Concentra Group Holdings Parent Inc

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which do not relate strictly to historical or current facts and which reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning in conjunction with, among other things: discussions of future operations; expected operating results and financial performance; impact of planned acquisitions and dispositions; our strategy for growth; product development activities; regulatory approvals; market position; market size and opportunity; expenditures; and the effects of the Separation and the Distribution, if pursued, on our business.

Because forward-looking statements are based on current beliefs, expectations and assumptions regarding future events, they are subject to risks, uncertainties and changes that are difficult to predict and many of which are outside of our control. You should realize that if underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, our actual results and financial condition could vary materially from expectations and projections expressed or implied in our forward-looking statements. You are therefore cautioned not to rely on these forward-looking statements. Risks and uncertainties include:

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The frequency of work-related injuries and illnesses;

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The adverse changes to our relationships with employer customers, third-party payors, workers’ compensation provider networks or employer services networks;

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Changes to regulations, new interpretations of existing regulations, or violations of regulations;

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Cost containment initiatives or state fee schedule changes undertaken by state workers’ compensation boards or commissions and other third-party payors;

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Our ability to realize reimbursement increases at rates sufficient to keep pace with the inflation of our costs;

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Labor shortages, increased employee turnover or costs, and union activity could significantly increase our operating costs;

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Our ability to compete effectively with other occupational health centers, onsite health clinics at employer worksites, and healthcare providers;

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A security breach of our, or our third-party vendors’, information technology systems which may cause a violation of HIPAA and subject us to potential legal and reputational harm;

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Negative publicity which can result in increased governmental and regulatory scrutiny and possibly adverse regulatory changes;

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Significant legal actions could subject us to substantial uninsured liabilities;

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Litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our business and financial statements;

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Insurance coverage may not be sufficient to cover losses we may incur;

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Acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen liabilities;

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Our exposure to additional risk due to our reliance on third parties in many aspects of our business;

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Compliance with applicable laws regarding the corporate practice of medicine and therapy and fee-splitting;

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Our facilities are subject to extensive federal and state laws and regulations relating to the privacy of individually identifiable information;

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Compliance with applicable data interoperability and information blocking rule;

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Facility licensure requirements in some states are costly and time-consuming, limiting or delaying our operations;

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Our ability to adequately protect and enforce our intellectual property and other proprietary rights;

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Adverse economic conditions in the U.S. or globally;

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Any negative impact on the global economy and capital markets resulting from other geopolitical tensions;

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The impact of impairment of our goodwill and other intangible assets;

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Our ability to maintain satisfactory credit ratings;

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The effects of the Separation and the Distribution, if pursued, on our business;

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Our ability to achieve the expected benefits of and successfully execute the Separation, the Distribution and related transactions;

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Our status as a controlled company, and the possibility that SMC’s interests or those of certain of our executive officers and directors may conflict with our interests and the interests of our other stockholders;

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Restrictions on our business, potential tax and indemnification liabilities and substantial charges in connection with the Separation, the Distribution and related transactions;

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The negative impact of public threats such as a global pandemic or widespread outbreak of an infectious disease similar to the COVID-19 pandemic;

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The loss of key members of our management team;

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Our ability to attract and retain talented, highly skilled employees and a diverse workforce, and on the succession of our senior management;

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Climate change, or legal, regulatory or market measures to address climate change;

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Increasing scrutiny and rapidly evolving expectations from stakeholders regarding ESG matters; and

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Changes in tax laws or exposures to additional tax liabilities.

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You should also carefully read the risk factors described in the section of this prospectus entitled “Risk Factors” for a description of certain risks that could, among other things, cause our actual results to differ materially from those expressed or implied in our forward-looking statements. You should understand that it is not possible to predict or identify all such factors and you should not consider the risks described above to be a complete statement of all potential risks and uncertainties. We do not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments, except as required by law.