PACS Group, Inc. SEC Filings

PACS Group, Inc. director Evelyn S. Dilsaver received a grant of 4,660 restricted stock units (RSUs) of Common Stock. The award was granted at no cash price per share as equity compensation.

Each RSU converts into one share upon vesting, and 100% of the RSUs will vest on the earlier of June 10, 2027 or the next annual meeting following the grant date, subject to her continued service. Following this grant, she directly holds 31,798 shares.

PACS Group, Inc. Chief Legal Officer & Secretary John Todd Mitchell sold 80,152 shares of common stock in open-market transactions. The sales occurred on May 15 and May 18, 2026 at weighted average prices in the high-$30 range under a pre-arranged Rule 10b5-1 trading plan adopted on December 8, 2025. Following these trades, he continues to hold more than 800,000 PACS shares directly.

HENDRICKSON CAREY P reported acquisition or exercise transactions in this Form 4 filing.

PACS Group, Inc. reported that Chief Financial Officer Carey P. Hendrickson received a grant of 48,426 restricted stock units (RSUs) of Common Stock. The RSUs were awarded at no cash cost and will vest in three substantially equal annual installments on the first, second, and third anniversaries of May 14, 2026, subject to his continued service. Following this grant, he directly holds 48,426 RSUs representing an equivalent number of Common Stock shares upon vesting.

PACS Group reported a strong first quarter of 2026 with higher growth and profitability. Revenue reached $1.42 billion, up 11.2% from the prior year. Net income rose to $80.7 million, an increase of $52.3 million or 184.2% from $28.4 million, while basic earnings per share improved to $0.51 from $0.18.

Adjusted EBITDA was $170.4 million, up 74.6% from $97.6 million and included about $16.3 million of benefit from California’s Workforce & Quality Incentive Program. Cash provided by operating activities was $236.3 million, and available liquidity was $795.1 million as of March 31, 2026, including $248.0 million in cash and cash equivalents.

Operationally, skilled nursing occupancy was 90.8% compared to an industry average of 79%, and same-store skilled nursing revenue grew 8.0%. The company raised full-year 2026 Adjusted EBITDA guidance to $605–$625 million, about 22% growth over 2025 at the midpoint, and reaffirmed revenue guidance of $5.65–$5.75 billion. The board also approved a $250 million share repurchase authorization, adding another capital allocation option.

PACS Group reported sharply stronger quarterly results. For the three months ended March 31, 2026, revenue reached $1,420,494 thousand, up from $1,277,150 thousand a year earlier, while net income attributable to PACS rose to $80,695 thousand from $28,472 thousand. Diluted earnings per share were $0.50.

Operating cash flow was robust at $236,335 thousand, lifting cash and cash equivalents to $247,981 thousand and allowing a reduction of the line of credit balance to $45,000 thousand. The company operated 323 facilities with 35,516 beds across 17 states and continued to grow through targeted acquisitions.

PACS details significant lease and self‑insurance obligations, HUD‑insured long‑term debt, and ongoing DOJ and SEC investigations plus securities class and derivative actions that could lead to material costs or penalties. After quarter‑end, the board approved a $250 million share repurchase authorization.

PACS Group, Inc. is asking stockholders to vote at its fully virtual 2026 Annual Meeting on June 10, 2026. Holders of 157,165,029 common shares as of April 15, 2026 can vote online.

Stockholders will elect two Class II directors (Evelyn Dilsaver and Mark Hancock) to terms ending in 2029, ratify Ernst & Young LLP as auditor for 2026, and cast an advisory vote on 2025 executive pay. PACS uses a classified board and is a controlled company, with Jason Murray and Mark Hancock together holding about 70% of the voting power.

Executive pay blends base salary, a quarterly Management Bonus Program funded at 8% of Adjusted EBITDA, and time-vested RSUs. In 2025, strong Adjusted EBITDA produced large bonuses, including about $7.3 million each for Murray and Hancock, plus additional retention and special bonuses for several executives.

PACS Group, Inc. filed an initial ownership report for Chief Financial Officer Carey P. Hendrickson on Form 3. The filing lists Hendrickson as an officer but shows no reported transactions, share acquisitions, or dispositions, serving purely as a baseline disclosure of insider status.

PACS Group, Inc. announced a planned finance leadership transition. The Board appointed Carey P. Hendrickson as Chief Financial Officer and principal financial officer effective April 27, 2026. Co‑founder and Executive Vice Chairman Mark Hancock will retire as an executive officer on June 30, 2026 but remain Vice Chairman of the Board.

Hendrickson joins from U.S. Physical Therapy after prior CFO roles at Capital Senior Living and Belo Corp. His offer includes a $475,000 base salary, a target annual bonus of $3,800,000, and restricted stock units valued at $2,000,000 that vest over three years. He will also be eligible under PACS’s Executive Severance Plan.

The company highlights Hancock’s role in growing PACS from two facilities in 2013 to 323 facilities across 17 states, serving more than 31,700 patients daily, and generating $5.29 billion of full‑year 2025 revenue, a 29.3% year‑over‑year increase. Two press releases detailing Hancock’s retirement and Hendrickson’s appointment are furnished as exhibits.