Item 5. Other Information
Item 5. OTHER INFORMATION
Rule 10b5-1 Plan Elections
Barry M. Smith , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on July 29, 2025 . Mr. Smith's 10b5-1 plan provides for the recurring monthly sale of up to 700 shares, for a total of up to 8,400 shares of the Company's common stock between January 2, 2026 and December 31, 2026 .
Dr. John O. Agwunobi , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on July 31, 2025 . Dr. Agwunobi's 10b5-1 plan provides for the potential sale of up to 1,421 shares of the Company's common stock between October 30, 2025 and July 20, 2026 .
Barry R. Port , Chief Executive Officer and Chairman of the Board , entered into a Rule 10b5-1 trading arrangement on August 12, 2025 . Mr. Port's 10b5-1 plan provides for the potential exercise of vested stock options and the associated sale of up to 28,315 shares of the Company's common stock between November 12, 2025 and August 31, 2026 .
Spencer Burton , President and Chief Operations Officer , entered into a Rule 10b5-1 trading arrangement on August 14, 2025 . Mr. Burton's 10b5-1 plan provides for the potential exercise of vested stock options and the associated sale of up to 11,798 shares of the Company's common stock between November 17, 2025 and August 31, 2026 . Pursuant to the 10b5-1 Plan, Mr. Burton may also make a gift of up to 4,229 shares of the Company's common stock starting on November 17, 2025 and ending on August 31, 2026.
Christopher R. Christensen , Co-founder, Former Executive Chairman, and Former Chairman of the Board , entered into a Rule 10b5-1 trading arrangement on August 19, 2025 , prior to his retirement from the Board. Mr. Christensen's 10b5-1 plan provides for the potential exercise of vested stock options and the sale of up to 26,800 shares of the Company's common stock between November 21, 2025 and November 28, 2025 .
Beverly B. Wittekind , Executive Vice President and General Counsel , entered into a Rule 10b5-1 trading arrangement on September 2, 2025 . Ms. Wittekind's 10b5-1 plan provides for the potential sale of up to 5,900 shares of the Company's common stock and also the potential exercise of vested stock options and the associated sale of up to 5,000 shares of the Company's common stock between December 12, 2025 and July 31, 2026 .
Suzanne D. Snapper , Chief Financial Officer, Executive Vice President, and Director , entered into a Rule 10b5-1 trading arrangement on September 12, 2025 . Ms. Snapper's 10b5-1 plan provides for the potential exercise of vested stock options and the associated sale of up to 16,516 shares of the Company's common stock between January 2, 2026 and May 21, 2027 .
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.
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Item 6. EXHIBITS
EXHIBIT INDEX
Exhibit Description
3.1
Fifth Amended and Restated Certificate of Incorporation of The Ensign Group, Inc., 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 (attached as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-33757) filed with the SEC on July 27, 2024)
3.2
Amended and Restated Bylaws of The Ensign Group, Inc. (attached as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-33757) filed with the SEC on December 21, 2007)
3.3
Amendment to the Amended and Restated Bylaws of The Ensign Group, Inc., dated August 5, 2014 (attached as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-33757) filed with the SEC on August 8, 2014)
3.4
Amendment to the Amended and Restated Bylaws of The Ensign Group, Inc., dated March 15, 2024 (attached as Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-33757) filed with the SEC on April 29, 2025
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Documents not filed herewith are incorporated by reference to the prior filings identified in the table above.
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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 thereunto duly authorized.
THE ENSIGN GROUP, INC.
November 3, 2025 BY: /s/ SUZANNE D. SNAPPER
Suzanne D. Snapper
Chief Financial Officer, Executive Vice President and Director (Principal Financial Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.