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  4. [8-K] The Ensign Group, Inc. Reports Material Event

Ensign Group (NASDAQ: ENSG) outlines pay, equity terms for Christensen

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Ensign Group, Inc. reported compensation actions related to the previously announced retirement of director Christopher Christensen from its Board effective September 1, 2025. The compensation committee approved the accelerated vesting, as of August 21, 2025, of 3,300 unvested restricted stock awards and 21,750 unvested stock options in the company, plus 1,000 unvested restricted stock awards in Standard Bearer Healthcare REIT, Inc.

Mr. Christensen will receive a cash bonus of $2,070,000 for services from January 1, 2025 to September 1, 2025, and a cash subsidy of up to $150,000 as prepayment for five years of health insurance premiums starting September 1, 2025. He may provide advisory services to management for up to one year at a rate not exceeding $100,000 per year. Under the Standard Bearer 2022 Omnibus Incentive Plan, the company will repurchase 19,726 Standard Bearer common shares and one preferred share from Mr. Christensen for a total of $287,393, based on third-party fair market value.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.

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FAQ

What did Ensign Group (ENSG) disclose about Christopher Christensen’s retirement?

The company detailed compensation actions tied to Christopher Christensen’s previously disclosed retirement from the Board effective September 1, 2025. These include accelerated vesting of equity awards, a cash bonus, health insurance support, an advisory arrangement, and a repurchase of his shares in Standard Bearer Healthcare REIT, Inc.

What cash compensation is Christopher Christensen receiving from Ensign Group (ENSG)?

Mr. Christensen will receive a $2,070,000 cash bonus for services from January 1, 2025 to September 1, 2025. He will also receive a cash subsidy of up to $150,000 as pre-payment of health insurance premiums for a five-year period starting September 1, 2025, and may earn up to $100,000 over one year for advisory services.

What equity awards were accelerated for Christopher Christensen at Ensign Group (ENSG)?

Effective August 21, 2025, the company accelerated the vesting of 3,300 unvested restricted stock awards and 21,750 unvested stock options in The Ensign Group, Inc., as well as 1,000 unvested restricted stock awards in Standard Bearer Healthcare REIT, Inc.

What Standard Bearer Healthcare REIT, Inc. shares are being repurchased from Christopher Christensen?

Under the Standard Bearer 2022 Omnibus Incentive Plan, the company elected to repurchase 19,726 Standard Bearer common shares (including 1,000 restricted stock awards that were accelerated) and one preferred share for a total price of $287,393, based on fair market value determined by a third-party valuation firm.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2025
The Ensign Group, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 001-33757 33-0861263
     
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer Identification No.)
29222 Rancho Viejo Road, Suite 127, 
San Juan Capistrano,CA92675
   
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 487-9500
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareENSGNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on Form 8-K filed on June 20, 2025, Christopher Christensen resigned from the Board of Directors (the “Board”) of The Ensign Group, Inc. (the “Company”) effective September 1, 2025. Mr. Christensen informed the Company that his retirement from the Board is not a result of any disagreement with the Company on any matter relating to its operations, policies or practices.
In connection with his retirement and in recognition of Mr. Christensen’s service to the Board and to the Company since its founding in 1999, on August 21, 2025, the Compensation Committee of the approved that the Company shall: 1) accelerate, effective August 21, 2025, the vesting of 3,300 unvested restricted stock awards, 21,750 unvested stock options and 1,000 unvested restricted stock awards in Standard Bearer Healthcare REIT, Inc. (“Standard Bearer”), all of which were awards previously granted issued to Mr. Christensen; 2) pay Mr. Christensen $2,070,000­in cash as a bonus for services rendered between January 1, 2025 to September 1, 2025; and, 3) provide a cash subsidy in the amount up to $150,000 as pre-payment for Mr. Christensen’s health insurance premiums for a five-year period starting September 1, 2025. In addition, Mr. Christensen will provide certain advisory services to the Company’s management team, at their discretion, for a period of up to one year following his transition from Chairman of the Board at a rate not to exceed $100,000 per year.
In addition, under the terms of the Standard Bearer 2022 Omnibus Incentive Plan, the Company has elected to exercise its right to repurchase all of Mr. Christensen’s shares in Standard Bearer, comprising of 19,726 shares of common stock in Standard Bearer (which includes 1,000 restricted stock awards accelerated mentioned above) for $286,027 and one preferred share in Standard Bearer in the amount of $1,366, for a total repurchase price of $287,393. The purchase price of Standard Bearer shares are the fair market value of Standard Bearer common stock and preferred stock as determined by a third-party valuation firm.
Other than the compensation arrangements items described above, there are no arrangements or understandings between Mr. Christensen and the Company, and there are no transactions or any currently proposed transaction in which Mr. Christensen has an interest requiring disclosure under Item 404(a) of Regulation S-K.




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  THE ENSIGN GROUP, INC.
 Dated: August 26, 2025
 /s/ Chad A. Keetch
Chad A. Keetch
 Chief Investment Officer


Source: View Original Filing on SEC EDGAR