PACS

Business Context and Reporting Period

This Form 8-K, dated May 29, 2025, reports on PACS Group, Inc. (PACS), a Delaware corporation. The filing addresses a material amendment to the Company's credit agreement and updates regarding delinquent periodic filings and NYSE listing compliance status.

Key Financial Metrics and Covenants

The filing does not provide specific revenue, profit, or cash flow figures for the current period. However, it establishes a new financial covenant requirement:

• Liquidity Requirement: The Company and its subsidiaries must maintain unrestricted cash and certain permitted investments of at least $100.0 million.
• Duration: This requirement remains in effect until the Company delivers audited financial statements for the fiscal year ended December 31, 2024.

Material Changes and Delinquent Filings

The Company has entered into an amendment to its Amended and Restated Credit Agreement (dated December 7, 2023) with Truist Bank and other lenders. Key modifications include:

• Reporting Deadline Extension: The deadline to deliver audited financial statements for the fiscal year ended December 31, 2024, is extended from 90 days to 195 days after the fiscal year end.
• Further Extension: This deadline may be extended further by written agreement with the Administrative Agent, provided extensions beyond 225 days require the agreement of certain Lenders.
• Delinquent Filings: The Company remains unable to timely file its Form 10-Q for the quarter ended September 30, 2024, Form 10-K for the year ended December 31, 2024, and Form 10-Q for the quarter ended March 31, 2025.

Outlook, Risks, and Management Commentary

NYSE Compliance Status:

• The Company received a notice of noncompliance from the NYSE regarding timely filing criteria.
• The NYSE Listings Operations Committee granted an additional trading period through September 2, 2025.
• The maximum 12-month cure period to complete all delinquent filings expires on November 19, 2025.
• There is no assurance that the Company will ultimately regain compliance with all applicable NYSE listing standards.

The delays in filing are attributed to an ongoing independent investigation by the Company's Audit Committee.

Management notes that actual results may differ materially from expectations due to risks associated with the investigation, potential litigation, and other uncertainties.

Investor Verification Checklist

• Verify the Company's ability to maintain the $100.0 million unrestricted cash covenant until audited statements are filed.
• Monitor the progress of the Audit Committee's independent investigation as the primary driver for filing delays.
• Track the November 19, 2025 deadline for the maximum cure period to avoid potential NYSE delisting.
• Review the upcoming Form 10-Q for the full text of the Credit Agreement Amendment.