PACS Group (NYSE: PACS) CFO exits after policy findings; co-founder returns as interim finance chief

Rhea-AI Filing Summary

PACS Group, Inc. reported that Chief Financial Officer Derick Apt resigned on September 2, 2025 after the board’s Audit Committee, following allegations he accepted a series of high-value items from individuals linked to entities that do business with the company, made interim findings that his receipt of those items violated company policies and its Code of Conduct. In a separation agreement, Apt provided a broad release of claims and reaffirmed non-solicitation, non-disparagement and confidentiality covenants, while the company agreed to accelerate vesting of 82,116 restricted stock units, with his remaining unvested units forfeited, and waived a one-year non-competition covenant. The company has launched a search for a permanent CFO and bolstered its finance and accounting resources. On September 3, 2025, co-founder and current Executive Vice Chairman Mark Hancock, who previously served as CFO from 2013 to 2024, was appointed interim Chief Financial Officer and will act as principal financial officer while continuing as a director.

Positive

• None.

Negative

• Chief Financial Officer resignation tied to policy violations: PACS Group’s CFO, Derick Apt, resigned after the Audit Committee determined his acceptance of high-value items from individuals associated with related business entities violated company policies and its Code of Conduct, creating governance and compliance concerns at a senior leadership level.

Insights

Corporate governance and accounting expert

Unexpected CFO exit over policy breaches raises governance and control concerns.

The resignation of PACS Group’s Chief Financial Officer, Derick Apt, follows an internal Audit Committee investigation into allegations he accepted high-value items from individuals tied to entities doing business with the company. The committee’s interim findings concluded this conduct violated company policies and its Code of Conduct, leading the board to request his resignation.

Finance chiefs are central to financial reporting and internal control frameworks, so a policy-related departure can prompt questions about tone at the top and the robustness of compliance culture. The separation terms, including accelerated vesting of 82,116 restricted stock units, forfeiture of remaining unvested units, and waiver of a one-year non-compete, show the board balancing legal releases and ongoing restrictive covenants against immediate separation.

To stabilize operations, the company appointed co-founder and long-time prior CFO Mark Hancock as interim Chief Financial Officer and principal financial officer, while he continues as Executive Vice Chairman and director. His deep familiarity with the business may support continuity in financial reporting and oversight while the company conducts a search for a permanent CFO and augments its finance and accounting resources.

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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): September 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Derick Apt as Chief Financial Officer

On September 2, 2025, Derick Apt resigned from his role as Chief Financial Officer of PACS Group, Inc. (the “Company”). In mid-July 2025, while its previously disclosed investigation was ongoing, the Audit Committee of the Company’s board of directors became aware of allegations that Mr. Apt had accepted a series of high-value items from individuals associated with a group of related entities with which the Company does business. The Audit Committee immediately began investigating those allegations. Based upon the results of that work, the Audit Committee made interim findings that Mr. Apt’s receipt of these items of value violated company policies, including the Company’s Code of Conduct. Thereafter, the Board asked for, and Mr. Apt offered, his resignation.

In connection with Mr. Apt’s resignation, the Company and Mr. Apt entered into a separation agreement pursuant to which Mr. Apt signed a general release of all claims in favor of the Company and its affiliates, and reaffirmed his obligation to continued compliance with certain restrictive covenants, including non-solicitation, non-disparagement and confidential information covenants. In exchange for his timely execution and non-revocation of the general release, the Company has agreed to accelerate the vesting of 82,116 restricted stock units; Mr. Apt forfeited the remainder of his restricted stock units that have not yet vested. The Company also agreed to waive Mr. Apt’s obligation to comply with a one-year post-termination non-competition covenant in favor of the Company.

The Company has commenced a search for a permanent Chief Financial Officer. The Company has also engaged or retained additional individuals to further augment its existing finance and accounting resources.

Appointment of Mark Hancock as interim Chief Financial Officer

In light of Mr. Apt’s resignation, on September 3, 2025, the Company appointed Mark Hancock, who previously served as the Company’s Chief Financial Officer from January 2013 until his appointment as Executive Vice Chairman on January 1, 2024, as interim Chief Financial Officer. As interim Chief Financial Officer, Mr. Hancock will serve as the Company’s principal financial officer. Mr. Hancock will also continue in his role as a director and Executive Vice Chairman of the Company’s board of directors.

Mr. Hancock, 50, is a co-founder of the Company. He has served as the Company’s Executive Vice Chairman since January 2024 and as a member of the Company’s board of directors since January 2013. Mr. Hancock also served as the Company’s Chief Financial Officer and Secretary from January 2013 to January 2024. Prior to co-founding the Company, Mr. Hancock was Vice President of Finance and Treasurer of Farm Credit Mid-America, a financial services provider, from 2010 to 2013, and served as a nursing home administrator at a facility affiliated with Plum Healthcare Group, a skilled nursing facility operator, from 2009 to 2010. From 2007 to 2009, Mr. Hancock was the Director of Corporate Finance for Steel Technologies Inc., a publicly traded steel processor, and served as a Finance Manager for Ford Motor Company, a publicly traded multinational automobile manufacturer, from 2000 to 2007. Mr. Hancock received a B.S. in Civil Engineering and a Master of Business Administration with a focus in Finance from Brigham Young University.

There is no arrangement or understanding between Mr. Hancock and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Hancock and any of the Company’s directors or executive officers. Other than as disclosed in the registration statement on Form S-1 (Registration No. 333-281904), initially filed with the Securities and Exchange Commission on September 3, 2024, there are no transactions to which the Company is a party and in which Mr. Hancock has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

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 8, 2025			By:			/s/ Jason Murray
						Jason Murray
						Chief Executive Officer

FAQ

Why did PACS (PACS) Chief Financial Officer Derick Apt resign?

Derick Apt resigned as PACS Group’s Chief Financial Officer after the Audit Committee, investigating allegations that he accepted high-value items from individuals linked to business counterparties, reached interim findings that his receipt of these items violated company policies and the company’s Code of Conduct.

What are the key terms of Derick Apt’s separation from PACS Group (PACS)?

Under his separation agreement, Derick Apt provided a general release of claims and reaffirmed non-solicitation, non-disparagement, and confidentiality covenants. In return, PACS Group agreed to accelerate vesting of 82,116 restricted stock units, while he forfeited all other unvested units and received a waiver of a one-year non-compete.

Who is PACS Group’s (PACS) new interim Chief Financial Officer?

PACS Group appointed Mark Hancock as interim Chief Financial Officer on September 3, 2025. Hancock is a company co-founder, current Executive Vice Chairman, long-time board member, and previously served as PACS Group’s Chief Financial Officer and Secretary from January 2013 through January 2024 before moving to his vice chairman role.

Will Mark Hancock keep his other roles at PACS Group (PACS) while serving as interim CFO?

Yes. Mark Hancock will serve simultaneously as interim Chief Financial Officer, principal financial officer, Executive Vice Chairman, and director. He has been Executive Vice Chairman since January 2024 and a director since 2013, providing continuity while the company searches for a permanent Chief Financial Officer and strengthens finance resources.

How is PACS Group (PACS) addressing finance and accounting resources after the CFO change?

Following Derick Apt’s resignation, PACS Group appointed experienced co-founder Mark Hancock as interim CFO and principal financial officer. The company also stated that it has engaged or retained additional individuals to augment its existing finance and accounting resources while it conducts a search for a permanent Chief Financial Officer.

Did PACS Group (PACS) waive any restrictive covenants for former CFO Derick Apt?

PACS Group agreed to waive Derick Apt’s obligation to comply with a one-year post-termination non-competition covenant. However, he reaffirmed compliance with other restrictive covenants, including non-solicitation, non-disparagement, and confidential information covenants, as part of his separation and release agreement with the company.