The Pennant Group, Inc. received an amended Schedule 13G/A showing that investment entities affiliated with 8 Knots Management and Scott Green together beneficially own 8,705 shares of Pennant common stock, or about 0.03% of the company’s 34,593,720 shares outstanding, based on the issuer’s latest Form 10-Q.
The shares are held through 8 Knots Fund, 8 Knots Fund II, a sub-advised fund, and six separately managed accounts, with 8 Knots Management and Scott Green having varying degrees of investment discretion. The filing states the securities are held in the ordinary course of business and not for the purpose of influencing control.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
The Pennant Group, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
70805E109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
70805E109
1
Names of Reporting Persons
8 Knots Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,705.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,705.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,705.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.03 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: *See Item 4.
SCHEDULE 13G
CUSIP No.
70805E109
1
Names of Reporting Persons
Scott Green
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,705.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,705.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,705.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.03 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: *See Item 4.
SCHEDULE 13G
CUSIP No.
70805E109
1
Names of Reporting Persons
8 Knots Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,973.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.01 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: *See Item 4.
SCHEDULE 13G
CUSIP No.
70805E109
1
Names of Reporting Persons
8 Knots Fund II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
352.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
352.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
352.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: *See Item 4.
SCHEDULE 13G
CUSIP No.
70805E109
1
Names of Reporting Persons
8 Knots GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,325.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,325.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,325.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.01 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: *See Item 4.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
The Pennant Group, Inc.
(b)
Address of issuer's principal executive offices:
1675 East Riverside Drive, Suite 150, Eagle, ID 83616
Item 2.
(a)
Name of person filing:
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to as the "Reporting Persons":
(i) 8 Knots Fund, LP, a Delaware limited partnership ("8 Knots Fund"). 8 Knots GP (as defined below) is the general partner of 8 Knots Fund.
(ii) 8 Knots Fund II, LP, a Delaware limited partnership ("8 Knots Fund II"). 8 Knots GP (as defined below) is the general partner of 8 Knots Fund II.
(iii) 8 Knots GP, LP, a Delaware limited partnership ("8 Knots GP"). 8 Knots Management (as defined below) is the general partner of 8 Knots GP.
(iv) 8 Knots Management, LLC, a Delaware limited liability company ("8 Knots Management"). Scott Green is the managing member of 8 Knots Management.
(v) Scott Green is the sole member and managing member of 8 Knots Management.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o 8 Knots Management, 100 Crescent Court Uptown, 7th Floor, Dallas, TX 75201.
(c)
Citizenship:
(i) 8 Knots Fund is a Delaware limited partnership.
(ii) 8 Knots Fund II is a Delaware limited partnership.
(iii) 8 Knots GP is a Delaware limited partnership.
(iv) 8 Knots Management is a Delaware limited liability company.
(v) Scott Green is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
70805E109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The information in Item 4(b) and 4(c) is incorporated herein by reference. Beneficial ownership in this Schedule 13G is presented as of January 31, 2026, reflecting the most recent holdings information used for the amendment.
8 Knots Fund beneficially owns 3,973 shares of Common Stock of the Issuer. 8 Knots Fund II beneficially owns 352 shares of Common Stock of the Issuer. 8 Knots GP, as the general partner of 8 Knots Fund and 8 Knots Fund II, may be deemed to beneficially own the Common Stock owned by 8 Knots Fund and 8 Knots Fund II. Additionally, Scott Green, is an individual and sole managing member of 8 Knots Management. 8 Knots Management, an investment adviser registered with the U.S. Securities and Exchange Commission under Section 203 of the Investment Advisers Act of 1940, serves as investment manager to 8 Knots Fund and 8 Knots Fund II pursuant to investment advisory agreements with the 8 Knots Fund and 8 Knots Fund II. Accordingly, 8 Knots Management and Mr. Green may be deemed to have beneficial ownership over the shares of Common Stock directly owned by 8 Knots Fund, 8 Knots Fund II, the Sub-Advised Fund (as defined below), and the SMAs (as defined below).
8 Knots Management also serves as a sub-adviser, pursuant to a sub-advisory investment management agreement, to another private investment fund (such sub-advised fund, the "Sub-Advised Fund") which beneficially owns 715 shares of Common Stock. While 8 Knots Management maintains investment discretion with respect to the Sub-Advised Fund, including the Common Stock, the sub-advisory investment management agreement is terminable by the Sub-Advised Fund's investment manager at any time upon 30 days written notice. Accordingly, 8 Knots Management and Mr. Green disclaim beneficial ownership of the Common Stock owned by the Sub-Advised Fund.
8 Knots Management serves as an adviser to six separately managed accounts (each, an "SMA", and collectively, the "SMAs") pursuant to respective investment management agreements entered into between 8 Knots Management and each SMA. The SMAs beneficially own shares of Common Stock as follows: (i) one SMA beneficially owns 472 shares of Common Stock ("SMA-1"), (ii) another SMA beneficially owns 256 shares of Common Stock ("SMA-2"), (iii) a third SMA beneficially owns 356 shares of Common Stock ("SMA-3"), (iv) a fourth SMA beneficially owns 1,362 shares of Common Stock ("SMA-4"), (v) a fifth SMA beneficially owns 338 shares of Common Stock ("SMA-5"), and (vi) a sixth SMA beneficially owns 881 shares of Common Stock ("SMA-6"). While 8 Knots Management maintains investment discretion with respect to each of SMA-1, SMA-3, SMA-4, SMA-5, and SMA-6 including the authority to vote and dispose of the Common Stock on behalf of each SMA, the respective investment management agreements with SMA-1, SMA-3, SMA-4, SMA-5, and SMA-6 are terminable by each such SMA at any time upon 60 days written notice. Accordingly, 8 Knots Management and Mr. Green disclaim beneficial ownership of the Common Stock owned by the SMA-1, SMA-3, SMA-4, SMA-5, and SMA-6. While 8 Knots Management maintains investment discretion with respect to SMA-2, including the authority to vote and dispose of the Common Stock on behalf of SMA-2, the respective investment management agreement with SMA-2 is terminable by SMA-2 at any time upon 61 days written notice. Accordingly, 8 Knots Management and Mr. Green may be deemed to have beneficial ownership of the Common Stock owned by SMA-2.
The percentages herein are calculated based on 34,593,720 shares of the Issuer's Common Stock outstanding, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2025.
(b)
Percent of class:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) is incorporated herein by reference.
8 Knots Management LLC - 0.03%
Scott Green - 0.03%
8 Knots GP, LP - 0.01%
8 Knots Fund, LP - 0.01%
8 Knots Fund II, LP - 0.00%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) and 4(b) is incorporated herein by reference.
8 Knots Management LLC - 0.03%
Scott Green - 0.03%
8 Knots GP, LP - 0.01%
8 Knots Fund, LP - 0.01%
8 Knots Fund II, LP - 0.00%
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) and 4(b) is incorporated herein by reference.
8 Knots Management LLC - 8,705
Scott Green - 8,705
8 Knots GP, LP - 4,325
8 Knots Fund, LP - 3,973
8 Knots Fund II, LP - 352
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Mr. Green, 8 Knots GP, and 8 Knots Management may be deemed to beneficially own 3,973 shares of Common Stock reported in this statement beneficially owned by 8 Knots Fund, which represents 0.01% of the Common Stock of the Issuer. 8 Knots Fund holds the right to receive dividends from, or the proceeds from the sale of, all such 3,973 shares of Common Stock.
Mr. Green, 8 Knots GP, and 8 Knots Management may be deemed to beneficially own 352 shares of Common Stock reported in this statement beneficially owned by 8 Knots Fund II, which represents 0.00% of the Common Stock of the Issuer. 8 Knots Fund II holds the right to receive dividends from, or the proceeds from the sale of, all such 352 shares of Common Stock.
Shares of common stock representing 3,665 shares of Common Stock are held by the SMAs in the aggregate, each of which has the right to receive dividends from, or the proceeds from the sale of, the actual shares held by each such SMA (as set forth in Item 4). Such interest does not relate to more than 5 percent of the outstanding Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
8 Knots Management, LLC
Signature:
/s/ Scott Green
Name/Title:
Scott Green, Managing Member
Date:
02/12/2026
Scott Green
Signature:
/s/ Scott Green
Name/Title:
Scott Green
Date:
02/12/2026
8 Knots Fund, LP
Signature:
/s/ 8 Knots GP, LP
Name/Title:
8 Knots GP, LP, General Partner
Date:
02/12/2026
Signature:
/s/ Scott Green
Name/Title:
Scott Green, President
Date:
02/12/2026
8 Knots Fund II, LP
Signature:
/s/ 8 Knots GP, LP
Name/Title:
8 Knots GP, LP, General Partner
Date:
02/12/2026
Signature:
/s/ Scott Green
Name/Title:
Scott Green, President
Date:
02/12/2026
8 Knots GP, LP
Signature:
/s/ Scott Green
Name/Title:
Scott Green, President
Date:
02/12/2026
Exhibit Information
Exhibit A Joint Filing Agreement by and between the Reporting Persons dated February 12, 2026.
What ownership stake in PNTG does 8 Knots Management report in this Schedule 13G/A?
The filing reports that 8 Knots Management and Scott Green beneficially own 8,705 shares of The Pennant Group’s common stock, representing approximately 0.03% of the company’s 34,593,720 shares outstanding, as referenced from Pennant’s Form 10-Q filed on November 5, 2025.
Which entities associated with 8 Knots hold The Pennant Group (PNTG) shares?
Shares are held through 8 Knots Fund LP, 8 Knots Fund II LP, a sub-advised private investment fund, and six separately managed accounts. 8 Knots GP LP and 8 Knots Management LLC sit above the funds, with Scott Green as managing member of 8 Knots Management and sole member of that entity.
How many PNTG shares are held by 8 Knots Fund and 8 Knots Fund II?
8 Knots Fund LP beneficially owns 3,973 shares of The Pennant Group’s common stock, while 8 Knots Fund II LP beneficially owns 352 shares. 8 Knots GP LP may be deemed to beneficially own these shares as general partner of both funds, according to the ownership description provided.
What does the Schedule 13G/A say about control intentions over The Pennant Group (PNTG)?
The certification states the securities were acquired and are held in the ordinary course of business and were not acquired, and are not held, for the purpose or effect of changing or influencing control of The Pennant Group, nor in connection with any transaction having that control-related purpose.
How many PNTG shares are held through separately managed accounts advised by 8 Knots?
Six separately managed accounts (SMAs) advised by 8 Knots Management hold 3,665 shares of The Pennant Group in total: 472, 256, 356, 1,362, 338, and 881 shares respectively. Each SMA retains the right to receive dividends or sale proceeds on its own holdings.
Why do 8 Knots Management and Scott Green disclaim ownership of some PNTG shares?
They disclaim beneficial ownership of shares held by the sub-advised fund and five SMAs because those investment management agreements are terminable on 30 or 60 days’ notice. This structure means clients retain ultimate economic rights, so only certain holdings, such as SMA-2, are treated as beneficially owned.
