Pennant Group (NASDAQ: PNTG) closes $146.5M care acquisition deal

Rhea-AI Filing Summary

The Pennant Group, Inc. completed a cash acquisition of certain home health, hospice, and palliative care operations from subsidiaries of UnitedHealth Group and Amedisys on October 1, 2025. Through its subsidiaries Cornerstone Healthcare, Inc. and Tensaw River Healthcare LLC, Pennant acquired specified equity interests and assets related to these service providers for $146,531,160 in cash, subject to post‑closing adjustments. The company later issued a press release announcing the closing of this transaction.

Insights

Healthcare M&A analyst

Pennant completes a $146.5M home health and hospice acquisition.

The Pennant Group, Inc. has closed a transaction to acquire specified equity interests and assets tied to home health, hospice, and palliative care providers from subsidiaries of UnitedHealth Group and Amedisys. The cash consideration of $146,531,160, subject to post-closing adjustments, indicates a sizable strategic move into or expansion within these post-acute care segments.

The structure uses two wholly owned subsidiaries, Cornerstone Healthcare, Inc. as equity buyer and Tensaw River Healthcare LLC as asset buyer, which helps separate acquired entities and assets within Pennant’s corporate organization. The counterparties state there are no other material relationships besides this transaction, keeping the deal focused on the transfer of these operations.

Future company filings and the October 2, 2025 press release referenced as Exhibit 99.1 may provide additional details such as performance of the acquired businesses and any integration steps. Those disclosures will help clarify how this $146.5M deployment affects Pennant’s margins, growth profile, and regional footprint in home health and hospice services.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

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, or exhibit attachments filed with this report.

FAQ

What transaction did The Pennant Group (PNTG) report in this 8-K?

The Pennant Group reported that it completed a transaction to acquire certain equity interests and assets related to home health, hospice, and palliative care providers from subsidiaries of UnitedHealth Group and Amedisys.

How much did The Pennant Group pay for the UnitedHealth and Amedisys assets?

The total cash consideration for the transaction was $146,531,160, which is subject to certain post-closing adjustments under the purchase agreement as amended.

Which subsidiaries did The Pennant Group use to complete the acquisition?

Pennant used two wholly owned subsidiaries: Cornerstone Healthcare, Inc. as the equity buyer and Tensaw River Healthcare LLC as the asset buyer for the acquired businesses.

What types of services are involved in the businesses The Pennant Group acquired?

The acquired businesses relate to providing home health, hospice, and palliative care services through certain providers previously associated with UnitedHealth and Amedisys subsidiaries.

Are there other material relationships between The Pennant Group and the sellers?

The filing states that, except for this transaction, there are no material relationships between The Pennant Group, its affiliates, and the sellers.

Did The Pennant Group issue a press release about closing this transaction?

Yes. The company issued a press release on October 2, 2025 announcing the closing of the transaction, which is included as Exhibit 99.1.

What form type did The Pennant Group use to report this acquisition?

The Pennant Group reported this completed acquisition on a Form 8-K under Item 2.01, Completion of Acquisition or Disposition of Assets.

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

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 10/01/2025 - 06:39 PM Learn about SEC filing dates

0001766400FALSE00017664002025-10-022025-10-02

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 (October 1, 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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 1, 2025, The Pennant Group, Inc. (the “Company”) consummated the previously announced acquisitions contemplated by that certain Purchase Agreement (the “Purchase Agreement”), dated April 30, 2025, as amended by the First Amendment to Purchase Agreement dated October 1, 2025 (the “Amendment”), by and among the Company, its wholly-owned subsidiaries, Cornerstone Healthcare, Inc. (“Equity Buyer”) and Tensaw River Healthcare LLC (“Asset Buyer”), and UnitedHealth Group Incorporated (“UnitedHealth”), Amedisys, Inc. (“Amedisys”) and certain other sellers (collectively, the “Sellers”). Pursuant to the Purchase Agreement, as amended by the Amendment, Entity Buyer agreed to acquire from the Sellers certain equity interests in, and Asset Buyer agreed to acquire from the Sellers certain assets of, certain subsidiaries of UnitedHealth and Amedisys related to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”).

The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material relationships between the Company, its affiliates, and the Sellers.

Item 7.01. Regulation FD Disclosure.

On October 2, 2025, the Company published a press release announcing the closing of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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						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