18 unchanged sentences
(d) Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of
−Removed: The Ensign Group, Inc.
−Removed: San Juan Capistrano, California
+Added: To the Stockholders and the Board of Directors of The Ensign Group, Inc.
Opinion on Internal Control over Financial Reporting
23 unchanged sentences
Rule 10b5-1 Plan Elections
−Removed: Christopher R.
−Removed: Christensen , Co-founder, Executive Chairman and Chairman of the Board , entered into a Rule 10b5-1 trading arrangement on November 2, 2023 (the "Rule 10b5-1 Plan").
−Removed: Christensen's 10b5-1 Plan provides for the potential sale of up to 110,700 shares of the Company's common stock between February 6, 2024 and December 31, 2024.
−Removed: Wittekind , Vice President & General Counsel , entered into a Rule 10b5-1 trading arrangement on December 8, 2023 (the "Rule 10b5-1 Plan").
−Removed: Wittekind's 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 10,000 shares of the Company's common stock between March 14, 2024 and October 31, 2024.
+Added: Blouin , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on November 12, 2024 .
+Added: Blouin's 10b5-1 Plan provides for the sale of up to 450 shares of the Company's common stock between February 11, 2025 and November 11, 2025 .
+Added: Snapper , Chief Financial Officer, Executive Vice President, and Director , entered into a Rule 10b5-1 trading arrangement on November 15, 2024 .
+Added: Snapper's 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 10,618 shares of the Company's common stock between February 18, 2025 and July 28, 2025 .
These Rule 10b5-1 trading arrangements were entered into during open trading windows and are intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended, and the Company's policies regarding transactions in Company securities.
16 unchanged sentences
Our principal accountant is Deloitte & Touche LLP (PCAOB ID No.
−Removed: EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this report:
7 unchanged sentences
Date Herewith
−Removed: Fifth Amended and Restated Certificate of Incorporation of The Ensign Group, Inc., filed with the Delaware Secretary of State on November 15, 2007 10-Q 001-33757 3.1 12/21/2007
−Removed: Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of The Ensign Group, Inc., filed with the Delaware Secretary of State on February 4, 2020
−Removed: 001-33757 3.2 2/5/2020
−Removed: Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of The Ensign Group, Inc., filed with the Delaware Secretary of State on May 18, 2023 10-Q 001-33757 3.3 7/27/2023
+Added: Fifth Amended and Restated Certificate of Incorporation of the Corporation, filed with the Delaware Secretary of State on November 15, 2007, and all Certificates of Amendment thereto filed with the Delaware Secretary of State through May 23, 2024.
+Added: 10-Q 001-33757 3.1 7/25/2024
Amended and Restated Bylaws of The Ensign Group, Inc.
21 unchanged sentences
participate in the Arizona Medicaid program S-1 333-142897 10.50 10/19/2007
−Removed: Exhibit File Exhibit Filing Filed
−Removed: Exhibit Description* Form No.
−Removed: Date Herewith
Form of Contract to Provide Nursing Facility Services under the Texas Medical Assistance Program pursuant to which certain subsidiaries of The Ensign Group, Inc.
2 unchanged sentences
participate in the Washington Medicaid program S-1 333-142897 10.52 10/19/2007
+Added: Exhibit File Exhibit Filing Filed
+Added: Exhibit Description* Form No.
+Added: Date Herewith
Form of Provider Agreement for Medicaid and UMAP pursuant to which certain subsidiaries of The Ensign Group, Inc.
26 unchanged sentences
8-K 001-33757 10.5 10/1/2019
−Removed: Exhibit File Exhibit Filing Filed
−Removed: Exhibit Description* Form No.
−Removed: Date Herewith
+ The Ensign Services, Inc.
2 unchanged sentences
Deferred Compensation Plan 10-K 001-33757 10.2 2/3/2021
+Added: Exhibit File Exhibit Filing Filed
+Added: Exhibit Description* Form No.
+Added: Date Herewith
First Amendment to Third Amended and Restated Credit Agreement, dated as of February 8, 2022, by and among The Ensign Group, Inc., Standard Bearer Healthcare REIT, Inc., Truist Bank (as successor by merger to SunTrust Bank), as administrative agent, and the lenders party thereto 10-K 001-33757 10.1 2/9/2022
7 unchanged sentences
+ Form of 2022 Omnibus Incentive Plan Restricted Stock Agreement 10-K 001-33757 10.33 2/2/2023
+Added: Annual Report to Security Holders
+Added: Statement of Company Policy Regarding Insider Trading X
+Added: Addendum to Statement of Company Policy Regarding Insider Trading
Subsidiaries of The Ensign Group, Inc., as amended X
4 unchanged sentences
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
−Removed: + Policy for Recovery of Erroneously Awarded Incentive-Based Compensation X
+Added: + Policy for Recovery of Erroneously Awarded Incentive-Based Compensation 10-K 001-33757 97.0 2/1/2024
101 Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulations S-T)
8 unchanged sentences
/s/ SUZANNE D.
−Removed: Chief Financial Officer, Executive Vice President and Director (Principal Financial Officer and Accounting Officer and Duly Authorized Officer)
+Added: Chief Financial Officer, Executive Vice President and Director (Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
2 unchanged sentences
/s/ SUZANNE D.
−Removed: SNAPPER Chief Financial Officer, Executive Vice President and Director (principal financial officer and accounting officer and duly authorized officer)
+Added: SNAPPER Chief Financial Officer, Executive Vice President and Director (principal financial officer and principal accounting officer)
February 5, 2025
7 unchanged sentences
SMITH Director February 5, 2025
+Added: PARKINSON Director February 5, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.