PACS Group gets NYSE extension on late filings

Rhea-AI Filing Summary

PACS Group, Inc. reports that the NYSE Listing Operations Committee has granted the company an additional trading period through November 19, 2025 to regain compliance with NYSE rule 802.01E on timely filing of annual and quarterly reports, with the situation reassessed on an ongoing basis. The company has not yet filed its Form 10-Q for the quarter ended September 30, 2024, its Form 10-K for the year ended December 31, 2024, or its Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025, due to an independent Audit Committee investigation. PACS Group previously said that its condensed combined/consolidated financial statements for the quarters ended March 31, 2024 and June 30, 2024 should no longer be relied upon and is working to restate these statements and complete the delayed reports. The NYSE will monitor the company’s progress as it seeks to return to full listing compliance.

Positive

• None.

Negative

• PACS Group faces prolonged financial reporting issues, with multiple delinquent SEC filings and prior 2024 quarterly financial statements identified as no longer reliable and requiring restatement.
• Ongoing listing compliance risk, as the company remains out of compliance with NYSE timely filing rules and is operating under a time-limited extension subject to ongoing reassessment.

Insights

Equity analyst

NYSE grants PACS more time, but delayed filings and restatements remain a key risk.

PACS Group received an additional trading period from the NYSE through November 19, 2025 to regain compliance with timely filing requirements under Section 802.01E. This avoids immediate listing consequences but underscores that the company remains out of compliance until it files multiple missing reports.

The company has not filed several SEC reports, including its Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended September 30, 2024, March 31, 2025, and June 30, 2025, due to an ongoing independent Audit Committee investigation. It also stated earlier that its condensed combined/consolidated financial statements for the quarters ended March 31, 2024 and June 30, 2024 should no longer be relied upon and plans to restate them.

Ongoing government or internal investigations and litigation risks are cited as factors that could affect outcomes. The critical milestone is the company’s ability to complete the restatement and file the delinquent reports within the NYSE’s additional period ending November 19, 2025, which will be monitored by the exchange.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What NYSE action did PACS Group (PACS) disclose?

The company reported that the NYSE Listing Operations Committee granted an additional trading period through November 19, 2025 for PACS Group to regain compliance with Section 802.01E, which covers timely filing of annual and quarterly reports.

Why is PACS Group currently out of compliance with NYSE filing rules?

PACS Group is out of compliance because it has not timely filed its Form 10-Q for the quarter ended September 30, 2024, Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Which PACS Group financial statements should no longer be relied upon?

The company previously stated that its condensed combined/consolidated financial statements as of March 31, 2024 and for the three months then ended, and as of June 30, 2024 and for the three and six months then ended, should no longer be relied upon.

What is causing PACS Group’s delayed SEC filings?

The delays are attributed to an ongoing independent investigation being conducted by the company’s independent Audit Committee, which has prevented timely completion of several required SEC reports.

How does PACS Group plan to regain NYSE compliance?

PACS Group states it is working diligently to restate the affected prior financial statements and to file the delinquent reports, with the goal of regaining compliance with Section 802.01E within the additional period granted by the NYSE.

Will the NYSE continue to monitor PACS Group?

Yes. The NYSE has informed the company that it will monitor PACS Group and its progress toward filing the delinquent reports during the additional trading period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/10/2025 - 09:00 AM Learn about SEC filing dates

false000200118400020011842025-09-092025-09-09

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): September 9, 2025

PACS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42011

92-3144268

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

262 N. University Ave.

Farmington, Utah 84025

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (801) 447-9829

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

PACS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 o

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. o

Item 8.01 Other Events.

Update on NYSE Listing

PACS Group, Inc. (the “Company”) is announcing that on September 9, 2025, the New York Stock Exchange (“NYSE”) Listing Operations Committee agreed to provide the Company with an additional trading period through November 19, 2025, subject to reassessment on an ongoing basis, to regain compliance with Section 802.01E of the NYSE’s Listed Company Manual, Annual and Quarterly Report Timely Filing Criteria.

The Company previously announced that it was unable to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (collectively, the “Delinquent Filings”), respectively, due to an ongoing independent investigation by the Company’s independent Audit Committee. In addition, the Company previously announced that (i) its condensed combined/consolidated financial statements as of March 31, 2024, and for the three months then ended, included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2024 (as amended on May 21, 2024) and (ii) its condensed combined/consolidated financial statements as of June 30, 2024, and for the three and six months then ended, included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024 (collectively, the “Prior Financial Statements”) should no longer be relied upon.

The Company is working diligently to restate the Prior Financial Statements and file the Delinquent Filings and intends to regain compliance with Section 802.01E of the NYSE’s Listed Company Manual as soon as feasible and within the granted additional period. The NYSE informed the Company that the NYSE will monitor the Company and its progress towards filing the Delinquent Filings.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements.” These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Statements concerning the Company’s future are forward-looking statements, and are based on management’s current expectations, assumptions and beliefs about the Company’s business, financial performance, operating results, the industry in which the Company operates and possible future events. These statements include, but are not limited to, statements regarding the Company’s expectations regarding the timing of the restatement and its ability to file the Delinquent Filings. Forward-looking statements convey the Company’s expectations, intentions, or forecasts about future events, circumstances, results, or aspirations. Forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions, which may change over time and many of which are beyond the Company’s control, and that could cause the Company’s actual results to materially and adversely differ from those expressed in any forward-looking statement, including the outcome of any ongoing government or internal investigations, risks associated with litigation, and the other risks described in the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024 and other filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PACS GROUP, INC.
Date: September 10, 2025			By:			/s/ Jason Murray
						Jason Murray
						Chief Executive Officer