Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On July 26, 2024, Concentra Group Holdings Parent, Inc., a Delaware corporation ("Concentra"), completed its previously announced initial public offering (the "IPO") of 22,500,000 shares of its common stock, par value $0.01 per share (the "Concentra Common Stock") at an initial public offering price of $23.50 per share for net proceeds of $499,668,750.00 million. Prior to the IPO, Concentra was a wholly owned subsidiary of Select Medical Corporation ("SMC"). Pursuant to the Separation Agreement (as defined below), Concentra paid to SMC all of the net proceeds from the sale of shares of Concentra's common stock in the IPO in order to repay debt owed to SMC. As of the closing of the IPO, SMC owns 104,093,503 shares of Concentra Common Stock, or approximately 82.23% of the total outstanding shares of Concentra Common Stock.

Separation Agreement

In connection with the IPO and as previously contemplated by, and described in, the Registration Statement on Form S-1, as amended (File No. 333-280242), filed by Concentra with the Securities and Exchange Commission and declared effective on July 24, 2024 (the "Registration Statement"), SMC and Concentra entered into a separation agreement (the "Separation Agreement") on July 26, 2024. The Separation Agreement sets forth certain agreements between SMC and Concentra regarding, among other matters:

·	the principal corporate actions and internal reorganization pursuant to which Concentra will separate from SMC;

·	SMC's and Concentra's respective rights and obligations with respect to the IPO;

·	certain matters with respect to any subsequent distribution or other disposition by SMC of the shares of Concentra Common Stock owned by Concentra following the IPO (the "Distribution"); and

·	other agreements governing aspects of Concentra's relationship with SMC following the IPO.

For further details regarding the Separation Agreement, see the description set forth in the section entitled "Certain Relationships and Related Person Transactions - Agreements to be Entered into in Connection with the Separation - Separation Agreement" in the Registration Statement. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Related Agreements

In connection with the IPO and as previously contemplated by, and described in, the Registration Statement, Select Medical Holdings Corporation (the "Company"), SMC and Concentra, or subsidiaries of each party, also entered into various other material agreements. These agreements were entered into on July 26, 2024, unless otherwise indicated, and consist of the following:

·	a tax matters agreement, which governs the Company's and Concentra's respective rights, responsibilities and obligations with respect to all tax matters, including tax liabilities, tax attributes, tax contests and tax returns;

·

an employee matters agreement, which addresses certain employment, compensation and benefits matters, including the allocation and treatment of certain assets and liabilities relating to Concentra's employees and compensation and benefit plans and programs in which Concentra's employees participate prior to the date of the Distribution, if pursued; and

·	a transition services agreement, pursuant to which SMC will provide to Concentra certain services beginning upon the consummation of the IPO and ending 24 months after the Distribution.

For further details regarding the foregoing agreements, see the descriptions of such agreements set forth in the section entitled "Certain Relationships and Related Person Transactions - Agreements to be Entered into in Connection with the Separation" in the Registration Statement. The foregoing descriptions of these agreements do not purport to be complete and are qualified in their entirety by reference to the full text of these agreements, which are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

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