Form 8-K

8-K — Pennant Group, Inc.

Accession: 0001766400-26-000064

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001766400

SIC: 8000 (SERVICES-HEALTH SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — pntg-20260805.htm (Primary)

EX-99.1 (q22026earningspressrelease.htm)

GRAPHIC (pennantlogoa01a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pntg-20260805.htm · Sequence: 1

pntg-20260805

0001766400FALSE00017664002026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

The Pennant Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-38900 83-3349931

(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer Identification No.)

1675 E Riverside Drive, Suite 150,

Eagle, ID 83616

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (208) 401-1400

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.001 per share PNTG Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 5, 2026, The Pennant Group, Inc. (the “Company”) issued a press release reporting the financial results of the Company for its second quarter ended June 30, 2026. A copy of the press release is attached to this Current Report as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

The Company will post on its website an updated investor presentation for use at upcoming investor meetings. Please visit investor.pennantgroup.com to access the new presentation materials.

The information furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release of the Company dated August 5, 2026.

104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 5, 2026

THE PENNANT GROUP, INC.

By: /s/ LYNETTE B. WALBOM

Lynette B. Walbom

Chief Financial Officer

EX-99.1

Filename: q22026earningspressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Pennant Reports Second Quarter 2026 Results

Conference Call and Webcast scheduled for tomorrow, August 6, 2026 at 10:00 am MT

EAGLE, Idaho – August 5, 2026 (GLOBE NEWSWIRE) - The Pennant Group, Inc. (NASDAQ: PNTG), the parent company of the Pennant group of affiliated home health, hospice and senior living companies, today announced its operating results, reporting GAAP diluted earnings per share of $0.25 for the second quarter of 2026. Pennant also reported adjusted diluted earnings per share of $0.36 for the quarter(1).

Second Quarter Highlights

▪Total revenue for the second quarter was $298.0 million, an increase of $78.5 million or 35.8% over the prior year quarter;

▪Net income for the second quarter was $9.1 million, an increase of $2.0 million or 28.2% over the prior year quarter;

▪Adjusted net income for the second quarter was $12.8 million, an increase of $3.4 million or 36.5% over the prior year quarter;

▪Consolidated Adjusted EBITDAR for the second quarter was $37.6 million, an increase of $9.4 million or 33.3% over the prior year quarter;

▪Consolidated Adjusted EBITDA for the second quarter was $24.3 million, an increase of $7.9 million or 48.2% over the prior year quarter;

▪Consolidated Adjusted EBITDA prior to NCI for the second quarter was $26.1 million, an increase of $8.8 million or 51.0% over the prior year quarter;

▪Home Health and Hospice Services segment revenue for the second quarter was $237.8 million, an increase of $71.8 million or 43.2% over the prior year quarter;

▪Home Health and Hospice Services segment adjusted EBITDAR from operations for the second quarter was $41.0 million, an increase of $13.3 million or 47.9% over the prior year quarter; segment adjusted EBITDA from operations for the second quarter was $37.7 million, an increase of $12.3 million or 48.2% over the prior year quarter; and segment adjusted EBITDA from operations prior to NCI for the second quarter $39.6 million, an increase of $13.2 million or 50.0% over the prior year quarter;

▪Total home health admissions for the second quarter were 28,947, an increase of 11,115 or 62.3% over the prior year quarter; same store home health admissions for the second quarter were 17,854, an increase of 1,573 or 9.7% over the prior year quarter; total Medicare home health admissions for the second quarter were 11,916, an increase of 4,936 or 70.7% over the prior year quarter; same store Medicare home health admissions for the second quarter were 7,372, an increase of 883 or 13.6% over the prior year quarter;

▪Hospice average daily census for the second quarter was 5,477, an increase of 1,568 or 40.1% compared to the prior year quarter; same store hospice average daily census for the second quarter was 4,089, an increase of 397 or 10.8% compared to the prior year quarter;

▪Senior Living Services segment revenue for the second quarter was $60.2 million, an increase of $6.7 million or 12.6% over the prior year quarter; average occupancy for the second quarter was 78.9%, an increase of 10 basis points over the prior year quarter, same store average occupancy for the second quarter was 81.6%, an increase of 150 basis points over the prior year quarter, average monthly revenue per occupied room for the second quarter was $5,392, an increase of $204 or 3.9% over the prior year quarter, and same store average monthly revenue per occupied room for the second quarter was $5,413, an increase of $282 or 5.5% over the prior year quarter;

▪Senior Living segment adjusted EBITDAR from operations for the second quarter was $16.0 million, an increase of $1.2 million or 7.9% over the prior year quarter; and segment adjusted EBITDA from operations for the second quarter was $5.8 million, an increase of $0.7 million or 13.2% over the prior year quarter.

(1)

See "Reconciliation of GAAP to Non-GAAP Financial Information.”

Operating Results

“Pennant delivered another strong quarter, putting us on pace to exceed the top end of our original full year guidance,” said Brent Guerisoli, the Company’s Chief Executive Officer. “We are driving operational excellence across both segments, including at our recently-acquired operations in the southeast, even as we complete their integration. That process is unfolding ahead of our expectations, and we are now transitioning the two largest waves of operations, which we expect to fully complete by the middle of the fourth quarter.”

“Our segments continue to deliver healthy growth,” said John Gochnour, the Company’s Chief Operating Officer. “We have been focused on operational excellence at every level, which is producing compelling clinical results and record financial performance. In the home health and hospice segment, years of rigorous investment and innovation helped us weather the challenging reimbursement environment of the last few years and now positions us to benefit from the more stable payment landscape that appears ahead. On the senior living side, our focus on finding and developing great leaders has enabled us to pursue numerous attractive acquisitions year-to-date, build out local care continuums, and continue to grow our real estate portfolio.”

A discussion of the Company’s use of Non-GAAP financial measures is set forth below. Reconciliations of net income to EBITDA, adjusted EBITDAR, adjusted EBITDA, and adjusted EBITDA prior to NCI, as well as a reconciliation of GAAP earnings per share, net income to adjusted net earnings per share and adjusted net income, appear in the financial data portion of this release. More complete information is contained in the Company’s Form 10-Q for the three and six months ended June 30, 2026, which will be filed with the SEC and will be available to be viewed on the Company’s website at www.pennantgroup.com.

2026 Guidance Update

Management is providing updating 2026 annual guidance as follows: total revenue is anticipated to be between $1,171.1 million and $1,190.1 million; full year 2026 adjusted earnings per diluted share is anticipated to be between $1.34 and $1.41; full year 2026 adjusted EBITDA is anticipated to be between $94.4 million and $98.0 million; and full year adjusted EBITDA prior to NCI is anticipated to be $101.5 million to $105.1 million.

The Company’s updated 2026 annual guidance is based on diluted weighted average shares outstanding of approximately 37.0 million and a 26.0% effective tax rate. The guidance includes among other things, certain costs relating to our transition services agreement with UnitedHealth, reimbursement rate adjustments and no unannounced acquisitions. It excludes net income attributable to noncontrolling interest, the tax-effected costs at start-up operations, share-based compensation, acquisition-related costs, and gain (loss) on disposition of assets and impairments.

Lynette Walbom, the Company’s Chief Financial Officer, also stated, “We believe providing updated annual adjusted consolidated EBITDA guidance in addition to updated annual revenue and adjusted earnings per share guidance is helpful to understanding our expectations for our business and operational cash flow. This updated guidance reflects management’s expectations based on year-to-date performance and current operating conditions. Our guidance includes revenue in the range of $196.0 to $198.0 million, adjusted EBITDA in the range of $17.0 to $18.6 million, and adjusted EBITDA prior to NCI of $20.8 to $22.5 million relating to these former UnitedHealth and Amedisys assets.”

Conference Call

A live webcast will be held tomorrow, August 6, 2026 at 10:00 a.m. Mountain time (12:00 p.m. Eastern time) to discuss Pennant’s second quarter 2026 financial results. To listen to the webcast, or to view any financial or statistical information required by SEC Regulation G, please visit the Investors Relations section of Pennant’s website at https://investor.pennantgroup.com. The webcast will be recorded and will be available for replay via the website.

About Pennant

The Pennant Group, Inc. is a holding company of independent operating subsidiaries that provide healthcare services through 175 home health and hospice agencies and 69 senior living communities located throughout Arizona, California, Colorado, Idaho, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming. Each of these businesses is operated by a separate, independent operating subsidiary that has its own management, employees and assets. References herein to the consolidated "company" and "its" assets and activities, as well as the use of the terms "we," "us," "its" and similar verbiage, are not meant to imply that The Pennant Group, Inc. has direct operating assets, employees or revenue, or that any of the home health and hospice businesses, senior living communities or the Service Center are operated by the same entity. More information about Pennant is available at www.pennantgroup.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains, and the related conference call and webcast will include, forward-looking statements that are based on management’s current expectations, assumptions and beliefs about its business, financial performance, operating results, the industry in which it operates and other future events. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding growth prospects, future operating and financial performance, and acquisition activities. They are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to materially and adversely differ from those expressed in any forward-looking statement.

These risks and uncertainties relate to the company’s business, its industry and its common stock and include: reduced prices and reimbursement rates for its services; its ability to acquire, develop, manage or improve operations, its ability to manage its increasing borrowing costs as it incurs additional indebtedness to fund the acquisition and development of operations; its ability to access capital on a cost-effective basis to continue to successfully implement its growth strategy; its operating margins and profitability could suffer if it is unable to grow and manage effectively its increasing number of operations; competition from other companies in the acquisition, development and operation of facilities; its ability to defend claims and lawsuits, including professional liability claims alleging that our services resulted in personal injury, and other regulatory-related claims; and the application of existing or proposed government regulations, or the adoption of new laws and regulations, that could limit its business operations, require it to incur significant expenditures or limit its ability to relocate its operations if necessary. Readers should not place undue reliance on any forward-looking statements and are encouraged to review the company’s periodic filings with the Securities and Exchange Commission, including its Form 10-Q and/or 10-K, for a more complete discussion of the risks and other factors that could affect Pennant’s business,

prospects and any forward-looking statements. Except as required by the federal securities laws, Pennant does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.

Contact Information

Investor Relations

The Pennant Group, Inc.

(208) 401-1400

ir@pennantgroup.com

SOURCE: The Pennant Group, Inc.

THE PENNANT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except for per-share amounts)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 297,984 $ 219,501 $ 583,348 $ 429,343

Expense:

Cost of services 242,635 177,275 475,297 346,020

Rent—cost of services 13,428 11,925 26,526 23,640

General and administrative expense 21,614 17,597 41,301 32,437

Depreciation and amortization 3,112 2,224 5,728 4,116

Loss (gain) on disposition of property and equipment, net 9 (1,048) 9 (1,048)

Total expenses 280,798 207,973 548,861 405,165

Income from operations 17,186 11,528 34,487 24,178

Other expense, net:

Other income 626 255 480 186

Income from equity method investment 370 — 370 —

Interest expense, net (3,348) (1,204) (6,416) (2,409)

Other expense, net (2,352) (949) (5,566) (2,223)

Income before provision for income taxes 14,834 10,579 28,921 21,955

Provision for income taxes 3,936 2,598 7,730 5,452

Net income 10,898 7,981 21,191 16,503

Less: Net income attributable to noncontrolling interest 1,816 896 3,590 1,643

Net income attributable to The Pennant Group, Inc. $ 9,082 $ 7,085 $ 17,601 $ 14,860

Earnings per share:

Basic $ 0.26 $ 0.21 $ 0.51 $ 0.43

Diluted $ 0.25 $ 0.20 $ 0.49 $ 0.42

Weighted average common shares outstanding:

Basic 34,835 34,529 34,781 34,500

Diluted 35,957 35,372 35,857 35,284

THE PENNANT GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

June 30, 2026 December 31, 2025

Assets

Current assets:

Cash $ 15,273 $ 17,024

Accounts receivable—less allowance for credit losses of $766 and $681, at June 30, 2026 and December 31, 2025, respectively

133,182 123,109

Prepaid expenses and other current assets 35,136 27,273

Total current assets 183,591 167,406

Property and equipment, net 75,296 60,984

Operating lease right-of-use assets 286,237 275,947

Deferred tax assets, net 844 478

Restricted and other assets 27,294 26,676

Equity method investment 28,798 —

Goodwill 235,789 237,246

Other indefinite-lived intangibles 199,442 199,442

Total assets $ 1,037,291 $ 968,179

Liabilities and equity

Current liabilities:

Accounts payable $ 26,241 $ 25,171

Accrued wages and related liabilities 60,473 65,229

Operating lease liabilities—current 26,551 25,013

Current maturities of long-term debt 5,000 5,000

Other accrued liabilities 34,141 26,851

Total current liabilities 152,406 147,264

Long-term operating lease liabilities—less current portion 263,364 254,311

Deferred tax liabilities, net 1,804 150

Other long-term liabilities 22,776 23,365

Long-term debt 192,499 168,837

Total liabilities 632,849 593,927

Commitments and contingencies

Equity:

Common stock, $0.001 par value; 100,000 shares authorized; 35,081 and 34,848 shares issued and outstanding, respectively, at June 30, 2026; and 34,878 and 34,626 shares issued and outstanding, respectively, at December 31, 2025

35 35

Additional paid-in capital 254,832 245,833

Retained earnings 104,401 86,800

Treasury stock, at cost, 3 shares at June 30, 2026 and December 31, 2025

(65) (65)

Total The Pennant Group, Inc. stockholders’ equity 359,203 332,603

Noncontrolling interest 45,239 41,649

Total equity 404,442 374,252

Total liabilities and equity $ 1,037,291 $ 968,179

THE PENNANT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

The following table presents selected data from our condensed consolidated statements of cash flows for the periods presented:

Six Months Ended June 30,

2026 2025

Net cash provided by operating activities $ 18,425 $ 13,414

Net cash used in investing activities (45,301) (60,355)

Net cash provided by financing activities 25,125 37,080

Net decrease in cash (1,751) (9,861)

Cash beginning of period 17,024 24,246

Cash end of period $ 15,273 $ 14,385

THE PENNANT GROUP, INC.

REVENUE BY SEGMENT

(unaudited, dollars in thousands)

The following table sets forth our total revenue by segment and as a percentage of total revenue for the periods indicated:

Three Months Ended June 30,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Home health and hospice services

Home health $ 119,447 40.1 % $ 79,194 36.1 %

Hospice 103,580 34.8 73,770 33.6

Home care and other(a)

14,743 4.9 13,056 5.9

Total home health and hospice services 237,770 79.8 166,020 75.6

Senior living services 60,214 20.2 53,481 24.4

Total revenue $ 297,984 100.0 % $ 219,501 100.0 %

(a) Home care and other revenue is included with home health revenue in other disclosures in this press release.

Six Months Ended June 30,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Home health and hospice services

Home health $ 234,863 40.3 % $ 153,312 35.7 %

Hospice 202,739 34.8 144,356 33.6

Home care and other(a)

29,257 4.9 28,222 6.6

Total home health and hospice services 466,859 80.0 325,890 75.9

Senior living services 116,489 20.0 103,453 24.1

Total revenue $ 583,348 100.0 % $ 429,343 100.0 %

(a) Home care and other revenue is included with home health revenue in other disclosures in this press release.

THE PENNANT GROUP, INC.

SELECT PERFORMANCE INDICATORS

(unaudited, total revenue dollars in thousands)

The following table summarizes our overall home health and hospice performance indicators for the each of the dates or periods indicated:

Three Months Ended June 30,

2026 2025 Change % Change

Total agency results:

Home health and hospice revenue $ 237,770 $ 166,020 $ 71,750 43.2 %

Home health services:

Total home health admissions 28,947 17,832 11,115 62.3 %

Total Medicare home health admissions 11,916 6,980 4,936 70.7 %

Average Medicare revenue per 60-day completed episode(a)

$ 3,716 $ 3,788 $ (72) (1.9) %

Hospice services:

Total hospice admissions 4,844 3,500 1,344 38.4 %

Average daily census 5,477 3,909 1,568 40.1 %

Hospice Medicare revenue per day $ 191 $ 190 $ 1 0.5 %

Three Months Ended June 30,

2026 2025 Change % Change

Same agency(b) results:

Home health and hospice revenue $ 165,357 $ 149,386 $ 15,971 10.7 %

Home health services:

Total home health admissions 17,854 16,281 1,573 9.7 %

Total Medicare home health admissions 7,372 6,489 883 13.6 %

Average Medicare revenue per 60-day completed episode(a)

$ 3,823 $ 3,806 $ 17 0.4 %

Hospice services:

Total hospice admissions 3,564 3,275 289 8.8 %

Average daily census 4,089 3,692 397 10.8 %

Hospice Medicare revenue per day $ 195 $ 184 $ 11 6.0 %

Six Months Ended June 30,

2026 2025 Change % Change

Total agency results:

Home health and hospice revenue $ 466,859 $ 325,890 $ 140,969 43.3 %

Home health services:

Total home health admissions 59,668 36,710 22,958 62.5 %

Total Medicare home health admissions 25,219 14,579 10,640 73.0 %

Average Medicare revenue per 60-day completed episode(a)

$ 3,689 $ 3,744 $ (55) (1.5) %

Hospice services:

Total hospice admissions 9,649 7,283 2,366 32.5 %

Average daily census 5,339 3,852 1,487 38.6 %

Hospice Medicare revenue per day $ 191 $ 190 $ 1 0.5 %

Six Months Ended June 30,

2026 2025 Change % Change

Same agency(b) results:

Home health and hospice revenue $ 325,274 $ 293,335 $ 31,939 10.9 %

Home health services:

Total home health admissions 36,118 33,549 2,569 7.7 %

Total Medicare home health admissions 15,065 13,537 1,528 11.3 %

Average Medicare revenue per 60-day completed episode(a)

$ 3,787 $ 3,755 $ 32 0.9 %

Hospice services:

Total hospice admissions 7,143 6,809 334 4.9 %

Average daily census 4,021 3,639 382 10.5 %

Hospice Medicare revenue per day $ 192 $ 183 $ 9 4.9 %

(a) The year to date average for Medicare revenue per 60-day completed episode includes post period claim adjustments for prior periods.

(b)

Same agency results represent all agencies purchased or licensed prior to January 1, 2025.

The following table summarizes our senior living performance indicators for the periods indicated:

Three Months Ended June 30,

2026 2025 Change % Change

Total senior living results:

Senior living revenue $ 60,214 $ 53,481 $ 6,733 12.6 %

Occupancy 78.9 % 78.8 % 0.1 %

Average monthly revenue per occupied unit $ 5,392 $ 5,188 $ 204 3.9 %

Three Months Ended June 30,

2026 2025 Change % Change

Same store senior living(a) results:

Senior living revenue $ 52,868 $ 49,366 $ 3,502 7.1 %

Occupancy 81.6 % 80.1 % 1.5 %

Average monthly revenue per occupied unit $ 5,413 $ 5,131 $ 282 5.5 %

The following table summarizes our senior living performance indicators for the periods indicated:

Six Months Ended June 30,

2026 2025 Change % Change

Total senior living results:

Senior living revenue $ 116,489 $ 103,453 $ 13,036 12.6 %

Occupancy 78.7 % 78.7 % — %

Average monthly revenue per occupied unit $ 5,390 $ 5,165 $ 225 4.4 %

Six Months Ended June 30,

2026 2025 Change % Change

Same store senior living(a) results:

Senior living revenue $ 104,418 $ 97,335 $ 7,083 7.3 %

Occupancy 81.3 % 79.6 % 1.7 %

Average monthly revenue per occupied unit $ 5,395 $ 5,112 $ 283 5.5 %

(a)

Same store senior living results represent all senior living communities purchased or licensed prior to January 1, 2025, excluding affiliate memory care units in start-up operations.

THE PENNANT GROUP, INC.

REVENUE BY PAYOR SOURCE

(unaudited, dollars in thousands)

The following table presents our total revenue by payor source as a percentage of total revenue for the periods indicated:

Three Months Ended June 30,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Revenue:

Medicare $ 151,651 50.9 % $ 103,821 47.3 %

Medicaid 39,815 13.4 30,798 14.0

Subtotal 191,466 64.3 134,619 61.3

Managed care 47,925 16.1 30,619 13.9

Private and other(a)

58,593 19.6 54,263 24.8

Total revenue $ 297,984 100.0 % $ 219,501 100.0 %

(a) Private and other payors includes revenue from all payors generated in the Company’s home care operations and management services agreement.

Six Months Ended June 30,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Revenue:

Medicare $ 296,509 50.8 % $ 204,946 47.8 %

Medicaid 77,136 13.2 58,136 13.5

Subtotal 373,645 64.0 263,082 61.3

Managed care 93,652 16.1 61,333 14.3

Private and other(a)

116,051 19.9 104,928 24.4

Total revenue $ 583,348 100.0 % $ 429,343 100.0 %

(a) Private and other payors includes revenue from all payors generated in the Company’s home care operations and management services agreement.

THE PENNANT GROUP, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(unaudited, in thousands, except per share data)

The following table reconciles net income to Non-GAAP net income for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income attributable to The Pennant Group, Inc. $ 9,082 $ 7,085 $ 17,601 $ 14,860

Non-GAAP adjustments

Costs at start-up operations(a)

312 (61) 851 32

Share-based compensation expense(b)

3,057 2,212 5,646 4,379

Acquisition related costs(c)

350 2,166 704 2,438

Activities associated with transitioning operations(d)

— (982) — (907)

Transition services costs(e)

1,257 — 1,664 —

Unusual, non-recurring or redundant charges(f)

— 16 — 67

Provision for income taxes on Non-GAAP adjustments(g)

(1,214) (1,024) (2,094) (1,833)

Non-GAAP net income $ 12,844 $ 9,412 $ 24,372 $ 19,036

Dilutive Earnings Per Share As Reported

Net Income $ 0.25 $ 0.20 $ 0.49 $ 0.42

Average number of shares outstanding 35,957 35,372 35,857 35,284

Adjusted Diluted Earnings Per Share

Net Income $ 0.36 $ 0.27 $ 0.68 $ 0.54

Average number of shares outstanding 35,957 35,372 35,857 35,284

(a) Represents results related to start-up operations.

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ (2,135) $ (2,391) $ (4,012) $ (3,256)

Cost of services 2,193 2,233 4,365 3,176

Rent 67 12 135 19

Depreciation & amortization 187 85 363 93

Total Non-GAAP adjustment $ 312 $ (61) $ 851 $ 32

(b) Represents share-based compensation expense incurred for the periods presented.

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of services $ 1,672 $ 1,233 $ 3,090 $ 2,428

General and administrative 1,385 979 2,556 1,951

Total Non-GAAP adjustment $ 3,057 $ 2,212 $ 5,646 $ 4,379

(d) During 2025, an affiliate of the Company held its memory care units in transition and converted the facility into an assisted living community. In 2026, this community is included in start-up operations.

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of services — 25 $ — $ 45

Rent — 52 — 104

Depreciation — 2 — 5

Gain on disposition of property and equipment, net

— (1,061) — (1,061)

Total Non-GAAP adjustment $ — $ (982) $ — $ (907)

(e) Costs identified as redundant or non-recurring incurred by the Company as a result of the transition services agreement between the Company and UnitedHealth Group Incorporated (“UnitedHealth”) entered into as part of the acquisition agreement consummated on October 1, 2025. All amounts are included in Cost of services. Fees incurred under the transition services agreement were $2,491 and $5,306 for the three and six months ended June 30, 2026.

(f) Represents other unusual, non-recurring, or redundant charges for legal services, implementation costs, integration costs, and consulting fees in general and administrative and cost of services expenses.

(g)

Represents an adjustment to the provision for income tax to the year-to-date effective tax rate of 26.0% and 26.1% for the three and six months ended June 30, 2026 and 2025, respectively. This rate excludes the tax benefit of share-based payment awards.

The table below reconciles Consolidated net income to the Consolidated Non-GAAP financial measure, Consolidated Adjusted EBITDA, and to the Non-GAAP valuation measure, Consolidated Adjusted EBITDAR, for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Consolidated net income

$ 10,898 $ 7,981 $ 21,191 $ 16,503

Less: Net income attributable to noncontrolling interest 1,816 896 3,590 1,643

Add: Provision for income taxes

3,936 2,598 7,730 5,452

Net interest expense 3,348 1,204 6,416 2,409

Depreciation and amortization 3,112 2,224 5,728 4,116

Consolidated EBITDA 19,478 13,111 37,475 26,837

Adjustments to Consolidated EBITDA

Add: Start-up operations(a)

58 (158) 353 (80)

Share-based compensation expense(b)

3,057 2,212 5,646 4,379

Acquisition related costs(c)

350 2,166 704 2,438

Activities associated with transitioning operations(d)

— (1,036) — (1,016)

Transition services costs(e)

1,257 — 1,664 —

Other unusual, non-recurring, or redundant charges(f)

— 16 — 67

Rent related to items (a) and (d) above 67 64 135 123

Consolidated Adjusted EBITDA 24,267 16,375 45,977 32,748

Rent—cost of services 13,428 11,925 26,526 23,640

Rent related to items (a) and (d) above (67) (64) (135) (123)

Adjusted rent—cost of services 13,361 11,861 26,391 23,517

Consolidated Adjusted EBITDAR(g)

$ 37,628 $ 72,368

(a) Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.

(b) Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.

(f)

Represents other unusual, non-recurring, or redundant charges for legal services, implementation costs, integration costs, and consulting fees in general and administrative and cost of services expenses.

(g) This measure is a valuation measure and is displayed thusly, it is not a performance measure as it excludes rent expense, which is a normal and recurring operating expense and, as such, does not reflect our cash requirements for leasing commitments. Our presentation of Consolidated Adjusted EBITDAR should not be construed as a financial performance measure.

The table below reconciles Consolidated net income attributable to The Pennant Group, Inc. to the Consolidated Non-GAAP financial measures, Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA prior to NCI, for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income attributable to The Pennant Group, Inc. $ 9,082 $ 7,085 $ 17,601 $ 14,860

Add: Provision for income taxes

3,936 2,598 7,730 5,452

Net interest expense 3,348 1,204 6,416 2,409

Depreciation and amortization 3,112 2,224 5,728 4,116

Consolidated EBITDA 19,478 13,111 37,475 26,837

Adjustments to Consolidated EBITDA

Add: Start-up operations(a)

58 (158) 353 (80)

Share-based compensation expense(b)

3,057 2,212 5,646 4,379

Acquisition related costs(c)

350 2,166 704 2,438

Activities associated with transitioning operations(d)

— (1,036) — (1,016)

Transition services costs(e)

1,257 — 1,664 —

Other unusual, non-recurring, or redundant charges(f)

— 16 — 67

Rent related to items (a) and (d) above 67 64 135 123

Consolidated Adjusted EBITDA 24,267 16,375 45,977 32,748

Add: Net Income attributable to noncontrolling interest (“NCI”) 1,816 896 3,590 1,643

Consolidated Adjusted EBITDA prior to NCI $ 26,083 $ 17,271 $ 49,567 $ 34,391

(a) Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.

(f)

The following tables present certain financial information regarding our reportable segments. General and administrative expenses are not allocated to the reportable segments:

Home Health and Hospice Services Senior Living Services All Other Total

Three Months Ended June 30, 2026

Revenue $ 237,353 $ 58,497 $ 2,134 $ 297,984

Segment Cost of Services 196,402 42,535

Segment Adjusted EBITDAR from Operations $ 40,951 $ 15,962 $ 56,913

Three Months Ended June 30, 2025

Revenue $ 165,248 $ 51,862 $ 2,391 $ 219,501

Segment Cost of Services 137,565 37,074

Segment Adjusted EBITDAR from Operations $ 27,683 $ 14,788 $ 42,471

Home Health and Hospice Services Senior Living Services All Other Total

Six Months Ended June 30, 2026

Revenue $ 466,185 $ 113,151 $ 4,012 $ 583,348

Segment Cost of Services 388,433 80,925

Segment Adjusted EBITDAR from Operations $ 77,752 $ 32,226 $ 109,978

Six Months Ended June 30, 2025

Revenue $ 324,691 $ 101,396 $ 3,256 $ 429,343

Segment Cost of Services 269,734 72,159

Segment Adjusted EBITDAR from Operations $ 54,957 $ 29,237 $ 84,194

The table below provides a reconciliation of Segment Adjusted EBITDAR from Operations above to income from operations:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Segment Adjusted EBITDAR from Operations(a)

$ 56,913 $ 42,471 $ 109,978 $ 84,194

Less: Unallocated corporate expenses 19,285 14,235 37,610 27,929

Depreciation and amortization 3,112 2,224 5,728 4,116

Rent—cost of services 13,428 11,925 26,526 23,640

Income from equity method investment 370 — 370 —

Other income 626 255 480 186

Adjustments to Segment EBITDAR from Operations:

Less: Start-up operations(b)

58 (158) 353 (80)

Share-based compensation expense(c)

3,057 2,212 5,646 4,379

Acquisition related costs(d)

350 2,166 704 2,438

Activities associated with transitioning operations(e)

— (1,036) — (1,016)

Transition services costs(f)

1,257 — 1,664 —

Other unusual, non-recurring, or redundant charges(g)

— 16 — 67

Add: Net income attributable to noncontrolling interest

1,816 896 3,590 1,643

Income from operations $ 17,186 $ 11,528 $ 34,487 $ 24,178

(a)

Segment Adjusted EBITDAR from Operations is net income attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, unallocated corporate and administrative expenses, and, in order to view the operations’ performance on a comparable basis from period to period, certain adjustments including: (1) activities associated with start-up operations, (2) share-based compensation expense, (3) acquisition related costs, (4) activities associated with transitioning operations, (5) transition services costs, (6) other unusual, non-recurring, or redundant charges, and (7) net income attributable to noncontrolling interest. “All Other” consists of revenues generated at operating locations not included in the segment financial information reviewed by the CODM. Revenue included in the “All Other” category is insignificant individually, and therefore does not constitute a reportable segment. General and administrative expenses are not allocated to the reportable segments, and are included as “Unallocated corporate expenses”, accordingly the segment earnings measure reported is before allocation of corporate general and administrative expenses. The Company's segment measures may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(b) Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.

(c) Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.

(d) Non-capitalizable costs associated with acquisitions.

(e) During 2025, an affiliate of the Company held its memory care units in transition and converted the facility into an assisted living community. In 2026, this community is included in start-up operations.

(f) Costs identified as redundant or non-recurring incurred by the Company as a result of the transition services agreement between the Company and UnitedHealth Group Incorporated (“UnitedHealth”) entered into as part of the acquisition agreement consummated on October 1, 2025. All amounts are included in Cost of services. Fees incurred under the transition services agreement were $2,491 and $5,306 for the three and six months ended June 30, 2026.

(g) Represents other unusual, non-recurring, or redundant charges for legal services, implementation costs, integration costs, and consulting fees in general and administrative and cost of services expenses.

The tables below reconcile Segment Adjusted EBITDAR from Operations to Segment Adjusted EBITDA from Operations for each reportable segment for the periods presented:

Three Months Ended June 30,

Home Health and Hospice Senior Living

2026 2025 2026 2025

Segment Adjusted EBITDAR from Operations $ 40,951 $ 27,683 $ 15,962 $ 14,788

Less: Rent—cost of services 3,230 2,226 10,198 9,699

Rent related to start-up and transitioning operations (13) (12) (54) (52)

Segment Adjusted EBITDA from Operations $ 37,734 $ 25,469 $ 5,818 $ 5,141

Six Months Ended June 30,

Home Health and Hospice Senior Living

2026 2025 2026 2025

Segment Adjusted EBITDAR from Operations $ 77,752 $ 54,957 $ 32,226 $ 29,237

Less: Rent—cost of services 6,444 4,368 20,083 19,272

Rent related to start-up and transitioning operations (26) (19) (109) (104)

Segment Adjusted EBITDA from Operations $ 71,334 $ 50,608 $ 12,252 $ 10,069

Discussion of Non-GAAP Financial Measures

EBITDA consists of net income, adjusted for net income attributable to noncontrolling interest (“NCI”), before (a) interest expense, net, (b) provisions for income taxes, and (c) depreciation and amortization. Adjusted EBITDA consists of net income attributable to the Company before (a) interest expense, net (b) provisions for income taxes, (c) depreciation and amortization, (d) results related to start-up operations, including rent and excluding depreciation, interest and income taxes, (e) share-based compensation expense, (f) non-capitalizable acquisition related costs, (g) activities associated with transitioning operations, (h) transition services costs, and (i) other unusual, non-recurring or redundant charges. Adjusted EBITDA prior to NCI consists of net income attributable to the Company before (a) interest expense, net (b) provisions for income taxes, (c) depreciation and amortization, (d) results related to start-up operations, (f) non-capitalizable acquisition related costs, (g) activities associated with transitioning operations, (h) transition services costs, (i) unusual, non-recurring or redundant charges, and (j) NCI. Consolidated Adjusted EBITDAR is a valuation measure applicable to current periods only and consists of net income attributable to the Company before (a) interest expense, net, (b) provisions for income taxes, (c) depreciation and amortization, (d) rent-cost of services, (e) results related to start-up operations, excluding rent, depreciation, interest and income taxes, (f) share-based compensation expense, (g) acquisition related costs, (h) activities associated with transitioning operations, (i) transition services costs, and (j) other unusual, non-recurring or redundant charges. The company believes that the presentation of EBITDA, adjusted EBITDA, adjusted EBITDA prior to NCI, consolidated adjusted EBITDAR, adjusted net income, and adjusted earnings per share provides important supplemental information to management and investors to evaluate the company’s operating performance. The company believes disclosure of adjusted net income, adjusted net income per share, EBITDA, adjusted EBITDA, adjusted EBITDA prior to NCI, and consolidated adjusted EBITDAR has economic substance because the excluded revenues and expenses are infrequent in nature and are variable in nature, or do not represent current revenues or cash expenditures. A material limitation associated with the use of these measures as compared to the GAAP measures of net income and diluted earnings per share is that they may not be comparable with the calculation of net income and diluted earnings per share for other companies in the company's industry. These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures. For further information regarding why the company believes that this non-GAAP measure provides useful information to investors, the specific manner in which management uses this measure, and some of the limitations associated with the use of this measure, please refer to the company's periodic filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The company’s periodic filings are available on the SEC's website at www.sec.gov or under the "Financial Information" link of the Investor Relations section on Pennant’s website at http://www.pennantgroup.com.

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