Item 5. Other Information
Item 5. OTHER INFORMATION
Rule 10b5-1 Plan Elections
Marivic Uychiat , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on May 6, 2026 . Ms. Uychiat's 10b5-1 Plan provides for the potential exercise of vested stock options and the sale of up to 559 shares of the Company's common stock between August 5, 2026 and May 4, 2027 .
On May 13, 2026 , Daren J. Shaw , a member of our Board of Directors , terminated his previously disclosed Rule 10b5-1 trading arrangement, adopted on May 7, 2025, that provided for the potential sale of up to 4,000 shares of the Company's common stock between August 15, 2025 and May 29, 2026.
On June 10, 2026 , Barry M. Smith , a member of our Board of Directors , terminated his previously disclosed Rule 10b5-1 trading arrangement, adopted on July 29, 2025, that provided for recurring monthly sale of up to 700 shares, for an aggregate of up to 8,400 shares of the Company's common stock between January 2, 2026 and December 31, 2026.
These Rule 10b5-1 trading arrangements were entered into and were terminated during open trading windows and were 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)
10.1
+ Form of Notice of Performance-Based Restricted Stock Unit Award pursuant to the Amended and Restated 2022 Omnibus Incentive Plan of the Company; and Terms and Conditions of Performance-Based Restricted Stock Unit Awards pursuant to the Amended and Restated 2022 Omnibus Incentive Plan of the Company
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.
+ Indicates management contract or compensatory plan.
* 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.
July 27, 2026 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.