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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-11-19 · 125 added, 831 removed, 223 unchanged (81% of the section changed)

CONTROLS AND PROCEDURES

Inherent Limitations on Effectiveness of Controls

(a) Inherent Limitations on Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that there are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures.

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In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act, as of December 31, 2024.

(b) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act, as of December 31, 2025.

Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2025, due to the material weaknesses described below.

Considering the material weaknesses described below, management performed additional analysis and other procedures to ensure that our combined/consolidated financial statements were prepared in accordance with U.S.

Accordingly, management believes that the combined/consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of our combined/consolidated financial statements for the year ended December 31, 2024, together with facts learned during the course of the Audit Committee’s independent investigation, our management identified control deficiencies that, individually or in the aggregate, constitute a material weakness in our internal control over financial reporting.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on November 19, 2025, in connection with the preparation of our combined/consolidated financial statements for the year ended December 31, 2024, together with facts learned during the course of the Audit Committee’s independent investigation, our management identified control deficiencies that, individually or in the aggregate, constitute a material weakness in our internal control over financial reporting.

The material weaknesses identified by management were:

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These material weaknesses led to errors in our previously-issued interim condensed combined/consolidated financial statements for the three months ended March 31, 2024 and the three and six months ended June 30, 2024 (the “Prior Financial Statements”).

As a result, we restated the Prior Financial Statements and included the restated financial statements in Part II, Item 8, of this Annual Report at Note 22 to our combined/consolidated financial statements for the year ended December 31, 2024.

Remediation Plan

As a result, we restated the Prior Financial Statements and included the restated financial statements in Part II, Item 8, of the Annual Report on Form 10-K for the year ended December 31, 2024.

Although we have taken steps to remediate the material weaknesses by enhancing our internal controls and hiring additional personnel, the remediation actions have not yet been fully implemented and we have not yet been able to conclude that these controls were operating effectively for a sufficient period of time.

Accordingly, the material weaknesses identified in the prior year have not yet been remediated.

In addition, in connection with the preparation of our combined/consolidated financial statements for the year ended December 31, 2025, our management identified control deficiencies that, individually or in the aggregate, constitute

material weaknesses in our internal control over financial reporting.

The material weaknesses identified by management were:

• We did not design and maintain effective controls within the revenue process to address the completeness and accuracy of underlying data used to determine routine revenue.

• We also did not design controls to timely assess operational trends that could materially impact variable consideration estimates related to revenue recognition.

Notwithstanding these material weaknesses, management has concluded that the combined/consolidated financial statements for the year ended December 31, 2025 present fairly, in all material respects, our financial position, results of operations, and cash flows in accordance with U.S.

(d) Remediation Plan

Our management is committed to maintaining a strong internal control environment.

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Specifically, we have made, and are continuing to advance, the following enhancements to our internal control over financial reporting:

• We have retained an Interim Chief Compliance Officer (“CCO”) who has extensive healthcare regulatory experience and experience advising public companies, and who reports directly to our CEO accompanied by regular reporting and access to the Audit Committee.

We we are in the process of hiring an experienced candidate, with both public company and post-acute healthcare experience, to serve as the permanent CCO.

• We also are in the process of recruiting additional compliance, legal and internal audit personnel to enhance our risk assessment capabilities.

• We have formed a Compliance Committee of senior management, chaired by the Interim CCO, with a detailed charter and oversight from the Audit Committee and Board of Directors.

• We have retained a Chief Compliance Officer (“CCO”) who has extensive healthcare regulatory experience and experience advising public companies, and who reports directly to our CEO accompanied by regular reporting and access to the Audit Committee.

• We have recruited, and continue to recruit, additional compliance, legal and internal audit personnel to enhance our risk assessment capabilities.

• We have formed a Compliance Committee of senior management, chaired by the CCO, with a detailed charter and oversight from the Audit Committee and Board of Directors.

• We have developed and launched an enhanced compliance training program throughout the organization, and have upgraded our compliance hotline and process for investigating complaints, including elevating matters that may have a financial impact to the Chief Financial Officer, Chief Accounting Officer, and Board of Directors.

• We are in the process of enhancing the controls related to revenue recognition, in which the Company’s compliance team will oversee a thorough review and approval process for new billing codes prior to billing.

Once approved for use by the compliance team, these services will be reviewed in accordance with ASC 606, by the accounting function, prior to revenue recognition.

• We enhanced our Disclosure Committee process by adding sub-certifications and key personnel to specifically address the evaluation and communication of compliance and other business activities as they inform financial reporting.

In addition, we are including a broader group of internal stakeholders to certain other meetings to ensure timely information is being shared which impacts financial reporting.

The material weaknesses will not be remediated until the necessary internal controls have been designed, implemented, tested and determined to be operating effectively.

In addition, we are including a broader group of internal stakeholders in certain meetings to ensure information that could impact financial reporting is being shared timely.

• We are in the process of enhancing the controls related to revenue recognition for new services, in which the Company’s compliance team will oversee a thorough review and approval process for new billing codes prior to billing.

Once approved for use by the compliance team, these services will be reviewed in accordance with ASC 606, by the accounting function, prior to revenue recognition.

• We are in the process of expanding existing controls and designing other appropriate controls to address the design and operation of controls within our revenue process, including over variable consideration.

The material weaknesses will not be remediated until the necessary internal controls have been designed, implemented, tested and determined to be operating effectively for a sufficient period of time.

In addition, we may need to take additional measures to address the material weaknesses or modify the planned remediation steps, and we cannot be certain that the measures we have taken, and expect to take, to improve our internal controls will be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weaknesses will not result in a material misstatement of our combined/consolidated financial statements.

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Until we remediate the material weaknesses, our ability to record, process and report financial information accurately, could be adversely affected.

Management’s Annual Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation efforts described above, there have been no changes in our internal control over financial reporting during the period ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(e) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act.

Our management, including our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, and as a result of the material weaknesses described above, management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective.

The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by Ernst & Young LLP, an independent registered public accounting firm.

Their report is set forth below.

(f) Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of PACS Group, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited PACS Group, Inc’s and subsidiaries internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, PACS Group, Inc.

and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management did not design and maintain sufficient processes to identify, assess, and communicate relevant risks to appropriate levels of the organization, including potential compliance issues received through the hotline process and did not design and maintain adequate controls within the revenue process to appropriately recognize revenue for new services in accordance with ASC 606.

Additionally, Management did not design and maintain effective controls within the revenue process to address the completeness and accuracy of underlying data used to determine routine revenue.

They also did not design controls to timely assess operational trends that could materially impact variable consideration estimates related to revenue recognition.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the combined/consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related combined/consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the combined/consolidated financial statements).

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 combined/consolidated financial statements, and this report does not affect our report dated February 26, 2026, which expressed an unqualified opinion thereon.

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 Annual 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/ Ernst & Young LLP

Salt Lake City, Utah

February 26, 2026

(g) Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation efforts described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

On December 8, 2025 , John Mitchell , our Chief Legal Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 80,152 shares of the Company’s common stock until October 16, 2026 .

Other than as set forth above, during the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The following table presents information concerning our executive officers as of the date hereof.

Name Age Position(s)

Jason Murray 46 Director, Chairman and Chief Executive Officer

Mark Hancock 50 Director, Executive Vice Chairman and Interim Chief Financial Officer

Joshua Jergensen 41 President and Chief Operating Officer

John Mitchell 50 Chief Legal Officer and Secretary

Michelle Lewis 49 Chief Accounting Officer

Director, Chairman and Chief Executive Officer

Director, Executive Vice Chairman and Interim Chief Financial Officer

Joshua Jergensen

President and Chief Operating Officer

John Mitchell

Chief Legal Officer and Secretary

Michelle Lewis

Chief Accounting Officer

Kelly Priegnitz

62 Chief Compliance Officer

Trent Bingham

54 Chief Human Resources Officer

The following are brief biographies describing the backgrounds of our executive officers.

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Lewis served in various roles of increasing responsibility, including as our Controller, since joining our company in July 2018.

Prior to that, Ms.

Lewis owned and operated Michelle Lewis Accounting Services, PLLC, a certified public accounting firm, and also

provided controller functions at a privately held healthcare organization, from January 2008 to May 2015.

Prior to that,

Lewis owned and operated Michelle Lewis Accounting Services, PLLC, a certified public accounting firm, and also provided controller functions at a privately held healthcare organization, from January 2008 to May 2015.

Lewis received a B.S.

in Business Administration from the California State University, East Bay.

Kelly Priegnitz has served as our Chief Compliance Officer since December 2025.

Prior to that, she served as Executive Vice President and Chief Legal and Compliance Officer of Pinnacle Treatment Centers from October 2020 until November 2025.

Prior to her service at Pinnacle Treatment Centers, Ms.

Priegnitz held a variety of senior healthcare compliance leadership roles throughout her career, including Senior Vice President and Chief Compliance Officer at Trilogy Health Services from October 2019 until September 2020, Executive Vice President and Chief Compliance Officer at Healogics from September 2017 until September 2019, and Senior Vice President and Chief Compliance Officer at Kindred Healthcare from February 2011 until September 2017.

Priegnitz received her law degree from the University of Oklahoma and her bachelor’s degree from Troy University.

Trent Bingham has served as Chief Human Resources Officer since November 2025.

Bingham has extensive experience in senior Human Resources leadership roles, most recently as Vice President of HR Business Partnerships at Swire Coca-Cola from September 2022 until June 2025.

He previously served as Chief Human Resources Officer at Renalytix from October 2020 until June 2021 and held leadership positions at Edwards Lifesciences from July 2013 until October 2020, eBay from March 2012 until June 2013, and Eli Lilly & Co.

from May 2003 until March 2012.

Bingham is a CPA who began his professional career in public accounting with KPMG.

He received his MBA from Brigham Young University, and his bachelor’s degree from Utah State University.

Information about our Directors

The following table presents information concerning our board of directors as of the date hereof.

The biographies of Jason Murray and Mark Hancock are set forth under the section above “—Information about our Executve Officers.”

Age Position(s)

Evelyn Dilsaver 69 Director

Taylor Leavitt 48 Director

The biographies of Jason Murray and Mark Hancock are set forth under the section above “-Information about our Executive Officers.”

Evelyn Dilsaver

Taylor Leavitt

Jacqueline Millard

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Millard is qualified to serve on our board of directors because of her extensive financial and leadership experience.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Governance Documents

We believe that good corporate governance is important to ensure that we are managed for the long‑term benefit of our stockholders.

Our nominating and corporate governance committee periodically reviews and reassesses our Corporate Governance Guidelines, other governance documents and overall governance structure.

Complete copies of our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are available on our Investor Relations website, https://ir.pacs.com/ , under the “Governance” section, or by writing to our Secretary at our

offices at 262 N.

University Avenue, Farmington, Utah 84025.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10‑K.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, our principal accounting officer and persons who beneficially own more than 10% of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock.

To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2024 filed with the SEC and on written representations by our directors and executive officers, all required Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2024 other than one Form 4 reporting one transaction for Jacqueline Millard.

Board Composition

Our Board of Directors currently consists of five members:

Evelyn Dilsaver, Mark Hancock, Taylor Leavitt, Jacqueline Millard, and Jason Murray.

As set forth in our Amended and Restated Charter, the Board is currently divided into three classes with staggered, three‑year terms.

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

Our Amended and Restated Charter and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board ( provided that such number shall not be less than the aggregate number of directors that the parties to the Stockholders Agreement are entitled to designate from time to time).

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors.

The division of our Board into three classes with staggered three‑year terms may delay or prevent a change of our management or a change in control of our Company.

Audit Committee

Our Audit Committee consists of Evelyn Dilsaver, Taylor Leavitt, and Jacqueline Millard, with Ms.

Millard serving as chair.

Our board of directors has affirmatively determined that Ms.

Leavitt and Ms.

Dilsaver each meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A‑3 and the New York Stock Exchange rules.

Each member of our Audit Committee meets the financial literacy requirements of the New York Stock Exchange listing standards.

In addition, our board of directors has determined that Ms.

Millard will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S‑K.

Our Audit Committee is responsible for, among other things:

• appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

• discussing with our independent registered public accounting firm their independence from management;

• reviewing with our independent registered public accounting firm the scope and results of their audit;

• approving all audit and permissible non‑audit services to be performed by our independent registered public accounting firm;

• overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

• reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

• reviewing our policies on risk assessment and risk strategy and management, including risk policies and risk mitigation strategies by management;

• reviewing related party transactions;

• establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters.

Compensation Committee

Our Compensation Committee consists of Evelyn Dilsaver, Taylor Leavitt, and Jacqueline Millard, with Mr.

Leavitt serving as chair.

Our board has determined that Mr.

Millard and Ms.

Dilsaver are “non‑employee directors” as defined in Section 16b‑3 of the Exchange Act.

The composition of our compensation committee meets the New York Stock Exchange requirements for independence under the current listing standards and SEC rules and regulations.

Our Compensation Committee is responsible for, among other things:

• reviewing and approving, or recommending that our board of directors approve, the compensation of our Chief Executive Officer, Executive Vice Chairman and other executive officers;

• appointing and overseeing any compensation consultants;

• reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity‑based plans;

• reviewing and making recommendations to our board of directors with respect to director compensation;

• reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure if and to the extent then required by SEC rules;

• preparing the compensation committee report if and to the extent then required by SEC rules.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Evelyn Dilsaver, Taylor Leavitt, and Jacqueline Millard, with Ms.

Dilsaver serving as chair.

The composition of our nominating and corporate governance committee meets the New York Stock Exchange requirements for independence under the current listing standards and SEC rules and regulations.

Our Nominating and Corporate Governance Committee is responsible for, among other things:

• identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

• reviewing and making recommendations to our board with respect to management succession planning;

• evaluating the overall effectiveness of our board of directors and its committees;

• reviewing developments in corporate governance compliance and developing and recommending to our board of directors a set of corporate governance guidelines and principles.

Code of Conduct and Business Ethics

Code of Business Conduct and Ethics

We have a written Code of Conduct and Business Ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

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In addition, we intend to post on our website all disclosures that are required by law or the rules of the NYSE concerning any amendments to, or waivers from, any provision of the Code of Conduct and Business Ethics.

Board Leadership Structure and Role in Risk Oversight

Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company.

Currently, the roles are combined, with Jason Murray serving as Chairman of the Board and Chief Executive Officer.

In addition, Mark Hancock serves as Vice Chairman and Chief Financial Officer.

The primary responsibilities of our Chairman of the Board include helping to develop board meeting schedules and agendas;

working with other directors to provide the senior leadership feedback on the quality, quantity and timeliness of the information provided to the Board;

presiding over Board meetings;

representing the Board in communications with stockholders;

providing input on the structure and design of the Board;

and performing other duties as the Board may determine from time to time.

Our Board has determined that combining the roles of Chairman of the Board and Chief Executive Officer is best for our Company and its stockholders at this time because it promotes unified leadership by Mr.

Murray given his deep knowledge of our business and strategy and ability to draw on that experience in order to provide the Board leadership to focus its discussions, review and oversight of the Company’s strategy, business and operating and financial performance and allows for a single, clear focus for management to execute such strategy, business and operating and financial performance goals.

Our Board is comprised of individuals with extensive experience in finance, the payments industry and public company management.

For these reasons and because of the strong leadership of Mr.

Murray, our Board has concluded that our current leadership structure is appropriate at this time.

However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide robust oversight of management.

The Board believes that, given the dynamic and competitive environment in which we operate, the optimal board leadership structure may vary as circumstances warrant.

The Board periodically reviews its leadership structure to determine whether it continues to best serve the Company and its stockholders.

From time to time, the Company proactively engages with stockholders throughout the year to learn their perspectives on significant issues, and intends to continue to do so, including with respect to gathering stockholder perspectives on the Board’s leadership structure.

Our Corporate Governance Guidelines provide that whenever the Chairman of the Board is also a member of management or is a director that does not otherwise qualify as an independent director, the independent directors may in their discretion elect a lead independent director whose responsibilities include, but are not limited to, presiding over all meetings of the Board at which the Chairman of the Board is not present, including any executive sessions of the independent directors;

approving Board meeting schedules and agendas;

and acting as the liaison between the independent directors and the Chairman of the Board, as appropriate.

Leavitt is our lead independent director.

Risk assessment and oversight are an integral part of our governance and management processes.

Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day‑to‑day business operations.

Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us.

Throughout the year, senior management reviews these risks with the Board of Directors at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board of Directors is responsible for overseeing our risk management process.

Our Board of Directors focuses on our general risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management.

Our Audit Committee is responsible for discussing the Company’s policies with respect to risk assessment and risk management and overseeing the management of the Company’s financial risks and information technology risks, including cybersecurity and data privacy risks.

The Committee is also responsible for discussing with management the steps management has taken to monitor and control these risks.

Our Nominating and Corporate Governance oversees risks associated with environmental and social matters.

Our Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements.

Each of our Committees typically reports to the full Board at each quarterly Board meeting and also as appropriate on its risk oversight activities and on any matter that rises to the level of a material or enterprise level of risk.

The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Insider Trading Policy and Procedures

We have adopted an insider trading policy and procedures that govern the purchase, sale and/or other disposition of the Company’s securities by our directors, officers, employees and other covered persons that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the New York Stock Exchange.

In addition, with regard to any trading by the Company in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

The remainder of the information required by this Item will be included in the definitive proxy statement to be filed with the SEC with respect to the Company's 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and is incorporated herein by reference.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section provides an overview and analysis of the compensation awarded to or earned by our “named executive officers,” including the elements of our compensation program for our named executive officers, material compensation decisions made under that program for fiscal 2024 and the material factors considered in making those decisions.

Although the SEC rules only require compensation disclosure for our “named executive officers” (which would include each person listed below except for Mark Hancock), we believe that it is important for our shareholders to understand the compensation arrangements for each of our co-founders, including Mr.

Unless otherwise noted, as used in this Annual Report on Form 10-K, the term “named executive officer” will refer to the following individuals:

• Jason Murray, Director, Co‑Founder, Chief Executive Officer and Chairman;

• Mark Hancock, Director, Co‑Founder, Executive Vice Chairman;

• Derick Apt, Chief Financial Officer;

• Josh Jergensen, President and Chief Operating Officer;

• John Mitchell, Chief Legal Officer and Secretary;

• Peter (P.J.) Sanford, President of Providence Administrative Consulting Services, Inc.

The positions list above reflect the executives’ positions in 2024.

Effective January 1, 2024, Mark Hancock resigned as our Chief Financial Officer and Secretary and was appointed as our Executive Vice Chairman.

In connection with Mr.

Hancock’s resignation as Chief Financial Officer, Derick Apt, previously our EVP, Chief Investment Officer and Treasurer, was appointed as our Chief Financial Officer.

Sanford separated from the Company and stepped down as our President of Providence Administrative Consulting Services, Inc.

Apt separated from the Company and stepped down as our Chief Financial Officer, in August 2025 and September 2025, respectively.

Mark Hancock was appointed to serve as our Interim Chief Financial Officer in September 2025.

2024 Compensation Key Developments

Key compensation decisions for 2024 included the following:

• Base Salaries .

In connection with the completion of our IPO in April 2024, the 2024 base salaries for our named executive officers were adjusted to better align the executive’s base salary with similar positions in our peer group.

• Management Bonus Program .

In 2024, after our IPO, we adopted a management bonus program (the “2024 Management Bonus Program”) which established a bonus pool based on a percentage of the Company’s Adjusted EBITDA for the 2024 fiscal year, with each named executive officer’s target payout based on a percentage of the bonus pool.

Bonuses were further adjusted based on the achievement of guidance and quality metrics.

For additional information about these bonuses, see “—Elements of Compensation—2024 Bonuses” below.

• Equity-Based Long-Term Incentives .

Prior to our IPO, we did not grant equity awards.

In 2024, we transitioned to granting equity awards to our executive officers, including our named executive officers, which we believe aligns with market practice, aligns the interest of executives with those of stockholders and drives retention of our

executive officers through long-term vesting.

As part of this transition, in April 2024, we granted restricted stock unit (RSU) awards to each of our named executive officers, which vest over a five-year period, subject to continued service through the applicable vesting date.

For additional information about these awards, see “—Elements of Compensation—Equity Compensation” below.

• Severance Plan .

We also did not maintain any severance arrangements prior to our IPO.

In 2024, we adopted a market standard severance plan that provides our executive officers with severance payments and benefits in connection with a qualifying involuntary termination of employment.

These severance arrangements are designed to retain certain of our executives in these key positions as we compete for talented executives in the marketplace where such protections are commonly offered.

For additional information about the severance plan, see the section titled “Potential Payments Upon Termination or Change in Control” below.

Compensation Governance and Best Practices

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices.

Our key compensation practices include the following:

What We Do What We Do Not Do

Emphasize performance-based, at risk compensation.

X Do not provide significant perquisites.

Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.

X Do not provide tax gross-ups in connection with severance and/or change in control payments.

Weight the overall pay mix towards incentive compensation for senior executives.

X Do not have defined benefit pension plans or supplemental executive retirement plans.

Maintain a clawback policy for recovery of erroneously awarded incentive compensation from executive officers.

X Do not allow hedging or pledging of stock.

X Do not pay dividends on unvested shares.

Executive Compensation Philosophy and Objectives

We believe that for us to be successful we must hire and retain people who can continue to develop our strategy and innovate our services.

To achieve these objectives, our executive compensation program has been designed to motivate, reward, attract and retain high caliber management and to align compensation with our short‑ and long‑term business objectives, business strategy and financial performance.

Our compensation programs for our named executive officers are built to support the following objectives:

• attract the top talent in our leadership positions and motivate our executives to deliver the highest level of individual and team impact and results;

• reward high levels of performance with commensurate levels of compensation.

Determination of Compensation

Prior to the completion of our IPO in April 2024, our board of directors was responsible for overseeing all aspects of our executive compensation programs, including executive salaries, performance-based incentives and any executive perquisites for our named executive officers.

Our board of directors had the authority to engage its own advisors to assist in carrying out its responsibilities.

For fiscal 2024, in preparation for our IPO, management engaged Pearl Meyer, an outside compensation advisor, for purposes of setting executive or director compensation.

With respect to the portion of the 2024

fiscal year prior to the completion of our IPO in April 2024, Messrs.

Murray and Hancock were the sole members of our board of directors at the time our 2024 compensation program was established.

No other executive officer participated directly in the final deliberations or determinations regarding his own compensation package.

Role of Compensation Committee

Following the completion of our IPO, our compensation committee administers the executive compensation program for our executive officers.

The compensation committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time.

The compensation committee may also delegate to an officer the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans.

In setting executive compensation, the compensation committee will consider a number of factors, including the recommendations of our Chief Executive Officer and Executive Vice Chairman (other than with respect to the Chief Executive Officer or Executive Vice Chairman’s own compensation) and our human resources team, current and past total compensation, competitive market data and analysis provided by the compensation committee’s independent compensation consultant, equity dilution and burn rate, retention needs, Company performance and each executive’s impact on performance, relative scope of responsibility, individual performance, potential and demonstrated leadership, and internal equity pay considerations.

The recommendations of our Chief Executive Officer and Executive Vice Chairman are based on each executive’s evaluation of each other executive officer’s individual performance and contributions, of which our Chief Executive Officer and Executive Vice Chairman have direct knowledge.

Role of Compensation Consultant

In September 2023, in connection with our IPO, our Chief Executive Officer and Executive Vice Chairman, who were the only members of our board of directors at such time, engaged Pearl Meyer on behalf of Company management to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, and provide guidance in administering our executive compensation program and selecting our compensation peer group composition.

Pearl Meyer did not provide any other services to the Company in 2024 for which the amount exceeds $120,000.

Our board of directors reviewed benchmarking information provided by Pearl Meyer that was representative of a group of similarly situated peer companies.

Recognizing that we have few direct competitors, we aimed to select peers that meet some or all of the following criteria:

• Similar in size, primarily revenue and Adjusted EBITDA

• Similar headcount and number of facilities

• Operating in healthcare facilities and healthcare services industries

With these criteria in mind, we decided to refer to the following 11 companies to review our executive compensation program designs and pay levels for 2024:

Acadia Healthcare Company, Inc.

Brookdale Senior Living LHC Group

Addus HomeCare Corporation

Chemed National HealthCare

Amedisys Encompass Health Oak Street Health

ATI Physical Therapy Ensign Group

In making compensation decisions for the named executive officers, the board of directors reviewed the analysis of data derived from members of our peer group and also utilized survey data provided by Pearl Meyer.

For 2024, the board of directors used these analyses to help ensure that our executive compensation program is competitive, by considering market data and using comparable positions at companies with which we compete for talent as a reference point for individual compensation decisions.

While our board of directors did not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believed such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers.

Elements of Our Executive Compensation Program

The primary elements of our named executive officers’ compensation and the main objectives of each are:

• Base Salary :

Base salary attracts and retains talented executives, recognizes individual roles and responsibilities and provides stable income.

• Performance‑Based Bonuses :

Performance‑based bonuses promote short‑term performance objectives and reward executives for their contributions toward achieving those objectives.

• Equity-Based Long-Term Incentive Compensation :

Equity compensation, provided in the form of RSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial performance and helps retain executive talent.

• Other Benefits and Perquisites :

In addition, our named executive officers are eligible to participate in our health and welfare programs and our retirement programs.

We also provide certain perquisites which aid in attracting and retaining executive talent.

Each of these elements of compensation are described further below.

Base Salaries

The base salary of each named executive officer is an important part of the officer’s total compensation package, and is intended to reflect the officer’s respective position, duties and responsibilities.

Base salaries provide our named executive officers with a reasonable degree of financial certainty and stability.

Prior to the closing of our IPO in April 2024, the base salaries of our named executive officers were $5,000,000 for each of Messrs.

Murray and Hancock, $400,000 for Mr.

Apt and $200,000 for each of Messrs.

Jergensen, Mitchell, and Sanford.

Effective as of April 11, 2024, the base salaries of Messrs.

Murray, Hancock and Jergensen were changed to $500,000 and the base salaries for Messrs.

Mitchell and Sanford were increased to $400,000.

The actual base salaries paid to all of our named executive officers with respect to fiscal 2024 are set forth in the “2024 Summary Compensation Table” below.

In addition to base salaries, our named executive officers are eligible to receive performance‑based cash bonuses, which are designed to provide appropriate incentives by aligning compensation with financial and operational achievements, and incentivizing our named executive officers and other bonus-eligible employees to drive operating performance that is aligned with stockholder value creation.

Prior to our IPO in April 2024, Messrs.

Apt, Jergensen, Mitchell and Sanford were each eligible to receive a performance‑based bonus equal to a percentage of the monthly net operating income of our operating subsidiaries in the following amounts:

2.0%, 3.0%, 1.25%, and 2.0% respectively.

For the first fiscal quarter of 2024, which ended prior to the consummation of our IPO in April 2024, Messrs.

Apt, Jergensen, Mitchell, and Sanford’s aggregate performance‑based bonuses earned based on the aggregate net operating income of our operating subsidiaries of $85,308,716 was $1,706,174, $2,559,262, $1,066,359 and $1,706,174, respectively.

Murray and Hancock were not eligible to receive performance-based bonuses prior to our IPO.

After the completion of our IPO, our compensation committee adopted the 2024 Management Bonus Program, which superseded the prior bonus programs established by our board of directors.

Each of our named executive officers was eligible to participate in the 2024 Management Bonus Program for the second, third and fourth quarters of fiscal 2024.

The 2024 Management Bonus Program established an aggregate bonus pool equal to 8% of Company’s Adjusted EBITDA for each quarter of the 2024 fiscal year commencing April 1, 2024.

Each of our named executive officers were allocated the following percentages of the bonus pool:

Named Executive Officer 2024 Management Bonus Program

Bonus Pool Percentage

Jason Murray 15%

Mark Hancock 15%

Derick Apt 13.5%

Josh Jergensen 15%

John Mitchell 8%

PJ Sanford 13.5%

Bonuses are paid quarterly and may be increased by an aggregate of 10% of the executive officer’s target bonus opportunity based on the achievement of certain financial guidance metrics related to annual revenue and Adjusted EBITDA, and may be further increased by an aggregate of 10% of the executive officer’s target bonus opportunity based on the achievement of certain quality metrics.

In 2024, the Company’s Adjusted EBITDA for the second, third and fourth quarters of fiscal 2024 was $62,326,000, $49,082,000 and $93,979,000, respectively.

In addition, pursuant to the 2024 Management Bonus Program, a positive adjustment of an aggregate of 10% was earned for the second, third and fourth quarters of fiscal 2024 based on the achievement of certain quality metrics.

The financial guidance metrics were not achieved for the second, third and fourth quarters of fiscal 2024 and accordingly no further adjustment was made with respect to those quarters.

As a result, Messrs.

Murray, Hancock, Apt, Jergensen, Mitchell, and Sanford earned aggregate bonus amounts as shown in the table below.

Named Executive Officer Bonus Amount Earned under 2024 Management Bonus Program Based on Adjusted EBITDA (Following Restatement) (1)

Bonus Amount Earned under 2024 Management Bonus Program Based on +10% Financial Guidance Adjustment (Following Restatement) (1)

Bonus Amount Earned under 2024 Management Bonus Program Based on +10% Quality Metric Adjustment (Following Restatement) (1)

Total Bonus Amount Earned under 2024 Management Bonus Program (Following Restatement) (1)

Jason Murray $2,464,644 $— $246,464 $2,711,108

Mark Hancock $2,464,644 $— $246,464 $2,711,108

Derick Apt $2,218,180 $— $221,818 $2,439,998

Josh Jergensen $2,464,644 $— $246,464 $2,711,108

John Mitchell $1,314,477 $— $131,447 $1,445,924

PJ Sanford $2,218,180 $— $221,818 $2,439,998

(1) Amounts in these columns reflect bonuses actually earned under our 2024 Management Bonus Program, after taking into account the Restatement.

As mentioned elsewhere in this Annual Report on Form 10-K, the Company has recouped from each executive officer other than Messrs.

Murray and Hancock the full amount of the erroneously awarded compensation paid to each of them under the 2024 Management Bonus Program.

As of the date of this Annual Report on Form 10-K, the amount of erroneously award compensation that remains outstanding and unpaid by Messrs.

Murray and Hancock is $613,510 each.

The amounts reported in this column for Messrs.

Murray and Hancock do not include this erroneously awarded compensation and therefore differ from the reported values in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table, which includes the unrecouped erroneously awarded compensation in (accordance with SEC rules).

The achieved Adjusted EBITDA set forth above with respect to the second quarter of fiscal 2024 reflects an adjustment based on the impact of the “Restatement”, and the bonus amounts earned by our named executive officers in the table above reflect the amount actually earned by each named executive officer under the 2024 Management Bonus Program after taking into account the Restatement.

Adjusted EBITDA is a non-GAAP financial measure.

For more information regarding the Company’s use of non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures, see “Non-GAAP Financial Measures” in the “Management’s Discussion and Analysis” Section of this Annual Report on Form 10-K.

Equity Compensation

Prior to our IPO in 2024, we did not issue equity awards to our employees and executives, including our named executive officers.

However, we view equity‑based compensation as a critical component of our balanced total compensation program going forward as a public company.

Equity‑based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interest of our employees, including our named executive officers, with those of our stockholders.

In April 2024, in connection with our IPO, our board of directors approved the grant of RSU awards pursuant to our 2024 Incentive Award Plan, or the 2024 Plan, to certain of our employees, including Messrs.

Apt, Jergensen, Mitchell, and Sanford.

The number of RSUs granted to each of Messrs.

Apt, Jergensen, Mitchell, and Sanford was intended to equal approximately 0.875%, 2.00%, 0.750%, and 1.00%, respectively, of the number of shares of our common stock outstanding as of the closing of our IPO (disregarding the shares issuable under the 2024 Plan).

The following table sets forth the number of RSUs granted to each named executive officer.

Due to their significant equity ownership in our Company, Messrs.

Murray and Hancock did not receive an RSU award.

Named Executive Officer Number of RSUs

Derick Apt 1,313,830

Josh Jergensen 3,003,039

John Mitchell 1,126,140

PJ Sanford 1,501,520

25% of the RSUs subject to each award vested on the grant date (April 11, 2024), and the remaining 75% of the RSUs subject to each award vests and will continue to vest in substantially equal annual installments on each of the first, second, third, fourth, and fifth anniversaries of April 15, 2024, which was the closing date of our IPO, subject to the executive’s continued service with us through the applicable vesting date.

If the executive experiences a termination of service by us without cause, by the executive for good reason, or due to death or disability, a portion of the RSUs subject to these awards will vest in the amount that would have vested during the 12‑month period following the date of termination (had the executive remained in continued service with us during such period and assuming that the shares vest in equal monthly installments, rather than annual installments, over the vesting period).

If such termination occurs on or within 24 months after a change in control, then all of the executive’s remaining unvested RSUs subject to these awards will vest.

This accelerated vesting treatment will be subject to the executive’s execution and, as applicable, non‑revocation of a general release of claims in our favor, and continued compliance with any applicable restrictive covenants.

Deferred Compensation Plan

We currently maintain the Providence Administrative Consulting Services, Inc.

Nonqualified Deferred Compensation Plan (Deferred Compensation Plan) for certain of our employees, including our named executive officers.

Participating employees may defer up to 100% of their bonus compensation per plan year.

The Deferred Compensation Plan provides our employees an opportunity to elect to defer a portion of their bonus compensation and to provide a deferred compensation vehicle to which we may credit discretionary contributions and matching contributions pursuant to the terms of the plan.

Discretionary and matching contributions, if any, are 100% vested after participants complete three years and five years of service as our full‑time employee, respectively.

We have not historically made any matching or discretionary contributions under the Deferred Compensation Plan.

Participants have an opportunity to earn returns (positive or negative) based on investment options as determined by us.

Typically, participants elect a level of risk tolerance for their deferred compensation at the beginning of each fiscal year and the plan administrator invests and manages the asset mix accordingly.

In the event of a “separation from service” (as defined in the Deferred Compensation Plan and determined pursuant to Section 409A of the Code), a participant will be paid his or her account balance in two annual installments.

In 2024, Messrs.

Apt, Jergensen, Mitchell, and Sanford were the only named executive officers to participate in our Deferred Compensation Plan and each elected to defer up to $240,000, $180,000, $180,000, and $60,000, respectively, of their aggregate 2024 bonus compensation.

The “Executive Contributions in Last FY” column of the Non‑Qualified

Deferred Compensation for 2024 table below shows the actual amounts deferred pursuant to the Deferred Compensation Plan for Messrs.

Apt, Jergensen, Mitchell, and Sanford with respect to 2024 compensation.

Executive Severance Plan

In connection with our IPO in 2024, we adopted an Executive Severance Plan pursuant to which our named executive officers are eligible to receive severance payments upon a qualifying involuntary termination of employment, including in connection with a change in control of our company.

For a detailed description of the severance provisions contained in our Executive Severance Plan, see the section titled “Potential Payments Upon Termination or Change in Control” below.

Employee Benefits and Perquisites

All of our full‑time employees are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short‑term and long‑term disability insurance, and life and accidental death and disability insurance.

Our named executive officers are eligible to participate in health and welfare plans on the same basis as other similarly‑situated executive officers.

Certain of our named executive officers participate in a 401(k) retirement savings plan.

The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre‑tax basis through contributions to the 401(k) plan.

In 2024, we matched a portion of the contributions to the 401(k) plan on behalf of eligible employees.

The discretionary employer match for 2024 was 25% of the participant’s contribution to the plan up to a max of 4% of their eligible compensation.

We believe that providing a vehicle for tax‑deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

In addition, as noted above, we maintain a non‑qualified deferred compensation plan for the benefit of certain officers and employees who qualify for participation in the plan, including our named executive officers.

See the section titled “‑Compensation Discussion and Analysis‑Elements of Our Executive Compensation Program-Deferred Compensation Plan” for a description of the Deferred Compensation Plan.

Clawback Policy

We believe in maintaining best practices for our executive compensation program, and as part of that our board of directors adopted a Policy for Recovery of Erroneously Awarded Compensation (Clawback Policy) that is compliant with the listing rules of the national securities exchange or association on which our securities are listed, as required by the Dodd-Frank Act.

Please see the section below titled “Recovery of Erroneously Awarded Compensation” for information regarding the application of our Clawback Policy to the annual bonuses paid under our 2024 Management Bonus Program (with respect to the second quarter of 2024) to our named executive officers.

Accounting for Share‑Based Compensation

We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (ASC Topic 718), for our share-based compensation awards.

ASC Topic 718 requires companies to measure the compensation expense for all share‑based awards made to employees and directors, including RSUs, based on the grant‑date fair value of these awards.

This calculation is performed for accounting purposes and reported in the compensation tables below, even though our named executive officers may never realize any value from their awards.

Equity Award Timing Policies and Practices

We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

In the event material nonpublic information becomes known to the compensation committee before granting an equity award, the compensation committee will consider such information and use its business judgment to determine whether to delay the

grant of equity to avoid any appearance of impropriety.

In 2024, we did not grant awards of stock options, stock appreciation rights, or similar option-like instruments to our named executive officers or our employees.

COMPENSATION COMMITTEE REPORT

The compensation committee of the board of directors of PACS Group, Inc.

has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Taylor Leavitt, Chairperson

Evelyn Dilsaver, Committee Member

Jacqueline Millard, Committee Member

The foregoing Compensation Committee Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

EXECUTIVE COMPENSATION TABLES

2024 Summary Compensation Table

The following table contains information about the compensation earned by each of our named executive officers for fiscal years ended December 31, 2024 and December 31, 2023.

Name and Principal Position Year

Salary ($) Stock Awards ($) (1)

Non‑Equity Incentive Plan Compensation ($) (2)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)

All Other Compensation ($) (4)

Co‑Founder, Chief Executive Officer and Chairman

Co‑Founder, Executive Vice Chairman, and interim Chief Financial Officer

4,146,172 52,646

Former Chief Financial Officer

Josh Jergensen

5,270,370 97,600

President and Chief Operating Officer

John Mitchell

2,512,283 57,568

Chief Legal Officer and Secretary

4,146,172 33,831

Former President of Providence Administrative Consulting Services, Inc.

and former Chief Administrative Officer

(1) Amounts reflect the full grant date fair value of RSUs granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer.

We provide information regarding the assumptions used to calculate the value of all stock awards made to our named executive officers in 2024 in Note 21 to the consolidated financial statements included in this Annual Report on Form 10-K.

(2) Amounts reflect cumulative payouts pursuant to our performance-based bonus programs maintained in 2024, including amounts that were deferred pursuant to our Deferred Compensation Plan, as described below.

See the section titled “Elements of Our Executive Compensation Program—2024 Bonuses” above for additional information about our 2024 performance-based bonus programs.

Apt, Jergensen, Mitchell, and Sanford, amounts represent aggregate bonus amounts earned in 2024 under our executive bonus program in effect prior to our initial public offing based on the monthly net income of our operating subsidiaries ($1,706,174 for Mr.

Apt, $2,559,262 for Mr.

Jergensen, $1,066,359 for Mr.

Mitchell, and $1,706,174 for Mr.

Amounts also represent aggregate bonus amounts paid pursuant to the 2024 Management Bonus Program, which went into effect in connection with our IPO.

As discussed in more detail below under the section titled “Recovery of Erroneously Awarded Compensation,” in connection with the Restatement, certain compensation paid to our executive officers, including each of our named executive officers, under the 2024 Management Bonus Program is subject to recoupment in accordance with our Clawback Policy.

As of the date of this Annual Report on Form 10-K, the Company has recouped from each of Messrs.

Apt, Jergensen, Mitchell, and Sanford an amount equal to the erroneously awarded compensation paid to each of them under the 2024 Management Bonus Program, which was:

$552,159 for Mr.

Apt, $613,510 for Mr.

Jergensen, $327,205 for Mr.

Mitchell and $552,159 for Mr.

Amounts in this column for 2024 for Messrs.

Apt, Jergensen, Mitchell, and Sanford have been reduced by the amount of erroneously awarded compensation recovered by the Company pursuant to the Clawback Policy.

Murray and Hancock, the Company will recoup from each an amount equal to the erroneously awarded compensation paid to them under the 2024 Management Bonus Program ($613,510 each).

Murray and Hancock, amounts in this column for 2024 include the erroneously awarded compensation that was paid but has not yet been recovered by the Company as of the date of this Annual Report on Form 10-K.

For additional information regarding the application of the Clawback Policy, please see the section below titled “Recovery of Erroneously Awarded Compensation.”

(3) Represents the above‑market earnings on deferred compensation that is not tax‑qualified, which is calculated as the excess of the earnings credited on deferred amounts under our Deferred Compensation Plan that were deemed invested in the investment vehicles under such plan over the amount that would have been earned had the deferred amounts been credited with a return equal to 120% of the applicable federal rate in effect for 2024.

For more information, see “Nonqualified Deferred Compensation for 2024” table below.

(4) Amounts reported in this column represent our contributions towards our named executive officers’ medical insurance premiums ($15,604 for Messrs.

Murray and Hancock, $29,780 for Mr.

Apt and $32,789 for Messrs.

Jergensen, Mitchell, and Sanford), life insurance premiums ($25,786 for Messrs.

Murray and Hancock), life and disability insurance premiums ($14,544 for Mr.

Apt, $2,219 for Mr.

Jergensen, $20,573 for Mr.

Mitchell, and $3,238 for Mr.

Sanford) and for Mr.

Apt $3,450 for our 401(k) match.

Grants of Plan-Based Awards in 2024

The following table provides information relating to grants of plan‑based awards made to our named executive officers during fiscal 2024.

Name Board Approval Date Grant Date Estimated Future Payouts Under Non‑Equity Incentive Plan Awards (1)

All Other Stock Awards:

Number of Shares of Stock or Units (#) Grant Date Fair Value of Stock and Option Awards ($) (2)

Threshold ($) Target ($) Maximum ($)

Jason Murray — — — 1,787,760 2,145,312 — —

Mark Hancock — — — 1,787,760 2,145,312 — —

Derick Apt — — — 2,360,944 2,682,741 — —

03/31/2024 04/11/2024 — — — 1,313,830 (3)

Josh Jergensen — — — 2,915,700 3,273,252 — —

03/31/2024 04/11/2024 — — — 3,003,039 (3)

John Mitchell — — — 1,423,447 1,614,141 — —

03/31/2024 04/11/2024 — — — 1,126,140 (3)

PJ Sanford — — — 2,360,944 2,682,741 — —

03/31/2024 04/11/2024 — — — 1,501,520 (3)

(1) Amounts shown in these columns represent each named executive officer’s annual cash bonus opportunity under our 2024 performance‑based bonus programs.

There are no threshold, target or maximum payouts under these bonus programs given the final payments in respect of such awards are based on a percentage of the monthly net income of our operating subsidiaries (with respect to our performance-based bonus program in place prior our IPO) and a percentage of a bonus pool that is based on Adjusted EBITDA (with respect to the 2024 Management Bonus Program).

Because the target amounts of the annual cash bonus opportunity are not determinable, the amounts reported are representative “target” amounts based on the monthly net income of our operating subsidiaries and Adjusted EBITDA for 2023 in accordance with SEC rules, and the maximum amounts reported reflect the potential bonus opportunities taking into account the positive adjustments based on the achievement of certain financial guidance and quality metrics.

For additional detail on these awards, please see the description of such awards under “Elements of Our Executive Officer Compensation program—2024 Bonuses” above.

The amounts paid to our named executive officers under our bonus programs are reflected in the Summary Compensation Table above.

(2) Amounts reflect the grant-date fair value in accordance with ASC Topic 718.

We provide information regarding the assumptions used to calculate these values in Note 21 to the consolidated financial statements included in this Annual Report on Form 10-K.

(3) Represents awards of RSUs that vested and will continued to vest as follows:

(i) 25% of the RSUs subject to the award vested on the grant date, and (ii) 75% of the RSUs subject to the award vest in substantially equal annual installments on each of the first, second, third, fourth, and fifth anniversaries of April 15, 2024, which was the closing date of our IPO, subject to the executive’s continued service with us through the applicable vesting date.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Arrangements with Our Executive Officers

Apt Offer Letter

On December 19, 2023, we entered into an employment offer letter with Mr.

Apt in connection with his appointment as our Chief Financial Officer, effective January 1, 2024 (Apt Offer Letter).

The Apt Offer Letter provided for an annual base salary of $400,000 and an annual cash bonus opportunity equal to 2% of our monthly net operating income.

Our bonus programs in place during the first quarter of 2024 were terminated in connection with our IPO and replaced with the 2024 Management Bonus Program.

We do not have any other existing employment arrangements with our executive officers.

Outstanding Equity Awards at Year‑End

The following table provides information relating to the outstanding equity awards held by our named executive officers as of December 31, 2024.

Stock awards were granted pursuant to our 2024 Plan.

Name Number of Shares or Units of Stock that Have Not Vested (#) (1)

Market Value of Shares or Units of Stock that Have Not Vested ($) (2)

Jason Murray — —

Mark Hancock — —

Derick Apt 985,372 12,918,227

Josh Jergensen 2,252,279 29,527,378

John Mitchell 844,605 11,072,772

PJ Sanford 1,126,140 14,763,695

(1) Represents awards of RSUs granted on April 11, 2024 that vest as follows:

In addition to any accelerated vesting pursuant to the terms of our 2024 Plan, the RSUs are subject to accelerated vesting as described above under the section titled “Equity Compensation”.

(2) The market value of the RSUs that have not vested is calculated by multiplying the number of unvested RSUs outstanding under the award by $13.11, which is the closing price per share of our common stock on December 31, 2024 (the last trading day of the year).

Option Exercises and Stock Vested in 2024

The following table shows the number of shares of common stock subject to RSUs that vested during 2024.

None of our named executive officers held options in 2024.

Name Number of Shares Acquired on Vesting (#) (1)

Value Realized on Vesting ($) (2)

Jason Murray — —

Mark Hancock — —

Derick Apt 328,458 7,554,534

Josh Jergensen 750,760 17,267,480

John Mitchell 281,535 6,475,305

PJ Sanford 375,380 8,633,740

(1) Represents the gross number of shares acquired upon vesting of RSUs, without taking into account any shares withheld or sold to satisfy applicable tax obligations.

(2) Amounts shown are calculated by multiplying the fair market value of our common stock on the applicable vesting date by the number of RSUs that vested on such date.

Non‑Qualified Deferred Compensation for 2024

The following table sets forth information regarding our Deferred Compensation Plan that provides for the deferral of bonus compensation for certain of our employees, including our named executive officers, on a basis that is not tax‑qualified, as described further under “Compensation Discussion and Analysis‑ Elements of Our Executive Compensation Program-Deferred Compensation Plan” above.

Name Executive Contributions in Last FY ($) (1)

Registrant Contributions in Last FY ($) Aggregate Earnings in Last FY ($) (2)

Aggregate Withdrawals / Distributions ($) Aggregate Balance at Last FYE ($)

Jason Murray — — — — —

Mark Hancock — — — — —

Derick Apt 240,000 — 74,945 — 586,434

Josh Jergensen 180,000 — 135,813 — 915,098

John Mitchell 180,000 — 80,968 — 587,384

PJ Sanford 60,000 — 53,470 — 440,754

(1) Represents amounts the named executive officer elected to defer in 2024, which are deferred from bonus compensation earned in 2024 and therefore reported in the appropriate column in the Summary Compensation Table.

(2) Represents net amounts credited to the named executive officers’ accounts as a result of performance of the investment vehicle in which their accounts were deemed invested.

These amounts include above‑market earnings, which are reported in the appropriate column in the Summary Compensation Table.

Potential Payments Upon Termination or Change in Control

Prior to our IPO, we maintained a long‑term incentive compensation program (LTIP) that was intended to provide cash payments to certain of our executives, including Messrs.

Apt, Jergensen, and Sanford, in connection with a “qualifying sale” of our Company.

A “qualifying sale” included a sale, whether through merger, consolidation, combination, the sale of all or substantially all of the Company’s assets, or otherwise, of the Company to a third party such that the then‑current shareholders of the Company, as measured immediately prior to the closing of the transaction, sold at least 50% of the Company.

Any cash payments that could have become payable pursuant to the LTIP would have been based on the participant’s individual participation percentage multiplied by the total net cash proceeds that we received in the qualifying sale.

We terminated the LTIP in April 2024 connection with our IPO.

Executive Severance Plan

In connection with our IPO, in April 2024, we adopted the Executive Severance Plan, which provides for the payment of certain cash severance and other benefits to participants, including each of our named executive officers, in the event of a qualifying termination of employment with us.

Under the Executive Severance Plan, in the event of a termination of the executive’s employment by us without cause or by the executive for good reason, in either case, outside of the 24‑month period commencing on a change in control, the executive will be eligible to receive the following payments and benefits:

• cash payments equal to 100% of the executive’s then‑current annual base salary, paid in substantially equal installments over the 12‑month period following the termination date;

• company‑paid COBRA premium payments for the executive and the executive’s eligible dependents for up to 12 months.

In the event of a termination of the executive’s employment by us without cause or by the executive for good reason, in either case, within the 24‑month period commencing on a change in control, the executive will be eligible to receive the following payments and benefits:

• cash payments equal to 200% of the executive’s then‑current annual base salary, paid in substantially equal installments over the 24‑month period following the termination date;

• company‑paid COBRA premium payments for the executive and the executive’s eligible dependents for up to 24 months.

An executive’s right to receive the severance payments and benefits described above is subject to the execution and, as applicable, non‑revocation of a general release of claims in our favor, and continued compliance with any applicable restrictive covenants.

In addition, in the event that any payment under the Executive Severance Plan, together with any other amounts paid to the executive by us, would subject such executive to an excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent that such reduction would produce a better net after‑tax result for the executive.

Equity Awards

Under our 2024 Plan, all equity awards granted to our named executive officers under the plan will only accelerate and vest in full upon a change in control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards (as opposed to accelerating in full upon a “single-trigger” change in control).

Additionally, as referenced above, the 2024 RSUs awarded to the named executive officers provide that if the executive experiences a termination of service by us without cause, by the executive for good reason, or due to death or disability, a portion of the RSUs subject to these awards will vest in the amount that would have vested during the 12‑month period following the date of termination (had the executive remained in continued service with us during such period and assuming that the shares vest in equal monthly installments, rather than annual installments, over the vesting period).

If such termination occurs on or within 24 months after a change in control, then all of the executive’s remaining unvested RSUs subject to these awards will vest.

Derick Apt Separation Agreement

Effective September 2, 2025, Mr.

Apt separated from the Company and stepped down as our Chief Financial Officer.

In connection with Mr.

Apt’s separation, the Company and Mr.

Apt entered into a separation agreement pursuant to which Mr.

Apt signed a general release of all claims in favor of the Company and its affiliates, and reaffirmed his obligation to continued compliance with certain restrictive covenants, including non-solicitation, non-disparagement and confidential information covenants.

In exchange for his timely execution and non-revocation of the general release, the Company agreed to accelerate the vesting of 82,116 restricted stock units;

Apt forfeited the remainder of his restricted stock units that had not yet vested.

The Company also agreed to waive Mr.

Apt’s obligation to comply with a one-year post-termination non-competition covenant in favor of the Company.

Sanford Separation Agreement and Consulting Agreement

Effective August 15, 2025, Mr.

Sanford separated as an employee and executive officer of the Company and stepped down as our President of Providence Administrative Consulting Services, Inc.

In connection with Mr.

Sanford’s separation, the Company and Mr.

Sanford negotiated a separation agreement pursuant to which Mr.

Sanford agreed to sign a general release of all claims in favor of the Company and reaffirmed his obligation to continued compliance with certain restrictive covenants.

In exchange for the release, the Company agreed to subsidize 12 months of Mr.

Sanford’s COBRA premiums and entered into a consulting agreement pursuant to which Mr.

Sanford will remain available to provide consulting services to the Company for up to 12 months at a rate of $16,666 per month.

Sanford’s outstanding equity awards will continue to vest pursuant to their terms over the term of the consulting agreement.

Summary of Potential Payments Upon Termination or Change in Control

The table below quantifies certain compensation and benefits that would have become payable to each of our named executive officers if his employment had terminated on December 31, 2024, as a result of each of the termination scenarios described below, including in the event of a change in control (CIC) of the Company on December 31, 2024.

Except as described in the footnotes below, the value of the accelerated vesting of the RSU awards was computed using $13.11, which was the price of our common stock on December 31, 2024 (the last trading day of the year).

As described above, Messrs.

Apt and Sanford separated from the Company in 2025 and received the aforementioned Compensation payments and benefits.

The amounts shown in the table below represent compensation and benefits that Messrs.

Apt and Sanford would have become payable upon a termination on December 31, 2024, as a result of each of the termination scenarios described below, and does not represent the compensation and benefits actually received by the named executive officer upon his separation from the Company.

Named Executive Officer Triggering Event Cash Severance ($) (1)

Accelerated Equity Awards ($) (2)

Health Benefits ($) (3)

Jason Murray Termination without Cause or Resignation for Good Reason Apart from a CIC 500,000 — 15,604 515,604

Termination without Cause or Resignation for Good Reason in Connection with a CIC 1,000,000 — 31,209 1,031,209

Termination due to Death or Disability — — — —

Mark Hancock Termination without Cause or Resignation for Good Reason Apart from a CIC 500,000 — 15,604 515,604

Termination without Cause or Resignation for Good Reason in Connection with a CIC 1,000,000 — 31,209 1,031,209

Termination due to Death or Disability — — — —

Derick Apt Termination without Cause or Resignation for Good Reason Apart from a CIC 400,000 2,583,640 29,780 3,013,420

Termination without Cause or Resignation for Good Reason in Connection with a CIC 800,000 12,918,227 59,561 13,777,788

Termination due to Death or Disability — 2,583,640 — 2,583,640

Josh Jergensen Termination without Cause or Resignation for Good Reason Apart from a CIC 500,000 5,905,465 32,789 6,438,254

Termination without Cause or Resignation for Good Reason in Connection with a CIC 1,000,000 29,527,378 65,578 30,592,956

Termination due to Death or Disability — 5,905,465 — 5,905,465

John Mitchell Termination without Cause or Resignation for Good Reason Apart from a CIC 400,000 2,214,554 32,789 2,647,343

Termination without Cause or Resignation for Good Reason in Connection with a CIC 800,000 11,072,772 65,578 11,938,350

Termination due to Death or Disability — 2,214,554 — 2,214,554

PJ Sanford Termination without Cause or Resignation for Good Reason Apart from a CIC 400,000 2,952,739 32,789 3,385,528

Termination without Cause or Resignation for Good Reason in Connection with a CIC 800,000 14,763,695 65,578 15,629,273

Termination due to Death or Disability — 2,952,739 — 2,952,739

(1) Represents cash severance payable upon a termination without cause or a resignation for good reason (Involuntary Termination) pursuant to the Executive Severance Plan.

In the event the Involuntary Termination occurs outside of the 24-month period commencing on a change in control (Change in Control Period), the executive will be entitled to receive 100% of his then-current annual base salary.

In the event that the Involuntary Termination occurs within the Change in Control Period, the executive will be entitled to receive 200% of his then-current annual base salary.

See the section titled “Employment Arrangements with Our Executive Officers—Executive Severance Plan” above for additional information about the Executive Severance Plan.

(2) Represents the applicable number of shares of our common stock underlying the unvested RSUs, multiplied by the fair market value described above, the vesting of which accelerates in connection with the triggering event pursuant to the award agreements under which the RSUs were granted.

If the executive experiences an Involuntary Termination or is terminated due to death or disability outside of the Change in Control Period, a portion of the executive’s outstanding RSUs will vest in the amount that would have vested during the 12-month period following the date of termination (had the executive remained in continuous service with us during such period and assuming that the shares vest in equal monthly installments, rather than annual installments, over the vesting period).

If such termination occurs within the Change in Control Period, all of executive’s remaining unvested RSUs will vest.

See the section titled “Elements of Our Executive Compensation Program—Equity Compensation” above for additional information about these RSU awards.

(3) Represents the value of company-paid healthcare premiums for the executive and his eligible dependents pursuant to the Executive Severance Plan for (i) 12 months, if the Involuntary Termination occurs outside of the Change in Control Period, and (ii) 24 months, if the Involuntary Termination occurs within the Change in Control Period.

See the section titled “Employment Arrangements with Our Executive Officers—Executive Severance Plan” above for additional information about the Executive Severance Plan.

Recovery of Erroneously Awarded Compensation

Restatement of Financial Statements .

As disclosed in more detail elsewhere in this Annual Report on Form 10-K, with the assistance of external legal counsel, the Audit Committee conducted an independent internal investigation of third-party allegations contained in a short seller report published in November 2024.

In connection with facts learned during the Audit Committee’s independent investigation, and after considering the recommendations of management, on June 12, 2025 the Audit Committee determined that (i) our condensed combined/consolidated financial statements as of March 31, 2024, and for the three months then ended, included in our Quarterly Report on Form 10-Q filed with the SEC on May 13, 2024 (as amended on May 21, 2024) and (ii) our condensed combined/consolidated financial statements as of June 30, 2024, should no longer be relied upon and would need to be restated.

We restate the foregoing condensed combined/consolidated financial statements in this Annual Report on Form 10-K.

As previously described above, the identified errors to our financial statements primarily impacted revenue, and as a result, Adjusted EBITDA.

Adjusted EBITDA was the metric used for purposes of determining 2024 annual bonuses for our named executive officers under the 2024 Management Bonus Program.

Dodd-Frank Clawback Policy .

The revisions to correct the identified errors to our financial statements required a recovery analysis of incentive-based compensation under our Clawback Policy.

Our Clawback Policy applies to incentive-based compensation earned based on the attainment of financial performance measures received on or after April 11, 2024 (the first date on which our securities were listed on the New York Stock Exchange), which is the effective date of the Clawback Policy (the “Clawback Policy Effective Date”).

Our Clawback Policy requires us to recoup erroneously awarded incentive-based compensation received on or after the Clawback Policy Effective Date.

For purposes of the Clawback Policy, incentive-based compensation is “received” in the fiscal period during which the applicable financial reporting measure is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that period.

Clawback Policy Recovery Analysis .

Incentive-Based Compensation .

The only incentive-based compensation received by our executive officers (“Covered Officers”) that required a recovery analysis under the Clawback Policy in connection with the Restatement is the portion of the cash incentive bonuses paid to our Covered Officers under the 2024 Management Bonus Program with respect to the second quarter of fiscal 2024.

Although the Restatement impacted our consolidated financial statements for the first quarter of fiscal 2024, those cash incentive bonuses were received by our Covered Officers prior to the Clawback Policy Effective Date and therefore are not subject to the Clawback Policy.

Additionally, the Restatement did not impact our consolidated financial statements for the third and fourth quarters of fiscal 2024;

as such, the cash incentive bonuses paid to our Covered Officers with respect to those quarters are not subject to the Clawback Policy.

Application of the Clawback Policy .

The 2024 Management Bonus Program established an aggregate bonus pool equal to 8% of Company’s Adjusted EBITDA for each quarter of fiscal 2024 commencing April 1, 2024.

Each Covered Officer’s target bonus opportunity was equal to a specified percentage of the bonus pool.

Bonuses were earned quarterly, and could be increased by an aggregate of 10% of the Covered Officer’s target bonus opportunity based on the achievement of certain financial guidance metrics related to annual revenue and Adjusted EBITDA, and could be further increased by an aggregate of 10% of the Covered Officer’s target bonus opportunity based on the achievement of certain quality metrics.

Prior to the Restatement, the Company’s Adjusted EBITDA for the second quarter of fiscal 2024 was $99,737,000.

In connection with preparing this Annual Report, the Audit Committee determined that Adjusted EBITDA for the second quarter of fiscal 2024 was overstated by $37,411,000 when taking into account the Restatement, thus reducing Adjusted EBITDA for the second quarter of fiscal 2024 to $62,326,000.

This adjustment reduced the aggregate bonus pool under the 2024 Management Bonus Program for the second quarter of fiscal 2024 from $7,978,960 to $4,986,080, which reduced the bonuses earned by the Covered Officers for the second quarter of fiscal 2024 by an aggregate of $3,844,660.

This amount reflects (i) a decrease based on the revised Adjusted EBITDA for the second quarter as a result of the Restatement and (ii) the loss of the upward adjustment in connection with the achievement of financial guidance metrics (which were ultimately not achieved as a result of the Restatement).

Since the additional 10% upward adjustment to the bonuses that was based on the achievement of quality metrics was not impacted by the Restatement, that upward adjustment remained 10%, but was applied to the reduced target bonus opportunity.

Payment and Recovery .

As noted, the aggregate dollar amount of erroneously awarded compensation attributable to the Covered Officers as a result of the Restatement was $ 3,844,660 .

This amount was paid to the Covered Officers in cash on August 7, 2024.

The amount of erroneously awarded compensation was calculated on November 17.

As of the date of this Annual Report on Form 10-K, the Company has recouped from each executive officer (via deduction from bonus compensation otherwise payable to them), other than Messrs.

Murray and Hancock (who voluntarily elected to delay their respective bonus payments, and thus have not yet been paid any such bonus compensation to deduct from), the full amount of the erroneously awarded compensation paid to each of them under the 2024 Management Bonus Program, and the aggregate amount that remains outstanding is $ 1,227,019 .

There is no amount of erroneously awarded compensation that has not yet been determined or, as of the end of the last completed fiscal year, had been outstanding for 180 days or longer since the date the Compensation Committee determined the amount owed by each Covered Officer.

The Compensation Committee will seek to recover the remaining amount of the erroneously awarded compensation from each of Messrs.

Murray and Hancock in accordance with the Clawback Policy.

DIRECTOR COMPENSATION

The following table sets forth information for the year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to our non‑employee directors who served on our board of directors during 2024.

Murray and Hancock do not receive any additional compensation for their board service and therefore are not included in the Director Compensation table below.

All compensation paid to Messrs.

Murray and Hancock is reported above in the “2024 Summary Compensation Table.”

Name Fees Earned or Paid in Cash ($) (1)

Stock Awards ($) (2)

Evelyn Dilsaver (3) ....................

70,968 147,288 218,256

Jacqueline Millard........................

158,377 160,000 318,377

Taylor Leavitt.........................

154,246 160,000 314,246

(1) Amounts reflect quarterly fees of $62,500 fees paid to each of Ms.

Millard and Mr.

Leavitt for their service on our board of directors prior to the completion of our IPO, as well as fees paid to each of Mses.

Dilsaver and Millard, and Mr.

Leavitt pursuant to our Director Compensation Program, as described below, which became effective in April 2024 upon the completion of our IPO.

(2) Amounts reflect the full grant date fair value of RSUs granted during 2024 computed in accordance with ASC Topic 718.

On May 9, 2024, each of Mses.

Dilsaver and Millard, and Mr.

Leavitt were granted 5,927 RSUs, 6,438 RSUs and 6,438 RSUs, respectively, in connection with our IPO, which vest in full on May 9, 2025, subject to continued service through such vesting date.

We provide information regarding the assumptions used to calculate the value of the RSUs granted to our non-employee directors in Note 21 to the financial statements for the fiscal year ended December 31, 2024, included in this Annual Report on Form 10-K.

As of December 31, 2024, Mses.

Dilsaver and Millard and Mr.

Leavitt each held 5,927 RSUs, 6,438 RSUs and 6,438 RSUs, respectively.

Dilsaver was appointed as a member of our board of directors on May 9, 2024.

Director Compensation Program

In connection with our IPO, our board of directors adopted and our stockholders approved a compensation program for our non-employee directors (Director Compensation Program), which became effective upon the closing of our IPO in April 2024.

The Director Compensation Program provides for annual retainer fees and equity awards for our non‑employee directors, who we refer to as eligible directors.

The material terms of the Director Compensation Program are summarized below.

The Director Compensation Program consists of the following components:

Cash Compensation

• Annual Retainer:

• Annual Committee Chair Retainers:

• Audit Chair:

• Compensation Chair:

• Nominating and Governance Chair:

• Annual Committee Member Retainers:

• Audit Member:

• Compensation Member:

• Nominating and Governance Member:

Annual cash retainers will be paid in quarterly installments in arrears and will be pro‑rated for any partial calendar quarter of service.

Equity Compensation

Each eligible director who is initially elected or appointed to serve on our board of directors automatically shall be granted, on the date on which such eligible director is appointed or elected to serve on the board of directors, an RSU award with an aggregate value of $160,000, pro‑rated to reflect the partial period serving on our board of directors until the next occurring annual meeting.

An eligible director who is serving on our board of directors as of the date of the annual meeting of our stockholders each calendar year (beginning with calendar year 2025) will be granted, on such annual meeting date, an RSU award with a value of approximately $160,000.

Each initial grant and annual grant will vest in full on the earlier to occur of (i) the first anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to such eligible director’s continued service through the applicable vesting date.

In addition, each initial award and annual award will vest in full upon a change in control of us (as defined in the 2024 Plan) if the eligible director will not become a member of our board or our ultimate parent as of immediately following such change in control.

Compensation under our Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2024 Plan.

The information required by this Item will be included in the definitive proxy statement to be filed with the SEC with respect to the Company’s 2026 Annual Meeting and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of our common stock as of September 30, 2025 by:

• each of our directors;

• each of our named executive officers;

• all of our directors and executive officers as a group;

• each person or group of affiliated persons known by us to beneficially own more than 5% of our outstanding shares of common stock.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC.

Under these rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.

Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares beneficially owned by them, subject to any applicable community property laws.

We have based percentage ownership of our common stock on 156,615,144 shares of our common stock outstanding as of September 30, 2025.

Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Unless otherwise indicated, the address of each beneficial owner in the table below is c/o PACS Group, Inc., 262 N.

University Ave., Farmington, Utah 84025.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information, as of December 31, 2024, about our compensation plans under which shares of our common stock may be issued.

Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in the Second Column)

Equity compensation plans approved by security holders (1)

12,592,205 (2)

— 3,082,505 (3)

Equity compensation plans not approved by security holders — — —

Total 12,592,205 — 3,082,505

(1) Includes the 2024 Plan and the Company’s 2024 Employee Stock Purchase Plan (“ESPP”).

(2) The amount reported consists of shares of our common stock subject to outstanding RSUs under the 2024 Plan.

(3) Includes shares of our common stock available for issuance under our 2024 Plan and the ESPP.

The number of shares authorized under our 2024 Plan increases on the first day of each calendar year beginning on January 1, 2025 and ending on and including January 1, 2034, equal to the lesser of (i) a number of shares equal to 2% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as determined by our board of directors.

The number of shares authorized under our ESPP increases on the first day of each calendar year beginning on January 1, 2025 and ending on and including January 1, 2034, equal to the lesser of (a) 1% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year, or (b) such small number of shares as determined by our board of directors.

Our ESPP became effective in April 2024 in connection with our IPO, but no offering periods were in effect as of December 31, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Number of Shares

Percentage of Shares

5% or Greater Stockholders

Funds affiliated with Cohen & Steers.

9,638,455 6.2%

Named Executive Officers and Directors:

54,626,199 34.9%

Josh Jergensen

John Mitchell

Peter (P.J.) Sanford (2)

Derick Apt (2)

Jacqueline Millard

Taylor Leavitt

Evelyn Dilsaver

All Executive Officers and Directors as a Group (8 individuals)

110,320,631 70.4%

__________________

* Less than 1%

(1) Based on a Schedule 13G filed with the SEC on November 14, 2024.

Cohen & Steers Inc.

has sole voting and dispositive power over 8,424,695 and 9,638,455 shares of common stock, respectively.

Cohen & Steers Capital Management Inc.

has sole voting and dispositive power over 8,397,718 and 9,611,478 shares of common stock, respectively.

Cohen & Steers UK Limited has sole voting power and sole dispositive power over 20,157 shares of common stock.

Cohen & Steers Ireland Limited has sole voting power and sole dispositive power over 6,820 shares of common stock.

The principal address for Cohen & Steers, Inc.

and Cohen & Steers Capital Management, Inc.

is 1166 Avenue of the Americas, 30th Floor New York, NY 10036;

the principal address for Cohen & Steers UK Ltd.

is The Burlian, 2nd Floor3 Dering Street, London W1S 1AA United Kingdom;

the principal address for Cohen & Steers Ireland Ltd.

Is 77 Sir John Rogerson's Quay Block C, Grand Canal Docklands Dublin 2, D02 VK60.

(2) Based on most recent Form 4 for each of Messrs.

Sanford and Apt filed in April 2025 and, in the case of Mr.

Apt, additional information known to us.

Sanford and Apt are included in this table because they were named executive officers for the fiscal year ended December 31, 2024, although they were not serving as executive officers of the Company as of September 30, 2025.

The totals presented for ‘all executive officers and directors as a group’ reflect only individuals serving as executive officers and directors as of September 30, 2025 and therefore exclude Messrs.

Sanford and Apt.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Policies and Procedures for Related Person Transactions

Our Board of Directors has adopted a written Related Person Transaction Policy, setting forth the policies and procedures for the review and approval of related person transactions.

Under the policy, our legal department is primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy.

If our legal department determines that a transaction or relationship is a related person transaction requiring compliance with the policy, our legal department is required to present to the Audit Committee all relevant known facts and circumstances relating to the related person transaction.

Our Audit Committee must review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party, whether the transaction is inconsistent with the interest of the Company and its stockholders, and the extent of the related person’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and either approve or disapprove the related person transaction.

If a transaction was not initially recognized as a related person, then upon such recognition the transaction will be presented to the Audit Committee for ratification at the Audit Committee’s next regularly scheduled meeting;

provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction.

Our management will update the Audit Committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then current related person transactions.

No director may participate in approval of a related person transaction for which he or she is a related person.

The following are certain transactions, arrangements and relationships with our directors, executive officers and stockholders owning 5% or more of our outstanding common stock, or any member of the immediate family of any of the foregoing persons, since January 1, 2024, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive Compensation.”

Relationships and Transactions with Directors, Executive Officers and Significant Stockholders

Stockholders Agreement

On April 10, 2024, we entered into a stockholders agreement (Stockholders Agreement) with Messrs.

Murray and Hancock.

The Stockholders Agreement affirms the board designation rights granted to each of Messrs.

Murray and Hancock pursuant to our Amended and Restated Charter, subject to certain limitations and exceptions.

Pursuant to the terms of our Amended and Restated Charter and the Stockholders Agreement, we agree to include in our slate of director nominees certain individuals designated by each of Messrs.

Murray and Hancock:

Murray has the right, but not the obligation, to designate (i) up to two individuals for inclusion in our slate of director nominees if he beneficially owns at least 20% of the aggregate number of shares of common stock outstanding immediately following the completion of our IPO or (ii) one individual for inclusion in our slate of director nominees if he beneficially owns less than 20% but at least 10% of the aggregate number of shares of common stock outstanding immediately following the completion of our IPO.

Hancock has the right, but not the obligation, to designate (i) up to two individuals for inclusion in our slate of director nominees if he beneficially owns at least 20% of the aggregate number of shares of common stock outstanding immediately following the completion of our IPO or (ii) one individual for inclusion in our slate of director nominees if he beneficially owns less than 20% but at least 10% of the aggregate number of shares of common stock outstanding immediately following the completion of our IPO.

Accordingly, Messrs.

Murray and Hancock each have the right to designate two directors for nomination to our board of directors, and collectively have the right to designate four directors, which represents four out of our current five member board of directors.

Subject to certain limitations, each of Messrs.

Murray and Hancock also have the right to replace their respective designees and fill any vacancies created by reason of death, resignation, disqualification or removal of their respective designees.

If the number of individuals that Messrs.

Murray and Hancock have the right to designate is decreased because of a decrease in their respective ownership or upon termination of the Stockholders Agreement, then the corresponding designee (if such designee is serving on our board of directors) may remain on our board of directors

through the end of his or her then current term;

provided, that a director may resign at any time regardless of the period of time left in his or her then current term.

Pursuant to the Stockholders Agreement, each of Messrs.

Murray and Hancock also agree to vote, or cause to vote, all of their outstanding shares of our common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of their respective designees, in each case to the extent that each or any of Messrs.

Murray and Hancock have exercised their right to designate individuals for nomination to the board of directors.

The Stockholders Agreement terminates upon the earlier of (i) a change in control or (ii) written agreement of each of Messrs.

Murray and Hancock.

Following the termination of the Stockholders Agreement, the designation rights granted to each of Messrs.

Murray and Hancock pursuant to our Amended and Restated Charter will no longer be exercisable.

Registration Rights Agreement

On April 10, 2024, we entered into a registration rights agreement (Registration Rights Agreement) with Messrs.

Murray and Hancock.

The Registration Rights Agreement provides Messrs.

Murray and Hancock, under certain circumstances and subject to certain restrictions, with certain rights with respect to the registration of their shares of common stock under the Securities Act, including customary demand and piggyback registration rights.

Lease Guarantees

Certain of our operating leases for our facilities include personal guarantees by Messrs.

Murray and Hancock and their respective spouses.

We have agreed to indemnify Messrs.

Murray and Hancock and their respective spouses on account of any damage, loss and/or expense that they may incur in connection with the obligations made by them in respect of these lease guarantees.

Company Pledge Acknowledgments and Consents

Murray entered into a margin loan with UBS AG Stamford Branch (“UBS”), as agent, and certain lenders party thereto, pursuant to which he has pledged 9,500,000 shares of common stock as collateral to secure such margin loan, and which was subsequently terminated in November 2024.

In connection with this margin loan, we executed a pledge acknowledgement and consent together with UBS, certain lenders party thereto and Mr.

Murray, in which we, among other matters, provided for certain confirmations and agreements relating to the enforcement of the rights and remedies under the margin loan documents.

Hancock entered into a margin loan with UBS, as agent, and certain lenders party thereto, pursuant to which he has pledged 9,500,000 shares of common stock as collateral to secure such margin loan, and which was subsequently terminated in November 2024.

In connection with this margin loan, we executed a pledge acknowledgement and consent together with UBS, certain lenders party thereto and Mr.

Hancock, in which we, among other matters, provided for certain confirmations and agreements relating to the enforcement of the rights and remedies under the margin loan documents.

Director and Officer Indemnification and Insurance

We entered into separate indemnification agreements with each of our directors and executive officers.

We have also purchased directors’ and officers’ liability insurance.

Director Independence

The rules of the New York Stock Exchange define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company.

Murray and Hancock collectively own approximately more than 50% of the voting power of our common stock.

As such, we are a “controlled company” under the rules of the New York Stock Exchange.

As a result, we qualify for exemptions from certain corporate governance requirements under the rules.

If we cease to be a controlled company and our common stock continues to be listed on the New York Stock Exchange, we will be required to take all action necessary to comply with applicable rules, subject to specified transition periods applicable to certain requirements, as the case may be.

Our Board of Directors has determined that Evelyn Dilsaver, Taylor Leavitt and Jacqueline Millard each qualify as “independent” in accordance with the listing requirements of the New York Stock Exchange.

In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Based on his relationship with the Company, each of Messrs.

Murray and Hancock do not qualify as independent under NYSE Rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountant is Ernst & Young LLP (PCAOB ID No.

The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for other services:

Fee Category (in thousands)

$9,161 $3,778

Audit Related Fees

All Other Fees

$9,161 $3,778

Audit fees for the fiscal years ended December 31, 2024 and 2023 include fees for audit work performed on our consolidated financial statements, review of the quarterly financial statements, statutory financial statements of subsidiaries, other required audits, comfort letter procedures, review of periodic reports filed with the SEC and other accounting and reporting consultations, as well as review of our registration statements for our initial public offering in 2024 and subsequent secondary offering.

Audit Related Fees

Audit related fees for the fiscal years ended December 31, 2024 and 2023 include fees relating to services that were reasonably related to the audit of annual financial statements and reviews of quarterly financial statements and statutory financial statements of subsidiaries, as applicable, but not reported under Audit Fees.

Audit Committee Pre‑Approval Policy and Procedures

The Audit Committee has adopted a policy (the “Pre‑Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non‑audit services proposed to be performed by the independent auditor may be pre‑approved.

The Pre‑Approval Policy generally provides that we will not engage Ernst & Young LLP to render any audit, audit‑related, tax or permissible non‑audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre‑approval”) or (ii) entered into pursuant to the pre‑approval policies and procedures described in the Pre‑Approval Policy (“general pre‑approval”).

Unless a type of service to be provided by Ernst & Young LLP has received general pre‑approval under the Pre‑Approval Policy, it requires specific pre‑approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre‑approvals.

Any proposed services exceeding pre‑approved cost levels or budgeted amounts will also require specific pre‑approval.

For both types of pre‑approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence.

The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality.

All such factors will be considered as a whole, and no one factor should necessarily be determinative.

The Audit Committee may, on a periodic basis, review and generally pre‑approve the services (and related fee levels or budgeted amounts) that may be provided by Ernst & Young LLP without first obtaining specific pre‑approval from the Audit Committee.

The Audit Committee may revise the list of general pre‑approved services from time to time, based on subsequent determinations.

The Audit Committee pre‑approved all services performed since the Pre‑Approval Policy was adopted.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

19 unchanged sentences

8-K 001-42011 10.2 4/15/2024

D escription of Capital Stock

Form of Indemnification Agreement between PACS Group, Inc.

17 unchanged sentences

PACS Group, Inc.

2024 Employee Stock Purchase Plan

S‑8 333-277893 99.5 4/11/2024

2024 Employee Stock Purchase Plan , as amended and restated

Providence Administrative Consulting Services, Inc.

4 unchanged sentences

S-1 333-277893 10.10 3/13/2024

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing

Date Filed/Furnished

PACS Group, Inc.

1 unchanged sentence

10-Q 001-42011 10.11 5/13/2024

S eparation and Consulting Agreement with PACS Group, I nc.

and Peter ( P J ) Sanford, eac h dated August 15, 2025

Separation and Consulting Agreement with PACS Group, Inc.

and Peter (PJ) Sanford, each dated August 15, 2025

10-K 001-42011 10.11 11/19/2025

10.1 2 ^

2 unchanged sentences

First Amendment to Amended and Restated Credit Agreement, dated as of May 16, 2024 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank and the lenders party thereto

10-K 001-42011 10.13 11/19/2025

Second Amendment to Amended and Restated Credit Agreement, dated as of November 14, 2024 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank and the lenders party thereto

1 unchanged sentence

Third Amendment to Amended and Restated Credit Agreement, dated as of March 27, 2025 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank and the lenders party thereto

10-K 001-42011 10.15 11/19/2025

Fourth Amendment to Amended and Restated Credit Agreement, dated as of May 29, 2025 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank and the lenders party thereto

10-K 001-42011 10.16 11/19/2025

Forbearance Agreement, dated as of July 24, 2025 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank, the lenders party thereto and the other loan parties thereto

For be a rance Agreement and Fifth Amendment to Amended and Restated Credit Agreement, dated as of August 13, 2025 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank , the lenders party thereto and the other loan parties thereto

10-K 001-42011 10.17 11/19/2025

Forbearance Agreement and Fifth Amendment to Amended and Restated Credit Agreement, dated as of August 13, 2025 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank, the lenders party thereto and the other loan parties thereto

10-K 001-42011 10.18 11/19/2025

Separation Agreement with PACS Group, Inc.

and Derick Apt, dated September 2, 2025

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing

Date Filed/Furnished

10-K 001-42011 10.19 11/19/2025

Forbearance Agreement, dated as of October 21, 2025 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank, the lenders party thereto and the other loan parties thereto

10-K 001-42011 10.20

Sixth Amendment to Amended and Restated Credit Agreement, dated as of November 26, 2025 by and among PACS Group, Inc., PACS Holdings, LLC, Truist Bank and the lenders party thereto

8-K 001-42011 10.1 12/01/2025

PACS Group, Inc.

I nsider Trading Policy and Procedures

Insider Trading Policy and Procedures

10-K 001-42011 19.1 11/19/2025

List of subsidiaries of PACS Group, Inc.

1 unchanged sentence

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

Rule 13a-14(a) / 15d-14(a) Certification of Prin cipal Financial Officer

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

Section 1350 Certification of Principal Executive Officer

2 unchanged sentences

Policy for Recovery of Erroneously Awarded Compensation

10-K 001-42011 97.1 11/19/2025

101.INS XBRL Instance Document.

17 unchanged sentences

PACS GROUP, INC.

November 19, 2025

February 26, 2026

/s/ Jason Murray

5 unchanged sentences

( Principal Executive Officer )

November 19, 2025

February 26, 2026

/s/ Mark Hancock

1 unchanged sentence

( Principal Financial Officer )

November 19, 2025

February 26, 2026

/s/ Michelle Lewis

1 unchanged sentence

(Principal Accounting Officer)

November 19, 2025

February 26, 2026

Michelle Lewis

/s/ Jacqueline Millard

Director November 19, 2025

Director February 26, 2026

Jacqueline Millard

/s/ Taylor Leavitt

Director November 19, 2025

Director February 26, 2026

Taylor Leavitt

/s/ Evelyn Dilsaver

Director November 19, 2025

Director February 26, 2026

Evelyn Dilsaver

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.

What changed 10-K

Item 9A. Controls and Procedures