PACS Group files NT 10-Q as multiple SEC reports remain delayed

Rhea-AI Filing Summary

PACS Group, Inc. filed a late notice for its Quarterly Report on Form 10-Q for the period ended September 30, 2025. The company says it cannot file on time without unreasonable effort or expense because of an ongoing Audit Committee investigation and a restatement of its condensed combined/consolidated financial statements for the quarters ended March 31, 2024 and June 30, 2024. PACS Group expects to file this Q3 2025 10-Q by November 19, 2025, together with its delayed Quarterly Report on Form 10-Q for September 30, 2024, its Annual Report on Form 10-K for December 31, 2024, and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025. The company also notes risks related to the restatement process, the Audit Committee investigation, and the possibility of a New York Stock Exchange delisting determination.

Positive

• None.

Negative

• PACS Group, Inc. has not filed multiple key SEC reports, including its Form 10-Q for September 30, 2024, Form 10-K for December 31, 2024, and Forms 10-Q for March 31, 2025 and June 30, 2025, leaving several periods without current financial statements.
• The company’s Q3 2025 Form 10-Q is delayed due to an Audit Committee investigation and financial statement restatements for the quarters ended March 31, 2024 and June 30, 2024, which signals unresolved accounting and reporting issues.
• The disclosure cites the risk of a potential New York Stock Exchange delisting determination while the restatement and return to current reporting are still in progress.

Insights

Equity & disclosure analyst

Multiple delayed PACS filings tied to investigation and restatement.

PACS Group, Inc. reports it cannot timely file its Form 10-Q for the quarter ended September 30, 2025 because of a previously disclosed Audit Committee investigation and the restatement of financial statements for the quarters ended March 31, 2024 and June 30, 2024. This means historical quarterly results are being reworked and remain unsettled.

The company states it expects to file the Q3 2025 10-Q by November 19, 2025, along with its missing Form 10-Q for the quarter ended September 30, 2024, Form 10-K for the year ended December 31, 2024, and Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025. Until those Periodic Reports are filed, investors lack current audited and quarterly financials across several reporting periods.

The forward-looking statements section highlights risks that the restatement and return to current reporting may not be completed on the anticipated timeline, references ongoing Audit Committee work, and cites the risk of a delisting determination by the New York Stock Exchange. The overall impact is adverse from a disclosure and listing-compliance perspective because multiple key SEC reports remain outstanding and their eventual content may reflect revised results.

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

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-42011

CUSIP Number: 69380Q107

(Check one):

☐ Form 10-K

☐ Form 20-F

☐ Form 11-K

☒  Form 10-Q

☐ Form 10-D

☐ Form N-SAR

☐ Form N-CSR

For Period Ended:

September 30, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable

PART I — REGISTRANT INFORMATION

PACS GROUP, INC.

Full Name of Registrant

N/A

Former Name if Applicable

262 N. University Avenue

Address of Principal Executive Office (Street and Number)

Farmington, UT 84025

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒			(a)			The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

PACS Group, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Q3 2025 10-Q”) within the prescribed time period without unreasonable effort or expense due to the previously disclosed Audit Committee investigation and restatement of its condensed combined/consolidated financial statements for the quarterly periods ended March 31, 2024 and June 30, 2024 (the “Impacted Periods”). The Company expects to file its Q3 2025 10-Q with the Securities and Exchange Commission by November 19, 2025, concurrent with the restatement of the Company's condensed combined/consolidated financial statements for the Impacted Periods and the filing of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, Annual Report on Form 10-K for the year ended December 31, 2024, and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025 (such reports, together with the Q3 2025 10-Q, the “Periodic Reports”).

Forward-Looking Statements

This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future

or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s expectation of filing the Periodic Reports with the SEC by November 19, 2025. Forward-looking statements are based on management’s current expectations based on information currently available to the Company. Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, and actual results or outcomes may differ materially from those expressed or implied in the forward-looking statements due to various important factors, including, but not limited to the restatement process and return to current reporting may not be completed on the anticipated timeline; risks relating to the ongoing Audit Committee investigation; the risk of a delisting determination by the New York Stock Exchange; and the other risks described in the Company’s filings with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this Notification of Late Filing on Form 12b-25 and, except as required by applicable law, the Company has no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Jason Murray

801

447-9829

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). The Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 30, 2025 and June 30, 2025, have not been filed.

☐ Yes     ☒ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes    ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

PACS GROUP, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date

November 17, 2025

By

/s/ Jason Murray

Name: Jason Murray

Title: Chief Executive Officer

FAQ

Why did PACS (PACS Group, Inc.) file a Form 12b-25 notice?

PACS filed the notice because it cannot file its Quarterly Report on Form 10-Q for the period ended September 30, 2025 on time without unreasonable effort or expense, citing an ongoing Audit Committee investigation and restatement of its financial statements for the quarters ended March 31, 2024 and June 30, 2024.

Which PACS SEC reports are delayed as disclosed in this filing?

The company states that its Form 10-Q for September 30, 2025 is delayed and also notes that its Form 10-Q for the quarter ended September 30, 2024, Form 10-K for the year ended December 31, 2024, and Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025 have not been filed.

When does PACS Group expect to file its outstanding Periodic Reports?

PACS Group states that it expects to file its Q3 2025 Form 10-Q by November 19, 2025, concurrent with the restated financial statements for earlier quarters and the filing of its outstanding Form 10-Q and Form 10-K reports for the specified 2024 and 2025 periods.

What is causing the financial reporting delays at PACS Group, Inc.?

The company attributes the delays to a previously disclosed Audit Committee investigation and the restatement of its condensed combined/consolidated financial statements for the quarterly periods ended March 31, 2024 and June 30, 2024.

Does PACS mention any listing-related risks in this late filing notice?

Yes, the forward-looking statements discussion notes the risk of a delisting determination by the New York Stock Exchange in connection with the restatement process and the company’s return to current reporting.

Are there forward-looking statements in PACS Group’s Form 12b-25?

Yes, the document contains forward-looking statements about expectations for filing the Periodic Reports by November 19, 2025 and notes that actual outcomes may differ due to factors such as the restatement timeline, the Audit Committee investigation, and listing-related risks.