PACS Group Inc 2024年度报告

FORM10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to _______ Commission file number001-42011 PACS Group, Inc.(Exact name of registrant as specified in its charter) ___________________________ 92-3144268(I.R.S. Employer IdentificationNo.) Delaware (State or other jurisdiction ofincorporation or organization) 262 N. University Ave.Farmington,Utah84025(Address of Principal Executive Offices and Zip Code) (801)447-9829Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per sharePACSThe New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act:None Table of Contents Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Nox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yeso Nox Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yeso Nox Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox As of June 30, 2024, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $757.4millionbased upon the closing price reported for such date on the New York Stock Exchange. As of November17, 2025, there were156,615,144shares of the registrant's common stock outstanding. EXPLANATORY NOTE Introduction PACS Group, Inc. (“we,” “us,” our,” the “Company” and “PACS”) is filing this Annual Report on Form 10-K for the fiscal year endedDecember 31, 2024 concurrently with its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 and QuarterlyReports on Form 10-Q for the quarterly periods ended March 31, June 30 and September 30, 2025. This Annual Report contains the restatement(“Restatement”) of the Company’s (i) condensed combined/consolidated financial statements as of March 31, 2024, and for the three monthsthen ended, included in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 13,2024 (as amended on May 21, 2024) and (ii) condensed combined/consolidated financial statements as of June 30, 2024 and for the three andsix months then ended, included in our Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024 (collectively, the “PriorFinancial Statements,” and each such quarterly period in the six months ended June 30, 2024, the “Impacted Periods”). The impact of theRestatement is reflected in the audited financial statements as of and for the period ended December 31, 2024 in this Form 10-K. Audit Committee Investigation As previously disclosed in the Company’s Form 8-K filed