESG matters. Implementing any necessary enhancements to our global processes and controls to reflect the increased scrutiny and rapidly evolving expectations regarding ESG matters may be complex, time-consuming, and costly.costly, and we may fail to meet our ESG goals, or fall short of the ESG achievements of our competitors.

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.authorities. These reviews, examinations and audits can cover periods for several years prior to the date the review, examination or audit is undertaken and could result in the imposition of material tax liabilities, including interest and penalties, if our positions are not accepted by the applicable tax authority. In connection with various government initiatives, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in other jurisdictions. We regularly assess the likely outcomes of our tax audits and disputes to determine the appropriateness of our tax reserves. 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.

This section of thethis Annual Report on 10-K generally discusses 2024the results of operations for the years ended December 31, 2025 and 2023December items31, 2024 and year-to-year comparisons between those years. For discussion of ourthe 2022year ended December 31, 2023 items and year-to-year comparisons between 2023the years ended December 31, 2024 and 2022December 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 registrationAnnual statementReport on Form S-1,10-K, asthat amended (File No. 333-280242) (the “Registration Statement”),was filed with the Securities and Exchange Commission on JulyMarch 24,3, 2024.2025.

We were founded in 1979 and have grown to be the largest provider of occupational health services in the United States by number of locations. Our national presence enables us to provide access to high-quality care that supports our mission to improve the health of America’s workforce. As of December 31, 2024,2025, we operated 552628 stand-alone occupational health centers in 41 states and 157411 onsite health clinics at employer worksites in 3644 states. We also have expanded our reach via our telemedicine program serving 4443 states and the District of Columbia. In total, we deliver services across 4547 states and the District of Columbia. We had approximately 11,00013,000 colleagues and affiliated physicians and clinicians as of December 31, 20242025 who supported the delivery of an extensive suite of services, including occupational and consumer health services and other direct-to-employer care to approximately 50,00053,000 patients each business day on average during 2024.2025. Our patients are generally employed by our main customers -— employers across the United States.

• Occupational health centers: TheOur occupational health centers operating segment encompasses the occupational health services we deliver at our 552628 occupational health center facilities across the United States. In this operating segment, we serve all types of employers, from Fortune 500100 companies to small businesses. 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 157411 permanent on-site locations and multiple other employer locations through our episodic services. 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 PharmacyPharmacy, and Concentra Medical Compliance Administration. In this operating segment, we serve all types of employers.

•Workers’ compensation services: include the support of workers’ compensation injury,injuries and illnesses, physical rehabilitation, and specialist care.

Effective March 1, 2025, the Company acquired Nova Medical Centers.Nova. CHSI entered into an equity purchase agreement to acquire all of the outstanding membership interests for a purchase price of $265$265.0 million, subject to adjustment in accordance with the terms and conditions set forth in the purchase agreement. We 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 revolvingRevolving creditCredit facility,Facility, and the remaining with cash on hand.

Nova Medical Centers operatesoperated 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. 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.

InOn March 3, 2025, the Company completed an amendment to the Credit Agreement to increase our revolvingRevolving creditCredit facilityFacility by $50.0 million from $400.0 million to $450.0 million. The interest rate for the revolvingRevolving creditCredit facilityFacility has been reduced from Term SOFR plus 2.50% to Term SOFR plus 2.00%, subject to a leverage-based pricing grid.grid including a 25-basis point step down at a net leverage ratio of ≤3.50x. 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 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.

We monitor the number of patient visits and visits per day, or VPD volume for each of our major service lines in our Occupationaloccupational Healthhealth Centercenter operating segment — workers’ compensation services, employer services, and consumer health. Management believes that the number of patient visits is the single most important indicator of the volume of services being provided in our centers. VPD volume, which is calculated as total patient visits in a given period divided by total business days for such period, allows for comparability between time periods with different number of business days. 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.

Management also measures reimbursement rates utilizing patient revenue per visit which is calculated as total patient revenue divided by total patient visits.visits for the relevant period. Revenue per visit as reported includes only the revenue and patient visits in our occupational health centers operating segment and does not include our onsite health clinics or other businesses operating segments.

The following table sets forth facility counts for our occupational health centers and onsite health clinics operating segmentssegment for the periods presented:

Our total patient visits decreasedincreased 1.2%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, comparedprimarily due to 12,777,632the visitsacquisition of Nova. 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, 2023. Total VPD volume decreased 2.0% to 49,311 for the year ended December 31, 2024, compared to 50,306 visits per day for the year ended December 31, 2023, mainly due to a decrease in employer services visits resulting from low attrition rates. 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 as2025, compared to the year ended December 31, 2023.2024.

Our cost of services expense includes all direct and indirect support costs related to providing services to our customers. Cost of services was $1,550.3 million, or 71.7% of revenue, for the year ended December 31, 2025, compared to $1,372.2 million, or 72.2% of revenue, for the year ended December 31, 2024,2024. comparedThe percentage of revenue decreased primarily due to $1,325.6 million, or 72.1% of revenue, for the year ended December 31, 2023. Cost of services increased 3.5%staffing forefficiencies, therelative yearto endeda December 31, 2024, driven by the 3.4%13.9% increase in revenue during the period.

General and administrative expense includes corporate overhead such as finance, legal, human resources, marketing, headquarterscorporate offices, and other administrative areasareas, as well as executive compensation. Beginning in 2024,Our general and administrative expense alsowas includes$203.3 separationmillion, transactionor costs9.4% andof Novarevenue, acquisitionfor costs.the Ouryear generalended andDecember administrative31, expenses2025, werecompared to $156.3 million, or 8.2% of revenue, for the year ended December 31, 2024,2024. comparedThe increase in general and administrative expense as a percentage of revenue is principally due to $152.0Nova million,and orPivot 8.3%Onsite Innovations acquisition and transition costs, one-time costs to separate from Select, stock compensation expense, and the planned addition of revenue,new forfull-time employees and other personnel costs to support the yearseparation endedfrom DecemberSelect 31,and 2023.operate as a standalone public company.

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, or 3.5% of revenue compared to $73.1 million for the year ended December 31, 2023, or 4.0% of revenue.2024. The decreaseincrease was due to anrecent intangiblegrowth asset fully amortizing in June 2024.investments.

For the year ended December 31, 2024,2025, we had no equity in losses of unconsolidated subsidiaries of $3.7 million,subsidiaries, compared to $0.5$3.7 million for the year ended December 31, 2023.2024. The increasedecrease in equity in losses wasis attributable to the impairment of an investment during the year ended December 31, 2024.

For the year ended December 31, 2024,2025, we had no interest expense on our related party debt with Select of $22.0 million,Select, compared to $44.3$22.0 million for the year ended December 31, 2023.2024. The decrease in interest expense wason related party debt is due to the payoff of the revolving promissory note with Select during the yearthree months ended DecemberSeptember 31,30, 2024.

We recorded income tax expense of $51.0 million for the year ended December 31, 2025, which represented an effective tax rate of 22.8%. 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%. For the year ended December 31, 2024,2025, the increasedecrease in effective tax rate was driven primarily by ana unfavorablefavorable tax rate impact associated with stockincreased compensation, an increase in non-deductible compensationdeduction of coveredtax employees,credits and ana increasedecrease in the state tax rate.

Refer toSee Note 1617—“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, 20242025 and December 31, 2023.2024.

In preparing our consolidated financial statements in conformity with U.S. 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. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

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 lawsapplicable that govern workers’ compensation in that state and may also differ based on contractual terms with the payor, third-party administrator, or employer. Most states have fee schedules pursuant to which all healthcare providers are uniformly reimbursed. The fee schedules are determined by each state and generally prescribe the maximum amounts that may be reimbursed for services rendered. In the states without fee schedules, the transaction price is determined based on UCR fees charged in the particular state in which the services are rendered. The transaction price for healthcare services related to employer needs or statutory requirements is based on either current market rates or other agreed upon pricing with the employer. Provider reimbursement for consumer health services is dependent on fee schedules derived from individually negotiated contracts with group health payors on a national, regional, or local basis. Typically, national contracts include all states, whereas regional or local contracts are state-specific. The fee schedule is either a set fee for each service or a percentage of billed charges.laws. 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.

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. This can create variability in the transaction price for services provided to our patients and we are required to make judgments which impact the transaction price. Variable consideration included in the transaction price is inclusive of our estimates of implicit discounts and other adjustments, such as our interpretation of reimbursement under the applicable fee schedules and third-party payor contracts, medical necessity denials, documentation denials for timely filing or lack of prior authorization, and/or instances when a patient’s insurance coverage was not verified, which are estimated using our historical experience. 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 material.

When performing qualitative assessments, we apply judgementjudgment 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. As part of our qualitative assessments, we considered (i) the magnitude of the reporting unit’s excess fair value over its carrying amount from the most recent quantitative impairment test, (ii) industry and market conditions, including the impacts of the interest rate environment, (iii) historical financial performance, including our revenue, earnings, and operating cash flow growth trends, (iv) our forecasts of revenue, earnings, and operating cash flows, (v) cost factors, including the effects of inflation and rising prices, (vi) the regulatory environment, (vii) other factors specific to each reporting unit, such as a change in strategy, a change in management, or acquisitions and divestitures affecting the composition of the reporting unit and its future operating results, and (viii) consideration of changes in our market capitalization.

The Company completed impairment assessments as of October 1, 2024,2025, October 1, 20232024 and October 1, 2022,2023, noting no impairment. As of the October 1, 2025 valuation, the estimated fair values of the reporting units were substantially in excess of their carrying values.

Under a number of our insurance programs, which include our employee health insurance, workers’ compensation, and professional malpractice liability insurance programs, and certain employment-related matters, we are liable for a portion of our losses before we can attempt to recover from the applicable insurance carrier. For our occupational health center operations, we currently maintain insurance coverages under a combination of policies with a totalan annual aggregateper claim limit of up to $29.0 million and an annual aggregate limit of $30.0 million for professional malpractice liability insurance and $29.0 million for general liability insurance. 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. “Risk Factors — Risks Related to Our Business, Industry and Operations — Significant legal actions could subject us to substantial uninsured liabilities.”

Non-GAAP MeasureMeasures

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. Adjusted EBITDA and Adjusted EBITDA margin are used by management to evaluate financial performance of, and determine resource allocation for, each of our operating segments. However, Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under U.S. GAAP. Items excluded from Adjusted EBITDA and Adjusted EBITDA margin are significant components in understanding and assessing financial performance. Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation, or as an alternative to, or substitute for, net income, net income margin, income from operations, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA and Adjusted EBITDA margin are not measurements determined in accordance with U.S. GAAP and are thus susceptible to varying definitions, Adjusted EBITDA and Adjusted EBITDA margin as presented may not be comparable to other similarly titled measures of other companies. Other companies, including companies in our industry, may calculate Adjusted EBITDA and Adjusted EBITDA margin differently than we do, limiting the usefulness of those measures for comparative purposes.

We define Adjusted EBITDA as earningsnet excludingincome before, interest, income taxes, depreciation and amortization, gainstock (loss)compensation expense, acquisition related costs, gains or losses on early retirement of debt, stock compensation expense, separation transaction costs, acquisition costs, gain (loss) on sale of businesses, and equity in earnings (or losses) of unconsolidated subsidiaries. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. We will refer to Adjusted EBITDA and Adjusted EBITDA margin throughouthelps assess the remainderefficiency of Management’sour Discussionoperations andon Analysisa ofnormalized Financial Condition and Results of Operations.basis.

We were founded in 1979 and have grown to be the largest provider of occupational health services in the United States by number of locations. Our national presence enables us to provide access to high-quality care that supports our mission to improve the health of America’s workforce. As of MarchJune 31,30, 2026, we operated 632633 stand-alone occupational health centers in 41 states and 411415 onsite health clinics at employer worksites in 4544 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 4746 states and the District of Columbia. Our patients are generally employed by our main customers — employers across the United States.

Our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, contains a detailed discussion of the regulations that affect our business in Part I, Item I.1. Business—“Government Regulations”.

The following tabletables outlinesoutline selected operating data as a percentage of revenue for the periods indicated:

Three Months Ended MarchJune 31,30, 2026, Compared to Three Months Ended MarchJune 31,30, 2025

Revenue increased 13.7%10.0% to $569.6$606.0 million for the three months ended MarchJune 31,30, 2026, compared to $500.8$550.8 million for the three months ended MarchJune 31,30, 2025, driven primarily by organic increases in both volume of patient visits and revenue per visitvisit, as described below, and also due to the additionacquisition of occupational health centers in 2025 and over 240 onsite locations that were acquired in June 2025.

Our total patient visits increased 6.7%2.6% to 3,419,0913,610,934 for the three months ended MarchJune 31,30, 2026, compared to 3,204,3683,520,320 visits for the three months ended MarchJune 31,30, 2025. Total VPD volume increased 6.7%2.6% to 54,27156,421 for the three months ended MarchJune 31,30, 2026, compared to 50,86355,005 for the three months ended MarchJune 31,30, 2025, primarily due to organic growth and the acquisition of Nova Medical Centers (“Nova”).growth. Workers’ compensation VPD volume increased 9.6%3.7% to 25,13225,765 from 22,93524,843 and employer services VPD volume increased 4.8%1.8% to 28,23129,859 from 26,927,29,334, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025.

Revenue per visit increased 3.1%4.6% to $151.47$152.67 for the three months ended MarchJune 31,30, 2026, compared to $146.94$145.92 for the three months ended MarchJune 31,30, 2025. 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, for the three months ended MarchJune 31,30, 2026. Revenue per visit for workers’ compensation visits increased 2.0%4.9% to $213.27$219.06 from $209.09$208.93 and revenue per visit for employer services visits increased 2.7%3.2% to $96.91$95.84 from $94.40,$92.85, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025.

Our cost of services expense includes all direct and indirect support costs related to providing services to our customers. Cost of services expense was $399.1$413.9 million, or 70.1%68.3% of revenue, for the three months ended MarchJune 31,30, 2026, compared to $357.1$389.3 million, or 71.3%70.7% of revenue, for the three months ended MarchJune 31,30, 2025. The cost of services expense as a percentage of revenue decreased primarily due to increased staffing efficiencies,efficiencies and Nova expenses that were incurred during the second quarter of 2025 that were eliminated through synergies in 2025, relative to a 13.7%10.0% increase in revenue during the period.

Our 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. General and administrative expense was $55.3$56.7 million, or 9.7%9.4% of revenue, for the three months ended MarchJune 31,30, 2026, compared to $46.7$52.9 million, or 9.3%9.6% of revenue, for the three months ended MarchJune 31,30, 2025. The increasedecrease in general and administrative expense as a percentage of revenue is principallyprimarily due to one-time Nova and Pivot Onsite Innovations expenses that were incurred during the second quarter of 2025, offset by increased personnel costs due to the planned addition of new full-time employees and other non-personnel costs to support the separation from Select and operate as a standalone public company, stock compensation expense, and one-time costs to separate from Select.

Depreciation and amortization expense was $19.6$19.9 million for the three months ended MarchJune 31,30, 2026, compared to $16.6$19.0 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to recent growth investmentsthrough inde 2025.novos and acquisitions.

For the three months ended MarchJune 31,30, 2026, we had interest expense of $26.0$25.7 million, compared to $25.5$28.2 million for the three months ended MarchJune 31,30, 2025. The slight increasedecrease in interest expense was primarily due to the issuanceamortization of the $102.1 million incremental term loan and the $85 million in Marchborrowings on the Revolving Credit Facility as of June 30, 2025, aswhich describedwere infully Noterepaid 6—“Long-Termby Debt”.October 2025.

We recorded income tax expense of $17.3$22.0 million for the three months ended MarchJune 31,30, 2026, which represented an effective tax rate of 24.9%.24.7%. We recorded income tax expense of $13.3$15.2 million for the three months ended MarchJune 31,30, 2025, which represented an effective tax rate of 24.6%.24.7%. Our income tax expense is computed based on annual estimates, which we allocate throughout the year based on our income. This intra-period tax allocation may cause our effective tax rate to reflect variances when compared to the prior year, as estimates of our annual income and the components of our income tax expense change throughout the year.

(2) 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 from Select into a new, publicly traded company and are included within general and administrative expenses on the condensed consolidated statements of operations.

(21) 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 from Select into a new, publicly traded company and are included within general and administrative expenses on the condensed consolidated statements of operations.

In theThe following table andreconciles analysis, we discussnet cash flowsprovided fromby operating activities, investing activities, and financing activities forto theFree periodsCash indicated.Flow.