Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In connection with the preparation of this Annual Report on Form 10-K our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
(b) Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). As a result of this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued an audit report, included herein, on the effectiveness of our internal control over financial reporting. Their report is set forth below.
(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, that occurred during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(d) Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of The Ensign Group, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of The Ensign Group, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 4, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California February 4, 2026
Item 9B. OTHER INFORMATION
Rule 10b5-1 Plan Elections
Mark V. Parkinson , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on November 6, 2025 . Mr. Parkinson's 10b5-1 Plan provides for the potential sale of up to 400 shares of the Company's common stock between February 9, 2026 and October 15, 2026 .
Dr. Ann S. Blouin , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on November 7, 2025 . Dr. Blouin's 10b5-1 Plan provides for the potential sale of up to 375 shares of the Company's common stock between February 9, 2026 and November 5, 2026 .
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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2026 Annual Meeting of Stockholders.
We have adopted a code of ethics and business conduct that applies to all employees, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), and employees of our subsidiaries, as well as each member of our Board of Directors. The code of ethics and business conduct is available on our website at www.ensigngroup.net under the Investor Relations section. The information contained in, or that can be accessed through, our website does not constitute a part of this Annual Report on Form 10-K. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics by posting such information on our website, at the address specified above.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2026 Annual Meeting of Stockholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2026 Annual Meeting of Stockholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2026 Annual Meeting of Stockholders.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2026 Annual Meeting of Stockholders. Our principal accountant is Deloitte & Touche LLP (PCAOB ID No. 34 ).
PART IV.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this report:
(a) (1) Financial Statements:
The Financial Statements described in Part II. Item 8 and beginning on page 93 are filed as part of this Annual Report on Form 10-K.
(a) (3) Exhibits: The following exhibits are filed or furnished with or incorporated by reference this Annual Report on Form 10-K.
Exhibit File Exhibit Filing Filed
No. Exhibit Description* Form No. No. Date Herewith
3.1
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. 10-Q 001-33757 3.1 7/25/2024
3.2
Amended and Restated Bylaws of The Ensign Group, Inc. 10-Q 001-33757 3.2 12/21/2007
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Exhibit File Exhibit Filing Filed
No. Exhibit Description* Form No. No. Date Herewith
3.3
Amendment to the Amended and Restated Bylaws, dated August 5, 2014 8-K 001-33757 3.2 8/8/2014
3.4
Amendment to the Amended and Restated Bylaws of The Ensign Group, Inc., dated March 15, 2024 10-Q 001-33757 3.4 4/29/2025
4.1
Description of the Common stock of The Ensign Group, Inc. 10-K 001-33757 4.1 2/5/2020
4.2
Specimen common stock certificate S-1 333-142897 4.1 10/5/2007
10.1
+ The Ensign Group, Inc. 2007 Omnibus Incentive Plan S-1 333-142897 10.3 10/5/2007
10.2
+ Amendment to The Ensign Group, Inc. 2007 Omnibus Incentive Plan 8-K 001-33757 99.2 7/28/2009
10.3
+ Form of 2007 Omnibus Incentive Plan Notice of Grant of Stock Options; and form of Non-Incentive Stock Option Award Terms and Conditions S-1 333-142797 10.4 10/5/2007
10.4
+ Form of 2007 Omnibus Incentive Plan Restricted Stock Agreement S-1 333-142897 10.5 10/5/2007
10.5
+ Form of Indemnification Agreement entered into between The Ensign Group, Inc. and its directors, officers and certain key employees S-1 333-142897 10.6 10/5/2007
10.6
Form of Independent Consulting and Centralized Services Agreement between Ensign Facility Services, Inc. and certain of its subsidiaries S-1 333-142897 10.41 5/14/2007
10.7
Form of Health Insurance Benefit Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Medicare program S-1 333-142897 10.48 10/19/2007
10.8
Form of Medi-Cal Provider Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the California Medicaid program S-1 333-142897 10.49 10/19/2007
10.9
Form of Provider Participation Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Arizona Medicaid program S-1 333-142897 10.50 10/19/2007
10.10
Form of Contract to Provide Nursing Facility Services under the Texas Medical Assistance Program pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Texas Medicaid program S-1 333-142897 10.51 10/19/2007
10.11
Form of Client Service Contract pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Washington Medicaid program S-1 333-142897 10.52 10/19/2007
10.12
Form of Provider Agreement for Medicaid and UMAP pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Utah Medicaid program S-1 333-142897 10.53 10/19/2007
10.13
Form of Medicaid Provider Agreement pursuant to which a subsidiary of The Ensign Group, Inc. participates in the Idaho Medicaid program S-1 333-142897 10.54 10/19/2007
10.14
Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and The Ensign Group, Inc. dated October 1, 2013. 10-K 001-33757 10.74 2/13/2014
10.15
Settlement agreement dated October 1, 2013, entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (OIG-HHS) of the Department of Health and Human Services (HHS) (collectively the "United States") and the Company.
8-K 001-33757 10.75 5/8/2014
10.16
Form of Master Lease by and among certain subsidiaries of The Ensign Group, Inc. and certain subsidiaries of CareTrust REIT, Inc. 8-K 001-33757 10.1 6/5/2014
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Exhibit File Exhibit Filing Filed
No. Exhibit Description* Form No. No. Date Herewith
10.17
Form of Guaranty of Master Lease by The Ensign Group, Inc. in favor of certain subsidiaries of CareTrust REIT, Inc., as landlords under the Master Leases 8-K 001-33757 10.2 6/5/2014
10.18
Amended and Restated Credit Agreement as of February 5, 2016, by and among The Ensign Group, Inc., SunTrust Bank, now known as Truist, as administrative agent, and the lenders party thereto 8-K 001-33757 10.1 2/8/2016
10.19
Second Amended Credit Agreement as of July 19, 2016, by and among The Ensign Group, Inc., SunTrust Bank, now known as Truist, as administrative agent, and the lenders party thereto 8-K 001-33757 10.1 7/25/2016
10.20
The Ensign Group, Inc. 2017 Omnibus Incentive Plan DEF 14A 001-33757 A 4/13/2017
10.21
Form of 2017 Omnibus Incentive Plan Notice of Grant of Stock Options; and form of Non-Incentive Stock Option Award Terms and Conditions 10-K 001-33757 10.87 2/8/2018
10.22
Form of 2017 Omnibus Incentive Plan Restricted Stock Agreement 10-K 001-33757 10.88 2/8/2018
10.23
Form of U.S. Department of Housing and Urban Development Healthcare Facility Note and schedule of individual subsidiary loans, by and among The Ensign Group, Inc.'s subsidiaries listed therein and U.S. Department of Housing and Urban Development 8-K 001-33757 10.1 1/3/2018
10.24
Form of U.S. Department of Housing and Urban Development Security Instrument/Mortgage/Deed of Trust 8-K 001-33757 10.2 1/3/2018
10.25
Third Amended and Restated Credit Agreement, dated as of October 1, 2019, by and among The Ensign Group, Inc., SunTrust Bank, now known as Truist, as administrative agent, and the lenders party thereto 8-K 001-33757 10.4 10/1/2019
10.26
Lease Agreement, dated as of October 1, 2019, by and between The Ensign Group, Inc. and The Pennant Group, Inc. 8-K 001-33757 10.5 10/1/2019
10.27
+ The Ensign Services, Inc. Deferred Compensation Plan 10-K 001-33757 10.1 2/3/2021
10.28
+ First Amendment to The Ensign Services, Inc. Deferred Compensation Plan 10-K 001-33757 10.2 2/3/2021
10.29
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
10.30
Second Amendment to Third Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Ensign Group, Inc. and Truist Bank, as administrative agent, and the lenders party thereto. 8-K 001-33757 10.1 4/12/2022
10.31
+ The Ensign Group, Inc. Amended and Restated Omnibus Incentive Plan
S-8
001-33757 4.5 6/26/2025
10.32
+ Form of Omnibus Incentive Plan Notice of Grant of Stock Options; and form of Non-Incentive Stock Option Award Terms and Conditions
10-K 001-33757 10.2 2/2/2023
10.33
+ Form of Omnibus Incentive Plan Restricted Stock Agreement
10-K 001-33757 10.3 2/2/2023
10.34
+ Form of Notice of Restricted Stock Award to the Amended and Restated Omnibus Incentive Plan of the Company; and Terms and Conditions of Restricted Stock Awards pursuant to the Amended and Restated Omnibus Incentive Plan of the Company
10-Q
001-33757
10.1 7/24/2025
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Exhibit File Exhibit Filing Filed
No. Exhibit Description* Form No. No. Date Herewith
10.35
+ Form of Notice of Non-Incentive Stock Option Award to the Amended and Restated Omnibus Incentive Plan of the Company ; and Terms and Conditions of Non-Incentive Stock Option Awards to the Amended and Restated Omnibus Incentive Plan of the Company
10-Q
001-33757
10.2 7/24/2025
13.1
Annual Report to Security Holders
ARS
001-33757
ARS
4/4/2025
19.1
Statement of Company Policy Regarding Insider Trading 10-K 001-33757 19.1 2/5/2025
19.2
Addendum to Statement of Company Policy Regarding Insider Trading
10-K 001-33757 19.2 2/5/2025
21.1
Subsidiaries of The Ensign Group, Inc., as amended X
23.1
Consent of Deloitte & Touche LLP X
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
97. 1
+ 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)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Indicates management contract or compensatory plan.
* Documents not filed herewith are incorporated by reference to the prior filings identified in the table above.
Item 16. FORM 10-K SUMMARY
Not applicable
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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.
February 4, 2026 BY: /s/ SUZANNE D. SNAPPER
Suzanne D. Snapper
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.
Signature Title Date
/s/ BARRY R. PORT Chief Executive Officer and Chairman of the Board (principal executive officer) February 4, 2026
Barry R. Port
/s/ SUZANNE D. SNAPPER Chief Financial Officer, Executive Vice President and Director (principal financial officer and principal accounting officer)
February 4, 2026
Suzanne D. Snapper
/s/ DAREN J. SHAW Director February 4, 2026
Daren J. Shaw
/s/ BARRY M. SMITH Director February 4, 2026
Barry M. Smith
/s/ ANN S. BLOUIN Director February 4, 2026
Ann S. Blouin
/s/ SWATI B. ABBOTT Director February 4, 2026
Swati B. Abbott
/s/ JOHN O. AGWUNOBI Director February 4, 2026
John O. Agwunobi
/s/ MARK V. PARKINSON Director February 4, 2026
Mark V. Parkinson
/s/ MARIVIC UYCHIAT PISON
Vice President of Clinical Services and Director
February 4, 2026
Marivic Uychiat Pison
134