Tax withholding share transaction by PACS Group (PACS) executive

Rhea-AI Filing Summary

PACS Group, Inc. reported an insider equity transaction by Mark Hancock, a director, co-founder, interim CFO, executive vice chair, and 10% owner. On January 15, 2026, 12,774 shares of common stock were withheld at $39.49 per share to satisfy tax liabilities arising from the vesting of previously granted and reported restricted stock units. This was recorded as a disposition under code F, which denotes tax withholding rather than an open-market sale. Following this transaction, Hancock beneficially owns 54,804,443 shares of PACS Group common stock in direct ownership.

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

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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^*

Hancock Mark

(Last) (First) (Middle)

C/O PACS GROUP, INC.

90 S. 400 W. SUITE 700

(Street)

SALT LAKE CITY UT 84101

(City) (State) (Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co Fndr; Int CFO; Exec V Chair

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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

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

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

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	01/15/2026		F(1)		12,774	D	$39.49	54,804,443	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, Attorney-in-Fact	01/20/2026
	** 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.

FAQ

What insider transaction did PACS (PACS Group, Inc.) report in this Form 4?

The filing reports that 12,774 shares of PACS Group common stock were withheld from Mark Hancock on January 15, 2026 to cover tax liabilities related to vesting restricted stock units.

Who is the reporting person in the PACS Group (PACS) Form 4 filing?

The reporting person is Mark Hancock, who is a director, co-founder, interim CFO, executive vice chair, and a 10% owner of PACS Group, Inc.

How many PACS Group shares were involved in the tax withholding transaction?

A total of 12,774 common shares of PACS Group were withheld to satisfy Hancock's tax liability from the vesting of restricted stock units.

At what price were the PACS Group (PACS) shares valued in this Form 4 transaction?

The withheld PACS Group common shares were valued at $39.49 per share for the tax withholding transaction.

How many PACS Group shares does Mark Hancock own after this Form 4 transaction?

After the reported transaction, Mark Hancock beneficially owns 54,804,443 PACS Group common shares in direct ownership.

Was the PACS Group insider transaction an open-market sale?

No. The Form 4 notes that the transaction was a payment of tax liability through withholding of shares upon vesting of restricted stock units, not an open-market sale.