PACS Group (NYSE: PACS) wins default waivers and revises $100M cash covenant

Rhea-AI Filing Summary

PACS Group, Inc. reported that it entered into a Sixth Amendment to its Amended and Restated Credit Agreement with Truist Bank and its lenders on November 26, 2025. This amendment waives all previously identified defaults and events of default under the credit facility that had been disclosed in a forbearance agreement dated October 21, 2025.

The amendment also adjusts a key financial covenant so that the requirement to maintain at least $100 million of unrestricted cash and certain permitted investments applies only until the company delivers financial statements and a compliance certificate for the fiscal quarter ending June 30, 2026. On the same date, the company obtained a corresponding waiver of all previously identified events of default under its Third Consolidated Master Lease.

Insights

Credit and capital structure analyst

PACS secures waivers of prior defaults and temporary covenant relief, signaling past stress but near-term breathing room.

PACS Group, Inc. and its subsidiary PACS Holdings, LLC executed a Sixth Amendment to their Amended and Restated Credit Agreement on November 26, 2025. This amendment waives all previously identified defaults and events of default under the facility that had been described in a forbearance agreement dated October 21, 2025. Waivers remove the immediate risk that lenders could accelerate debt or impose remedies based on those specific covenant breaches.

The amendment also modifies a liquidity covenant, stating that the requirement to maintain at least $100 million of unrestricted cash and certain permitted investments will apply only until the company delivers financial statements and a compliance certificate for the fiscal quarter ending June 30, 2026. Separately, PACS obtained a waiver of all previously identified events of default under its Third Consolidated Master Lease dated June 30, 2023, which helps align its lease obligations with the revised credit agreement.

Overall, the actions indicate that lenders and lessors are cooperating to stabilize the company’s capital structure after earlier covenant issues. Future company filings describing performance through the quarter ending June 30, 2026 will clarify how PACS operates under the adjusted liquidity covenant and whether any new covenant pressures emerge.

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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): November 26, 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 1.01. Entry into a Material Definitive Agreement.

On November 26, 2025, PACS Group, Inc. (the “Company”) and PACS Holdings, LLC (the “Borrower”) entered into an amendment (the “Sixth Amendment”) to the Amended and Restated Credit Agreement, dated as of December 7, 2023, by and among the Company, the Borrower, Truist Bank (the “Administrative Agent”) and the lenders party thereto.

The Sixth Amendment, among other things, waived all defaults and events of default previously identified to the Administrative Agent and the lenders in the previously disclosed forbearance agreement, dated October 21, 2025. In addition, the Sixth Amendment provides that the financial covenant requiring the Company to maintain unrestricted cash and certain permitted investments of at least $100 million will only apply prior to the date on which the Company delivers financial statements and a related compliance certificate in respect of the fiscal quarter ending June 30, 2026.

On November 26, 2025, the Company also entered into a corresponding waiver of all events of default previously identified under the Third Consolidated Master Lease, dated June 30, 2023.

The foregoing description of the Sixth Amendment is qualified in its entirety by reference to the full text of the Sixth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.			Description
10.1			Sixth Amendment to Amended and Restated Credit Agreement, dated as of November 26, 2025 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank and the lenders party thereto
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 1, 2025			By:			/s/ Jason Murray
						Jason Murray
						Chief Executive Officer

FAQ

What did PACS Group, Inc. (PACS) announce in this 8-K?

PACS Group, Inc. announced that on November 26, 2025 it entered into a Sixth Amendment to its Amended and Restated Credit Agreement with Truist Bank and its lenders, and also entered into a waiver addressing events of default under its Third Consolidated Master Lease.

How does the Sixth Amendment affect prior defaults for PACS (PACS)?

The Sixth Amendment waives all defaults and events of default that had previously been identified to the administrative agent and lenders in a forbearance agreement dated October 21, 2025.

What liquidity covenant change did PACS (PACS) disclose?

PACS disclosed that the financial covenant requiring it to maintain at least $100 million of unrestricted cash and certain permitted investments will apply only until it delivers financial statements and a compliance certificate for the fiscal quarter ending June 30, 2026.

What is the relationship between PACS Group, Inc. and PACS Holdings, LLC in this agreement?

PACS Group, Inc. is a party to the credit agreement along with PACS Holdings, LLC, which is identified as the Borrower, with Truist Bank serving as Administrative Agent and various lenders as additional parties.

What lease-related waiver did PACS (PACS) obtain?

On November 26, 2025, PACS entered into a corresponding waiver of all events of default that had been previously identified under its Third Consolidated Master Lease dated June 30, 2023.

Where can investors find the full terms of PACS Group’s Sixth Amendment?

The company stated that the description is qualified in its entirety by the full text of the Sixth Amendment, which is filed as Exhibit 10.1 and incorporated by reference.