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): ~~August~~November 213, 2025

The Ensign Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33757

33-0861263

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

29222 Rancho Viejo Road, Suite 127,

San Juan Capistrano,

92675

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (949) 487-9500

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))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ENSG	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5 2.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

AsOn ~~previously disclosed on Form 8-K filed on June 20~~November 3, 2025, ~~Christopher Christensen resigned from the Board of Directors (the “Board”) of~~ The Ensign Group, Inc. (the “Company”) ~~effective~~issued ~~September~~a 1,press ~~2025.~~release ~~Mr.~~reporting ~~Christensen~~the ~~informed~~financial results of the Company ~~that~~for ~~his~~its ~~retirement~~third ~~from~~quarter ~~the~~ended ~~Board~~September 30, is2025. ~~not~~A acopy ~~result~~ of ~~any disagreement with~~ the ~~Company~~press onrelease ~~any~~is ~~matter~~attached ~~relating~~ to ~~its~~this ~~operations,~~Current ~~policies~~Report oras ~~practices~~Exhibit 99.1.

InThe ~~connection~~press ~~with~~release ~~his~~includes ~~retirement~~supplemental ~~and~~“non-GAAP infinancial ~~recognition~~measures.” ofSpecifically, ~~Mr.~~the ~~Christensen’s~~press ~~service~~release refers to ~~the~~Adjusted ~~Board~~Net ~~and~~Income, toAdjusted ~~the~~Earnings ~~Company~~per ~~since~~Share, ~~its~~EBITDA, ~~founding~~Adjusted inEBITDA, ~~1999~~Adjusted EBITDAR, onAdjusted ~~August~~EBT 21and Funds from Operations (FFO) for our real estate segment. Regulation G, ~~2025~~Conditions for Use of Non-GAAP Financial Measures, ~~the~~and ~~Compensation~~other ~~Committee~~provisions of the ~~approved~~Securities ~~that~~Exchange Act of 1934, as amended, define and prescribe the ~~Company~~conditions ~~shall:~~for 1use of certain non-GAAP financial information. EBITDA consists of net income before (a) ~~accelerate~~interest income, ~~effective~~(b) ~~August~~provision ~~21,~~for ~~2025~~income taxes, ~~the~~(c) ~~vesting~~depreciation and amortization and (d) interest expense. Adjusted EBITDA consists of 3net income before (a) interest income,~~300~~ ~~unvested~~(b) ~~restricted~~provision ~~stock~~for ~~awards~~income taxes, 21(c) depreciation and amortization,~~750~~ ~~unvested~~(d) interest expense, (e) stock-based ~~options~~compensation ~~and~~expense, 1(f) acquisition related costs,~~000~~ ~~unvested~~(g) ~~restricted~~costs ~~stock~~incurred ~~awards~~related into ~~Standard~~system ~~Bearer~~implementations, ~~Healthcare~~(h) ~~REIT~~litigation arising outside of the ordinary course of business, ~~Inc~~(i) gain on business interruption recoveries and loss on long-lived assets, and (j) gain on other investments. Adjusted EBITDAR consists of net income before (~~“Standard~~a) ~~Bearer”~~interest income, (b) provision for income taxes, ~~all~~(c) depreciation and amortization, (d) interest expense, (e) rent-cost of ~~which~~services, ~~were~~(f) ~~awards~~stock-based ~~previously~~compensation ~~granted~~expense, ~~issued~~(g) acquisition related costs, (h) costs incurred related to ~~Mr.~~system ~~Christensen;~~implementations, 2(i) ~~pay~~litigation ~~Mr.~~arising ~~Christensen~~outside $2of the ordinary course of business,~~070~~ (j) gain on business interruption recoveries and loss on long-lived assets,~~000in~~ ~~cash~~and as(k) gain on other investments. Adjusted EBT consists of net income before (a) ~~bonus~~provision for ~~services~~income ~~rendered~~taxes, ~~between~~(b) ~~January~~stock-based 1compensation expense, ~~2025~~(c) acquisition related costs, (d) costs incurred related to ~~September~~system 1implementations, ~~2025;~~(e) litigation arising outside of the ordinary course of business, (f) gain on business interruption recoveries and loss on long-lived assets, 3(g) ~~provide~~gain aon ~~cash~~other ~~subsidy~~investments, inand ~~the~~(h) ~~amount~~amortization upof patient base intangible assets. Funds from Operations (FFO) for our Standard Bearer segment consists of segment income, excluding depreciation and amortization related to ~~$150~~real estate,~~000~~ asgains ~~pre-payment~~or ~~for~~losses ~~Mr.~~from ~~Christensen’s~~the ~~health~~sale of real estate, insurance ~~premiums~~recoveries ~~for~~related ato ~~five~~real estate and impairment of long-~~year~~lived ~~period~~assets. ~~starting~~The ~~September~~Company 1believes that the presentation of adjusted net income, ~~2025.~~adjusted Inearnings ~~addition~~per share, ~~Mr.~~EBITDA, ~~Christensen~~adjusted ~~will~~EBITDA, ~~provide~~adjusted ~~certain~~EBT ~~advisory~~and ~~services~~FFO provides important supplemental information to management and investors to evaluate the Company’s ~~management~~operating ~~team,~~performance. atAdjusted ~~their~~EBITDAR ~~discretion~~is a financial valuation measure that is not specified in GAAP. This measure is not displayed as a performance measure as it excludes rent expense, ~~for~~which is a ~~period~~normal and recurring operating expense. The Company believes disclosure of upadjusted net income, adjusted net income per share, EBITDA, adjusted EBITDA, adjusted EBITDAR, adjusted EBT and FFO has substance because the excluded revenues and expenses are infrequent in nature and are variable in nature, or do not represent current revenues or cash expenditures. A material limitation associated with the use of these measures as compared to ~~one~~the ~~year~~GAAP ~~following~~measures ~~his~~of ~~transition~~net ~~from~~income ~~Chairman~~and diluted earnings per share is that they may not be comparable with the calculation of net income and diluted earnings per share for other companies in the ~~Board~~Company's atindustry. aThese ~~rate~~non-GAAP financial measures should not be relied upon to ~~exceed~~the ~~$100~~exclusion of GAAP financial measures. For further information regarding why the Company believes that this non-GAAP measures provide useful information to investors,~~000~~ ~~per~~the ~~year~~specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the Company's periodic filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The Company’s periodic filings are available on the SEC's website at www.sec.gov or under the "Financials" link of the Investor Relations section on Ensign’s website at http://www.ensigngroup.net.

~~In addition, under the terms of the Standard Bearer 2022 Omnibus Incentive Plan, the Company has elected to exercise its right to repurchase all of Mr~~Item 9. Christensen’s shares in Standard Bearer, comprising of 19,726 shares of common stock in Standard Bearer (which includes 1,000 restricted stock awards accelerated mentioned above) for $286,027 and one preferred share in Standard Bearer in the amount of $1,366, for a total repurchase price of $287,39301. ~~The~~Financial ~~purchase~~Statements ~~price of Standard Bearer shares are the fair market value of Standard Bearer common stock~~ and ~~preferred stock as determined by a third-party valuation firm~~Exhibits.

(d) Exhibits.

Other than the compensation arrangements items described above, there are no arrangements or understandings between Mr. Christensen and the Company, and there are no transactions or any currently proposed transaction in which Mr. Christensen has an interest requiring disclosure under Item 404(a) of Regulation S-K.



Exhibit No.						Description

99.1						Press Release of the Company dated November 3, 2025
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.

						THE ENSIGN GROUP, INC.
Dated: August 26, 2025						/s/ Chad A. Keetch
Dated: November 3, 2025						/s/ Suzanne D. Snapper
						Chad A. Keetch
						Suzanne D. Snapper
						Chief Investment Officer
						Chief Financial Officer, Executive Vice President and Director (principal financial officer and principal accounting officer)

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