PACS Group Inc 2025年季度报告

(Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember30, 2025 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For 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. EmployerIdentification No.) Delaware (State or other jurisdiction ofincorporation or organization) 262 N. University Ave.Farmington,Utah84025(Address of Principal Executive Offices) (Zip Code) (801)447-9829Registrant's telephone number, including area code N/A(Former name, former address and former fiscal year, if changed since last report)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 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yesx Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesxNoo 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 reportingcompany,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox As ofNovember17, 2025, there were156,615,144shares of the registrant’s common stock, par value $0.001 per share, outstanding. PACS GROUP, INC. AND SUBSIDIARIESQUARTERLY REPORT ON FORM 10-QFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025TABLE OF CONTENTS Part I - Financial Information Item 1.Financial Statements(unaudited)Condensed Consolidated Balance Sheets as ofSeptember30, 2025andDecember31, 20243Condensed Consolidated Statements of Incomefor thethree and nine months ended September 30, 2025and20244Condensed Consolidated Statements of Stockholders’ Equity for thethree and nine months ended September 30, 2025and20245Condensed Consolidated Statements of Cash Flows for theninemonths endedSeptember30, 2025and20246Notes to the Unaudited Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 3.Quantitative and Qualitative Disclosure About Market Risk48Item 4.Controls and Procedures49 Part II - Other Information Item 1.Legal Proceedings51Item 1A.Risk Factors53Item 2.Unregistered Sales of Equity Securities and Use of Proceeds53Item 3.Defaults Upon Senior Securities53Item 4.Mine Safety Disclosures53Item 5.Other Information53Item 6.Exhibits54Signatures55 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be coveredby the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (theSecurities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other thanstatements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements including, but notlimited to, statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives ofmanagement, and expected market growth; our strategy, plans, objectives and expectations for our business; facility openings and closures;the effects of industry and regulatory developments; our liquidity, capital resources and uses of cash, including our Amended and RestatedCredit Facility, amendments, waivers and forbearance arrangements, and access to capital; the scope, timing, costs and potential impacts ofgovernmental and regulatory investigations and the SEC investigation, as well as other litigation and legal proceedings; the restatement ofprior periods and related i