Pennant Group (PNTG) raises UnitedHealth–Amedisys acquisition price to $146.5M

Rhea-AI Filing Summary

The Pennant Group, Inc. amended its previously announced purchase agreement with UnitedHealth Group and Amedisys to expand the scope of a planned acquisition of home health, hospice, and palliative care businesses. The amendment adds additional entities and assets to be acquired by Pennant’s subsidiaries, including Cornerstone Healthcare, Tensaw River Healthcare, Threemile River Healthcare, and Bashaw River Healthcare. As a result, the total purchase price has been increased from $102,484,000 to $146,531,160, reflecting the larger portfolio of operations to be acquired.

Insights

Healthcare services M&A analyst

Pennant expands a pending UnitedHealth/Amedisys asset deal, increasing the purchase price to $146.5M.

The Pennant Group is enlarging its planned acquisition of home health, hospice, and palliative care operations from subsidiaries of UnitedHealth Group and Amedisys. The amendment adds more equity interests and assets to the original transaction, now spread across several Pennant subsidiaries, including Threemile River Healthcare LLC and Bashaw River Healthcare LLC.

The cash consideration rises from $102,484,000 to $146,531,160, indicating a significantly expanded asset base compared with the April 30, 2025 original agreement. The structure continues to use separate entity and asset buyers, which can help tailor liabilities and licenses around distinct operating units.

The overall impact will depend on how the added home health, hospice, and palliative care assets integrate into Pennant’s existing footprint once the transaction closes. Subsequent company disclosures may provide more detail on expected contributions from the enlarged acquisition and any closing conditions tied to the October 1, 2025 amendment.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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 →

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 1.01. Entry into a Material Definitive Agreement.

On October 1, 2025, The Pennant Group, Inc. (the “Company”), as a guarantor, its wholly-owned subsidiaries, Cornerstone Healthcare, Inc. (“Entity Buyer”) and Tensaw River Healthcare LLC (“Asset Buyer”), and UnitedHealth Group Incorporated (“UnitedHealth”), Amedisys, Inc. (“Amedisys”) and certain other sellers (collectively with UnitedHealth and Amedisys, the “Sellers”), entered into a First Amendment (the “Amendment”) to that certain Purchase Agreement dated April 30, 2025 (the “Original Purchase Agreement”), by and among the Company, Entity Buyer and Asset Buyer, and UnitedHealth, Amedisys and the other sellers identified therein.

Pursuant to the Original Purchase Agreement, Entity Buyer agreed to acquire certain equity interests in, and Asset Buyer agreed to acquire 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 “Original Transaction”).

Pursuant to the Amendment, Entity Buyer agreed to acquire from the Sellers equity interests in certain entities, and Asset Buyers agreed to acquire from the Sellers certain assets, in addition to those included in the Original Transaction. In addition, Asset Buyer assigned its rights to receive certain assets to Threemile River Healthcare LLC, a wholly-owned subsidiary of the Company, and Equity Buyer assigned its rights to receive certain assets to Bashaw River Healthcare LLC, a wholly-owned subsidiary of the Company. The purchase price has been increased from $102,484,000 as provided in the Original Purchase Agreement to $146,531,160 to account for the additional assets and entities being acquired.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						First Amendment to Purchase Agreement dated October 1, 2025, by and among Entity Buyer, Asset Buyer, and the Sellers.
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 transaction did The Pennant Group (PNTG) update in this 8-K?

The Pennant Group, Inc. updated its April 30, 2025 purchase agreement with UnitedHealth Group, Amedisys, and other sellers for the acquisition of certain home health, hospice, and palliative care businesses by entering into a First Amendment to the Purchase Agreement on October 1, 2025.

How did the amendment affect the purchase price for PNTG’s acquisition?

The amendment increased the total purchase price from $102,484,000 under the original agreement to $146,531,160, reflecting the inclusion of additional entities and assets in the transaction.

Which Pennant subsidiaries are involved in the amended acquisition structure for PNTG?

The transaction involves Pennant’s wholly owned subsidiaries Cornerstone Healthcare, Inc. as Entity Buyer and Tensaw River Healthcare LLC as Asset Buyer, with certain rights assigned to Threemile River Healthcare LLC and Bashaw River Healthcare LLC, both wholly owned subsidiaries of The Pennant Group, Inc.

Who are the sellers in The Pennant Group (PNTG) amended acquisition?

The sellers are UnitedHealth Group Incorporated, Amedisys, Inc., and certain other sellers collectively referred to as the Sellers, all providing equity interests and assets related to home health, hospice, or palliative care services.

What types of businesses is PNTG acquiring through this amended agreement?

The assets and equity interests being acquired relate to the business of providing home health, hospice, or palliative care services through specified providers that are subsidiaries of UnitedHealth and Amedisys.

Where can investors find the full details of PNTG’s First Amendment to the Purchase Agreement?

The full text of the First Amendment is included as Exhibit 10.1, titled “First Amendment to Purchase Agreement dated October 1, 2025,” which accompanies this current report.