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~~September 132, 2025

PACS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42011

92-3144268

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

262 N. University Ave.

Farmington, Utah 84025

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (801) 447-9829

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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, $0.001 par value per share

PACS

The New York Stock Exchange

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 o

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. o

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2025, PACS Group, Inc. (the “Company”), PACS Holdings, LLC (the “Borrower”), Truist Bank, as administrative agent (in such capacity, the “Administrative Agent”), and the lenders (the “Lenders”) party thereto entered into that certain Forbearance Agreement and Fifth Amendment to Credit Agreement (the “Agreement”). Pursuant to the Agreement the Lenders agreed to (i) a forbearance in respect of certain events of default, which are described in the following paragraph and (ii) certain amendments to that certain Amended and Restated Credit Agreement, dated December 7, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alios¸ the Company, the Borrower, and the Administrative Agent.

As described in the Agreement, the Borrower notified the Administrative Agent and the Lenders of the occurrence of certain Events of Default under and as defined in the Credit Agreement, including the “Representation and Warranty Events of Default,” which relate to compliance certificates previously delivered in respect of the fiscal quarters ending March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025. The Representation and Warranty Events of Default under the Credit Agreement also triggered an event of default under Third Consolidated Master Lease, dated June 30, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Omega Master Lease”), which in turn triggered an additional event of default under the Credit Agreement. Similarly, the Borrower identified a representation and warranty event of default under the Omega Master Lease that has triggered an additional event of default under the Credit Agreement.

The Administrative Agent and Lenders have agreed to temporarily forbear from exercising the rights and remedies available to them under the Credit Agreement as a result of these Events of Default during the Forbearance Period (as defined in the Agreement), which Forbearance Period shall run until October 31, 2025, subject to extension by the Administrative Agent in its sole discretion through November 30, 2025, or by the Required Lenders (as defined in the Credit Agreement) thereafter, or earlier termination upon the occurrence of certain specified events as set forth in the Agreement. Additionally, the landlords under the Omega Master Lease have also agreed to forbear from exercising the rights and remedies available to them under the Omega Master Lease as a result of the various Events of Default through the Forbearance Period.

During the Forbearance Period, the Borrower must comply with certain specified conditions, including the maintenance of minimum liquidity of $100,000,000, limitations on certain investments and acquisitions, and a prohibition on the borrowing of new loans under the Credit Agreement. The Agreement also amends Section 5.1(a) of the Credit Agreement providing additional time for Borrower’s delivery of audited annual financial statements for the fiscal year ended December 31, 2024 through the end of the Forbearance Period.

The effectiveness of the Agreement is subject to conditions, including repayment of certain loans and payment of a forbearance fee. The Agreement is intended to provide the Borrower with temporary relief while addressing the Existing Events of Default and does not constitute a waiver of the Existing Events of Default or amendment of the Credit Agreement beyond the amended terms specified therein.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Company's next filed Quarterly Report on Form 10-Q.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnResignation ~~August 15, 2025, Peter (P.J.) Sanford, President~~ of ~~Providence~~Derick ~~Administrative~~Apt ~~Consulting Services, Inc., resigned~~ as anChief ~~employee~~Financial and executive officer of the Company effective as of August 15, 2025. In connection with Mr. Sanford’s resignation, the Company and Mr. Sanford negotiated a separation agreement pursuant to which Mr. Sanford has agreed to sign a general release of all claims in favor of the Company and reaffirmed his obligation to continued compliance with certain restrictive covenants. The Company has agreed to subsidize 12 months of Mr. Sanford’s COBRA premiums. The Company is also entering into a consulting agreement pursuant to which Mr. Sanford will remain available to provide Officer

~~consulting~~On ~~services~~September to2, 2025, Derick Apt resigned from his role as Chief Financial Officer of PACS Group, Inc. (the “Company”). In ~~for~~mid-July up2025, towhile 12its ~~months~~previously atdisclosed investigation was ongoing, the Audit Committee of the Company’s board of directors became aware of allegations that Mr. Apt had accepted a ~~rate~~series of ~~$16,666~~high-value ~~per~~items ~~month~~from individuals associated with a group of related entities with which the Company does business. The Audit Committee immediately began investigating those allegations. Based upon the results of that work, the Audit Committee made interim findings that Mr. ~~Sanford~~Apt’s ~~outstanding~~receipt ~~equity~~of ~~awards~~these ~~will~~items ~~continue~~of tovalue ~~vest~~violated ~~pursuant~~company topolicies, ~~their~~including ~~terms over~~ the ~~term~~Company’s Code of Conduct. Thereafter, the ~~consulting~~Board ~~agreement~~asked for, and Mr. Apt offered, his resignation.

~~The~~In ~~foregoing~~connection ~~description~~with ofMr. Apt’s resignation, the Company and Mr. Apt entered into a separation agreement ~~and~~pursuant ~~the~~to ~~consulting~~which ~~agreement~~Mr. isApt ~~qualified~~signed a general release of all claims in favor of the Company and its ~~entirety~~affiliates, byand ~~reference~~reaffirmed his obligation to ~~the~~continued ~~full~~compliance ~~text~~with ofcertain ~~these~~restrictive ~~agreements~~covenants, ~~which~~including ~~will~~non-solicitation, benon-disparagement ~~filed~~and asconfidential aninformation ~~exhibit~~covenants. In exchange for his timely execution and non-revocation of the general release, the Company has agreed to accelerate the vesting of 82,116 restricted stock units; Mr. Apt forfeited the remainder of his restricted stock units that have not yet vested. The Company' also agreed to waive Mr. Apt’s ~~next~~obligation ~~filed~~to ~~Quarterly~~comply ~~Report~~with ona ~~Form~~one-year 10post-Qtermination non-competition covenant in favor of the Company.

The Company has commenced a search for a permanent Chief Financial Officer. The Company has also engaged or retained additional individuals to further augment its existing finance and accounting resources.

Appointment of Mark Hancock as interim Chief Financial Officer

In light of Mr. Apt’s resignation, on September 3, 2025, the Company appointed Mark Hancock, who previously served as the Company’s Chief Financial Officer from January 2013 until his appointment as Executive Vice Chairman on January 1, 2024, as interim Chief Financial Officer. As interim Chief Financial Officer, Mr. Hancock will serve as the Company’s principal financial officer. Mr. Hancock will also continue in his role as a director and Executive Vice Chairman of the Company’s board of directors.

Mr. Hancock, 50, is a co-founder of the Company. He has served as the Company’s Executive Vice Chairman since January 2024 and as a member of the Company’s board of directors since January 2013. Mr. Hancock also served as the Company’s Chief Financial Officer and Secretary from January 2013 to January 2024. Prior to co-founding the Company, Mr. Hancock was Vice President of Finance and Treasurer of Farm Credit Mid-America, a financial services provider, from 2010 to 2013, and served as a nursing home administrator at a facility affiliated with Plum Healthcare Group, a skilled nursing facility operator, from 2009 to 2010. From 2007 to 2009, Mr. Hancock was the Director of Corporate Finance for Steel Technologies Inc., a publicly traded steel processor, and served as a Finance Manager for Ford Motor Company, a publicly traded multinational automobile manufacturer, from 2000 to 2007. Mr. Hancock received a B.S. in Civil Engineering and a Master of Business Administration with a focus in Finance from Brigham Young University.

There is no arrangement or understanding between Mr. Hancock and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Hancock and any of the Company’s directors or executive officers. Other than as disclosed in the registration statement on Form S-1 (Registration No. 333-281904), initially filed with the Securities and Exchange Commission on September 3, 2024, there are no transactions to which the Company is a party and in which Mr. Hancock has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

SIGNATURES

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

	PACS GROUP, INC.
Date: August 15, 2025	By:	/s/ Jason Murray
Date: September 8, 2025	By:	/s/ Jason Murray
		Jason Murray
		Chief Executive Officer

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