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

Rhea-AI Filing Summary

On 24 Jul 2025 Kestra Medical Technologies (KMTS) director Raymond W. Cohen filed Form 4 disclosing the automatic conversion and acquisition of 12,994 restricted common shares. The shares arose from previously granted Class A units of West Affum Holdings that converted in conjunction with the company’s IPO; therefore, no cash consideration was paid (transaction code “A”). After the event, Cohen’s beneficial ownership stands at 12,994 KMTS shares held directly.

The award vests in three tranches: 4,331 shares vested immediately on 24 Jul 2025; an additional 4,331 will vest on 24 Jul 2026; and the remaining 4,332 will vest on 24 Jul 2027. The filing shows no open-market purchases, sales, option activity, or derivative positions, and it contains no financial performance metrics.

While the transaction modestly increases insider alignment, the share amount is relatively small and is unlikely to be market-moving by itself.

Positive

• Director ownership increase: Cohen now holds 12,994 KMTS shares, enhancing alignment with public shareholders.

Negative

• Limited immediacy: Only 4,331 shares are currently vested; 66% remain restricted until 2026-2027.

Insights

Financial Analyst

TL;DR: Routine IPO-related share conversion; aligns director but immaterial to valuation.

The Form 4 records a non-cash grant that brings Cohen’s direct stake to 12,994 shares. Given KMTS’s likely post-IPO float, this holding is negligible from a supply-demand standpoint. The staged vesting maintains long-term alignment but also limits immediate tradable float. No buy/sell signals or valuation insight can be drawn; therefore impact on stock price should be neutral.

Corporate Governance Expert

TL;DR: Standard equity incentive; positive alignment, but governance impact modest.

The conversion follows typical IPO clean-up mechanics, shifting partnership units into listed equity. Multi-year vesting supports retention and aligns director incentives with shareholder value creation through 2027. No red flags—authority covered by existing PoA. However, the quantum is small, so governance leverage remains limited.

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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): July 24, 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,

CA

92675

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			ENSG			Nasdaq 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 2.02. Results of Operations and Financial Condition.

On July 24, 2025 The Ensign Group, Inc. (the Company) issued a press release reporting the financial results of the Company for its second quarter ended June 30, 2025. A copy of the press release is attached to this Current Report as Exhibit 99.1.

The press release includes supplemental “non-GAAP financial measures.” Specifically, the press release refers to Adjusted Net Income, Adjusted Earnings per Share, EBITDA, Adjusted EBITDA, Adjusted EBITDAR, Adjusted EBT and Funds from Operations (FFO) for our real estate segment. Regulation G, Conditions for Use of Non-GAAP Financial Measures, and other provisions of the Securities Exchange Act of 1934, as amended, define and prescribe the conditions for use of certain non-GAAP financial information. EBITDA consists of net income before (a) interest income, (b) provision for income taxes, (c) depreciation and amortization and (d) interest expense. Adjusted EBITDA consists of net income before (a) interest income, (b) provision for income taxes, (c) depreciation and amortization, (d) interest expense, (e) stock-based compensation expense, (f) acquisition related costs, (g) costs incurred related to system implementations, (h) litigation arising outside of the ordinary course of business and (i) gain/loss on business interruption recoveries and long-lived assets. Adjusted EBITDAR consists of net income before (a) interest income, (b) provision for income taxes, (c) depreciation and amortization, (d) interest expense, (e) rent-cost of services, (f) stock-based compensation expense, (g) acquisition related costs, (h) costs incurred related to system implementations, (i) litigation arising outside of the ordinary course of business and (j) gain/loss on business interruption recoveries and long-lived assets. Adjusted EBT consists of net income before (a) provision for income taxes, (b) stock-based compensation expense, (c) acquisition related costs, (d) costs incurred related to system implementations, (e) litigation arising outside of the ordinary course of business, (f) gain/loss on business interruption recoveries and long-lived assets and (g) amortization of patient base intangible assets. Funds from Operations (FFO) for our Standard Bearer segment consists of segment income, excluding depreciation and amortization related to real estate, gains or losses from the sale of real estate, insurance recoveries related to real estate and impairment of long-lived assets. The Company believes that the presentation of adjusted net income, adjusted earnings per share, EBITDA, adjusted EBITDA, adjusted EBT and FFO provides important supplemental information to management and investors to evaluate the Company’s operating performance. Adjusted EBITDAR is a financial valuation measure that is not specified in GAAP. This measure is not displayed as a performance measure as it excludes rent expense, which is a normal and recurring operating expense. The Company believes disclosure of adjusted net income, adjusted net income per share, EBITDA, adjusted EBITDA, adjusted EBITDAR, adjusted EBT and FFO has substance because the excluded revenues and expenses are infrequent in nature and are variable in nature, or do not represent current revenues or cash expenditures. A material limitation associated with the use of these measures as compared to the GAAP measures of net income and diluted earnings per share is that they may not be comparable with the calculation of net income and diluted earnings per share for other companies in the Company's industry. These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures. For further information regarding why the Company believes that this non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the Company's periodic filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The Company’s periodic filings are available on the SEC's website at www.sec.gov or under the "Financials" link of the Investor Relations section on Ensign’s website at http://www.ensigngroup.net.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release of the Company dated July 24, 2025
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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: July 24, 2025						/s/ Suzanne D. Snapper
						Suzanne D. Snapper
						Chief Financial Officer, Executive Vice President and Director (principal financial officer and principal accounting officer)

FAQ

What did KMTS director Raymond W. Cohen report in the Form 4 filed on July 24, 2025?

He reported the automatic acquisition of 12,994 restricted common shares due to IPO-related unit conversion.

How many KMTS shares does Cohen own after the reported transaction?

Cohen beneficially owns 12,994 common shares, all held directly.

Was any cash paid for the 12,994 KMTS shares?

No. The shares were received through an automatic conversion; no purchase price was involved.

What is the vesting schedule for the restricted KMTS shares?

4,331 shares vested on 7/24/25; another 4,331 vest on 7/24/26; the final 4,332 vest on 7/24/27.

Does the filing indicate insider buying or selling activity?

It indicates an award conversion, not an open-market buy or sale; no shares were sold.