Pennant Group (NASDAQ: PNTG) replaces transaction closing press release

Rhea-AI Filing Summary

The Pennant Group, Inc. filed an amended current report to update a previously furnished press release. This 8-K/A modifies Item 7.01 of the original October 2, 2025 filing by replacing Exhibit 99.1 with an amended press release.

The updated Exhibit 99.1 is described as an amended press release dated October 2, 2025 announcing the closing of a transaction. No other items from the original report are changed, and the company clarifies that the information in Item 7.01 and Exhibit 99.1 is furnished, not filed, for securities law purposes.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2025

The Pennant Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38900

83-3349931

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1675 E Riverside Drive, Suite 150,

Eagle, ID 83616

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (208) 506-6100

Not Applicable

(Former name or former address, if changed since last report.)

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:

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						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, par value $0.001 per share			PNTG			Nasdaq Global Select Market

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 ☐

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. ☐

Explanatory Note

The Pennant Group, Inc. (the “Company,” “we,” or “our”) is filing this Form 8-K/A as an amendment to Item 7.01 of the Current Report on Form 8-K filed on October 2, 2025 (the “Original Form 8-K”) solely to amend the press release furnished as Exhibit 99.1 (the “Exhibit”). No other changes have been made to the Original Form 8-K.

Item 7.01. Regulation FD Disclosure.

The Exhibit 99.1 attached hereto is a replacement of the Exhibit furnished on the Original Form 8-K. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Amended Press Release of the Company dated October 2, 2025 announcing the closing of the Transaction.
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 2, 2025

THE PENNANT GROUP, INC.

By:

/s/ BRENT J. GUERISOLI

Brent J. Guerisoli

Chief Executive Officer

FAQ

What did The Pennant Group (PNTG) change in this 8-K/A filing?

The Pennant Group filed an amended current report to replace a previously furnished press release. Only Item 7.01 is affected, with Exhibit 99.1 updated to an amended press release about closing a transaction, while all other parts of the original report remain unchanged.

What is Exhibit 99.1 in The Pennant Group (PNTG) 8-K/A?

Exhibit 99.1 is an amended press release of The Pennant Group dated October 2, 2025. The press release announces the closing of a transaction, and this amended version replaces the original Exhibit 99.1 that was furnished with the earlier October 2, 2025 current report.

Does this 8-K/A by The Pennant Group (PNTG) change any financial statements?

The amendment does not change financial statements or add new financial data. It is limited to replacing the previously furnished Exhibit 99.1 press release under Item 7.01, with all other information from the original October 2, 2025 report remaining the same.

How does The Pennant Group (PNTG) treat the information in Item 7.01 of this 8-K/A?

The Pennant Group states that the information in Item 7.01 and Exhibit 99.1 is furnished rather than filed. This means it is not subject to Section 18 liability and is not incorporated into other Securities Act or Exchange Act filings unless specifically referenced there.

What event does The Pennant Group’s amended press release in Exhibit 99.1 address?

The amended press release in Exhibit 99.1 addresses the closing of a transaction. While the filing does not describe the transaction’s details, it clarifies that the exhibit is an updated version of the company’s October 2, 2025 press release announcing that closing.

Who signed The Pennant Group (PNTG) 8-K/A amendment?

The amended current report was signed on behalf of The Pennant Group by Brent J. Guerisoli. He is identified in the document as the company’s Chief Executive Officer and signed the report dated October 2, 2025 to authorize the amendment.