Concentra Group Holdings Parent, Inc.CON
Concentra Group Holdings Parent, Inc. Stock Compensation Disclosure
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. The 2024 Equity Incentive Plan authorized the issuance of 5,925,000 shares of common stock, and as of December 31, 2025 the Company has capacity to issue 2,816,986 stock-based awards. Prior to the IPO, the Company’s equity plans provided for the issuance of various stock-based awards. Under the 2018 equity incentive plan, the Company issued restricted Class C interests (“restricted interests”) and restricted Class C options (“options”) to purchase restricted Class C interests.
The Company measures the compensation costs of stock-based compensation arrangements based on the grant-date fair value and recognizes the costs over the period during which employees are required to provide services. Restricted stock awards are valued using the closing market price of the Company’s common stock on the date of grant. The restricted stock awards generally vest over four years. Forfeitures are recognized as they occur. The restricted interests were valued based upon the fair value of the Company at the date of grant. The options were valued using the Black-Scholes option valuation method that uses assumptions that relate to the expected volatility, the expected dividend yield, the expected life of the options, and the risk free interest rate. 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.
Unrecognized stock compensation expense associated with the restricted stock awards at December 31, 2025 was $54.4 million, which will be recognized over a weighted-average period of approximately two years.
Restricted Interests
Transactions and other information related to restricted interests are as follows:
| Class C Restricted Interests | Weighted Average Grant Date Fair Value | ||||||||||
| (units in thousands) | |||||||||||
| Unvested balance, December 31, 2022 | 248 | $ | 2.66 | ||||||||
| Vested | (248) | 2.66 | |||||||||
| Unvested balance, December 31, 2023 | — | $ | — | ||||||||
The total fair value of Class C restricted interests vested was $0.7 million for the year ended December 31, 2023.
During the year ended December 31, 2023, the Company recognized stock compensation expense of $0.1 million for the Class C restricted interests.
Options
Transactions and other information related to options are as follows:
| Class C Restricted Options | Weighted Average Grant Date Fair Value | |||||||||||||
| (units in thousands) | ||||||||||||||
| Outstanding, December 31, 2022 | 1,256 | $ | 1.18 | |||||||||||
| Exercised | (1,256) | 1.18 | ||||||||||||
| Outstanding, December 31, 2023 | — | $ | — | |||||||||||
The Class C options exercised during the year ended December 31, 2023 had a weighted average exercise price of $2.66 and an intrinsic value of $6.3 million.
The Company did not grant any Class C options during the years ended December 31, 2025, 2024, and 2023.
For the year ended December 31, 2023, the Company recognized stock compensation expense of $0.1 million for the Class C options.
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.
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. 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.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.