PACS insider withholds shares for tax payment

PACS Group, Inc. Chief Legal Officer and Secretary John Todd Mitchell reported a routine tax-related share disposition.

Rhea-AI Filing Summary

PACS Group, Inc. Chief Legal Officer and Secretary John Todd Mitchell reported a routine tax-related share disposition. On the reported date, 66,471 shares of common stock were withheld at a value of $33.14 per share to cover tax liabilities tied to vesting restricted stock units. After this withholding, he directly held 883,718 shares of PACS Group common stock, indicating he retained a substantial equity position.

Insider Trade Summary

Exercise Price or Tax Liability: 66,471 shares

Exercise Price or Tax Liability 1 txn

Insider MITCHELL JOHN TODD

Role Chief Legal Officer & Sec.

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	66,471	$33.14	$2.20M

Holdings After Transaction: Common Stock — 883,718 shares (Direct)

Footnotes (1)

1. F1. Payment of tax liability through the withholding of securities upon the vesting of previously granted and reported restricted stock units.

Key Figures

Shares withheld for taxes: 66,471 shares Withholding price per share: $33.14 per share Shares held after transaction: 883,718 shares

3 metrics

Shares withheld for taxes 66,471 shares Tax withholding on RSU vesting

Withholding price per share $33.14 per share Value used for tax-liability shares

Shares held after transaction 883,718 shares Directly owned common stock following withholding

Key Terms

restricted stock units, withholding of securities, tax liability, Form 4

4 terms

restricted stock units financial

"upon the vesting of previously granted and reported restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding of securities financial

"Payment of tax liability through the withholding of securities upon the vesting"

tax liability financial

"Payment of tax liability through the withholding of securities upon the vesting"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transaction did PACS Chief Legal Officer report on Form 4?

PACS Group’s Chief Legal Officer reported a tax-related share disposition. 66,471 common shares were withheld to satisfy tax liabilities upon vesting of previously granted restricted stock units, rather than sold in the open market, leaving him with 883,718 shares directly held.

Was the PACS (PACS) insider transaction an open-market sale?

The transaction was not an open-market sale. Shares were withheld by the company to pay tax liabilities triggered by vesting restricted stock units, a common administrative process, rather than a discretionary decision to sell shares on the stock market.

How many PACS (PACS) shares were withheld for taxes in this filing?

A total of 66,471 PACS Group common shares were withheld. The withholding price recorded was $33.14 per share, reflecting the value used to cover the reporting person’s tax obligations from the vesting of restricted stock units.

How many PACS (PACS) shares does the insider hold after the tax withholding?

Following the tax-withholding transaction, the reporting officer directly holds 883,718 PACS Group common shares. This indicates the transaction covered tax obligations while leaving a substantial remaining equity position in the company’s stock.

What does transaction code F mean in the PACS Form 4 filing?

Transaction code F indicates shares were disposed of to pay taxes or exercise costs. In this PACS Group filing, it reflects withholding of common shares to satisfy tax liabilities when previously granted restricted stock units vested, not an open-market sale.

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

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Accepted by SEC EDGAR 04/17/2026 - 06:08 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MITCHELL JOHN TODD

(Last) (First) (Middle)

C/O PACS GROUP, INC.

90 S. 400 W. SUITE 700

(Street)

SALT LAKE CITY UTAH 84101

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PACS Group, Inc. [ PACS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Sec.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/15/2026		F(1)		66,471	D	$33.14	883,718	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax liability through the withholding of securities upon the vesting of previously granted and reported restricted stock units.

Remarks:

	/s/ John Mitchell	04/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)