Form 8-K

8-K — Pennant Group, Inc.

Accession: 0001766400-26-000069

Filed: 2026-11-04

Period: 2026-11-04

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-20261104.htm (Primary)

EX-99.1 (q32026earningspressrelease.htm)

GRAPHIC (pennantlogoa01a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pntg-20261104.htm · Sequence: 1

pntg-20261104

0001766400FALSE00017664002026-11-042026-11-04

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): November 4, 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 November 4, 2026, The Pennant Group, Inc. (the “Company”) issued a press release reporting the financial results of the Company for its third quarter ended September 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 November 4, 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: November 4, 2026

THE PENNANT GROUP, INC.

By: /s/ LYNETTE B. WALBOM

Lynette B. Walbom

Chief Financial Officer

EX-99.1

Filename: q32026earningspressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Pennant Reports Third Quarter 2026 Results

Conference Call and Webcast scheduled for tomorrow, November 5, 2026 at 10:00 am MT

EAGLE, Idaho – November 4, 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 $0.26 for the third quarter of 2026. Pennant also reported adjusted diluted earnings per share of $0.35 for the quarter(1).

Third Quarter Highlights

▪Total revenue for the third quarter was $302.3 million, an increase of $73.2 million or 32.0% over the prior year quarter;

▪Net income for the third quarter was $9.6 million, an increase of $3.6 million or 58.5% over the prior year quarter;

▪Adjusted net income for the third quarter was $12.7 million, an increase of $2.2 million or 21.6% over the prior year quarter;

▪Consolidated Adjusted EBITDAR for the third quarter was $38.4 million, an increase of $9.1 million or 31.1% over the prior year quarter;

▪Consolidated Adjusted EBITDA for the third quarter was $24.7 million, an increase of $7.4 million or 42.4% over the prior year quarter;

▪Consolidated Adjusted EBITDA prior to NCI for the third quarter was $26.1 million, an increase of $8.0 million or 44.0% over the prior year quarter;

▪Home Health and Hospice Services segment revenue for the third quarter was $239.8 million, an increase of $66.2 million or 38.2% over the prior year quarter;

▪Home Health and Hospice Services segment adjusted EBITDAR from operations for the third quarter was $41.4 million, an increase of $12.3 million or 42.3% over the prior year quarter; segment adjusted EBITDA from operations for the third quarter was $38.1 million, an increase of $11.3 million or 42.0% over the prior year quarter; and segment adjusted EBITDA from operations prior to NCI for the third quarter was $39.5 million, an increase of $11.9 million or 43.0% over the prior year quarter;

▪Total home health admissions for the third quarter were 28,479, an increase of 8,053 or 39.4% over the prior year quarter; same store home health admissions for the third quarter were 17,825, an increase of 1,319 or 8.0% over the prior year quarter; total Medicare home health admissions for the third quarter were 11,347, an increase of 3,126 or 38.0% over the prior year quarter; same store Medicare home health admissions for the third quarter were 7,383, an increase of 791 or 12.0% over the prior year quarter;

▪Hospice average daily census for the third quarter was 5,443, an increase of 1,399 or 34.6% compared to the prior year quarter; same store hospice average daily census for the third quarter was 4,164, an increase of 478 or 13.0% compared to the prior year quarter;

▪Senior Living Services segment revenue for the third quarter was $62.4 million, an increase of $7.0 million or 12.6% over the prior year quarter; average occupancy for the third quarter was 78.4%, a decrease of 250 basis points over the prior year quarter, same store average occupancy for the third quarter was 81.2%, a decrease of 60 basis points over the prior year quarter, average monthly revenue per occupied room for the third quarter was $5,385, an increase of $190 or 3.7% over the prior year quarter, and same store average monthly revenue per occupied room for the third quarter was $5,370, an increase of $234 or 4.6% over the prior year quarter;

▪Senior Living segment adjusted EBITDAR from operations for the third quarter was $16.2 million, an increase of $0.9 million or 5.7% over the prior year quarter; and segment adjusted EBITDA from operations for the third quarter was $5.7 million, an increase of $0.2 million or 3.0% over the prior year quarter.

(1)

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

Operating Results

“Pennant delivered a solid quarter and strong year-over-year improvement across the organization,” said Brent Guerisoli, the Company’s Chief Executive Officer. “Our third quarter results are consistent with our full-year guidance and put us on track for a successful conclusion to the year. We continue to drive forward on our five key initiatives: leadership development, clinical excellence, margin, growth and employee experience. Our multi-year emphasis on developing great leaders has positioned us well to unlock significant upside across our portfolio.”

“Over the last two years, we have added 75 home health and hospice locations and 16 senior living communities to our organization,” said John Gochnour, the Company’s Chief Operating Officer. “Each of these additions was carefully selected based on its considerable long-term potential and we expect them to positively impact the organization and local communities for years to come. As we have grown, we have made significant investments in operational leaders, service center support and enhanced infrastructure. These investments have improved us as an organization and have allowed us to effectively transition a large number of acquisitions while simultaneously improving results at our same store operations.”

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 nine months ended September 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.

Conference Call

A live webcast will be held tomorrow, November 5, 2026 at 10:00 a.m. Mountain time (12:00 p.m. Eastern time) to discuss Pennant’s third 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 70 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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Revenue $ 302,251 $ 229,039 $ 885,599 $ 658,382

Expense:

Cost of services 248,131 185,430 723,428 531,450

Rent—cost of services 13,796 12,063 40,322 35,703

General and administrative expense 20,631 19,296 61,932 51,733

Depreciation and amortization 3,685 2,063 9,413 6,179

Gain on disposition of property and equipment, net (504) (51) (495) (1,099)

Total expenses 285,739 218,801 834,600 623,966

Income from operations 16,512 10,238 50,999 34,416

Other expense, net:

Other (expense) income (78) 182 402 368

Income from equity method investment 1,379 — 1,749 —

Interest expense, net (3,619) (1,016) (10,035) (3,425)

Other expense, net (2,318) (834) (7,884) (3,057)

Income before provision for income taxes 14,194 9,404 43,115 31,359

Provision for income taxes 3,119 2,518 10,849 7,970

Net income 11,075 6,886 32,266 23,389

Less: Net income attributable to noncontrolling interest 1,438 805 5,028 2,448

Net income attributable to The Pennant Group, Inc. $ 9,637 $ 6,081 $ 27,238 $ 20,941

Earnings per share:

Basic $ 0.28 $ 0.18 $ 0.78 $ 0.61

Diluted $ 0.26 $ 0.17 $ 0.76 $ 0.59

Weighted average common shares outstanding:

Basic 35,003 34,600 34,856 34,534

Diluted 36,384 35,270 36,050 35,274

THE PENNANT GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

September 30, 2026 December 31, 2025

Assets

Current assets:

Cash $ 18,389 $ 17,024

Accounts receivable—less allowance for credit losses of $877 and $681, at September 30, 2026 and December 31, 2025, respectively

130,836 123,109

Prepaid expenses and other current assets 29,845 27,273

Total current assets 179,070 167,406

Property and equipment, net 93,389 60,984

Operating lease right-of-use assets 278,859 275,947

Deferred tax assets, net 595 478

Restricted and other assets 23,666 26,676

Equity method investment 30,177 —

Goodwill 237,621 237,246

Other indefinite-lived intangibles 199,442 199,442

Total assets $ 1,042,819 $ 968,179

Liabilities and equity

Current liabilities:

Accounts payable $ 27,535 $ 25,171

Accrued wages and related liabilities 55,670 65,229

Operating lease liabilities—current 26,863 25,013

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

Other accrued liabilities 36,662 26,851

Total current liabilities 151,730 147,264

Long-term operating lease liabilities—less current portion 255,961 254,311

Deferred tax liabilities, net 2,842 150

Other long-term liabilities 19,191 23,365

Long-term debt, net 193,330 168,837

Total liabilities 623,054 593,927

Commitments and contingencies

Equity:

Common stock, $0.001 par value; 100,000 shares authorized; 35,272 and 35,074 shares issued and outstanding, respectively, at September 30, 2026; and 34,878 and 34,626 shares issued and outstanding, respectively, at December 31, 2025

35 35

Additional paid-in capital 261,809 245,833

Retained earnings 114,038 86,800

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

(65) (65)

Total The Pennant Group, Inc. stockholders’ equity 375,817 332,603

Noncontrolling interest 43,948 41,649

Total equity 419,765 374,252

Total liabilities and equity $ 1,042,819 $ 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:

Nine Months Ended September 30,

2026 2025

Net cash provided by operating activities $ 43,547 $ 27,336

Net cash used in investing activities (68,450) (74,950)

Net cash provided by financing activities 26,268 25,704

Net increase (decrease) in cash 1,365 (21,910)

Cash beginning of period 17,024 24,246

Cash end of period $ 18,389 $ 2,336

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 September 30,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Home health and hospice services

Home health $ 118,161 39.1 % $ 81,496 35.6 %

Hospice 104,831 34.7 76,384 33.3

Home care and other(a)

16,821 5.5 15,685 6.9

Total home health and hospice services 239,813 79.3 173,565 75.8

Senior living services 62,438 20.7 55,474 24.2

Total revenue $ 302,251 100.0 % $ 229,039 100.0 %

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

Nine Months Ended September 30,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Home health and hospice services

Home health $ 353,024 39.9 % $ 234,808 35.7 %

Hospice 307,570 34.7 220,740 33.5

Home care and other(a)

46,078 5.2 43,907 6.7

Total home health and hospice services 706,672 79.8 499,455 75.9

Senior living services 178,927 20.2 158,927 24.1

Total revenue $ 885,599 100.0 % $ 658,382 100.0 %

(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 September 30,

2026 2025 Change % Change

Total agency results:

Home health and hospice revenue $ 239,813 $ 173,565 $ 66,248 38.2 %

Home health services:

Total home health admissions 28,479 20,426 8,053 39.4 %

Total Medicare home health admissions 11,347 8,221 3,126 38.0 %

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

$ 3,632 $ 3,712 $ (80) (2.2) %

Hospice services:

Total hospice admissions 4,590 3,483 1,107 31.8 %

Average daily census 5,443 4,044 1,399 34.6 %

Hospice Medicare revenue per day $ 193 $ 189 $ 4 2.1 %

Three Months Ended September 30,

2026 2025 Change % Change

Same agency(b) results:

Home health and hospice revenue $ 169,242 $ 153,143 $ 16,099 10.5 %

Home health services:

Total home health admissions 17,825 16,506 1,319 8.0 %

Total Medicare home health admissions 7,383 6,592 791 12.0 %

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

$ 3,807 $ 3,746 $ 61 1.6 %

Hospice services:

Total hospice admissions 3,376 3,276 100 3.1 %

Average daily census 4,164 3,686 478 13.0 %

Hospice Medicare revenue per day $ 196 $ 189 $ 7 3.7 %

Nine Months Ended September 30,

2026 2025 Change % Change

Total agency results:

Home health and hospice revenue $ 706,672 $ 499,455 $ 207,217 41.5 %

Home health services:

Total home health admissions 88,147 57,135 31,012 54.3 %

Total Medicare home health admissions 36,566 22,800 13,766 60.4 %

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

$ 3,641 $ 3,731 $ (90) (2.4) %

Hospice services:

Total hospice admissions 14,239 10,766 3,473 32.3 %

Average daily census 5,330 3,916 1,414 36.1 %

Hospice Medicare revenue per day $ 194 $ 190 $ 4 2.1 %

Nine Months Ended September 30,

2026 2025 Change % Change

Same agency(b) results:

Home health and hospice revenue $ 494,526 $ 446,478 $ 48,048 10.8 %

Home health services:

Total home health admissions 53,943 50,055 3,888 7.8 %

Total Medicare home health admissions 22,448 20,129 2,319 11.5 %

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

$ 3,773 $ 3,751 $ 22 0.6 %

Hospice services:

Total hospice admissions 10,519 10,085 434 4.3 %

Average daily census 4,028 3,564 464 13.0 %

Hospice Medicare revenue per day $ 195 $ 190 $ 5 2.6 %

(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 September 30,

2026 2025 Change % Change

Total senior living results:

Senior living revenue $ 62,438 $ 55,474 $ 6,964 12.6 %

Occupancy 78.4 % 80.9 % (2.5) %

Average monthly revenue per occupied unit $ 5,385 $ 5,195 $ 190 3.7 %

Three Months Ended September 30,

2026 2025 Change % Change

Same store senior living(a) results:

Senior living revenue $ 52,754 $ 51,341 $ 1,413 2.8 %

Occupancy 81.2 % 81.8 % (0.6) %

Average monthly revenue per occupied unit $ 5,370 $ 5,136 $ 234 4.6 %

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

Nine Months Ended September 30,

2026 2025 Change % Change

Total senior living results:

Senior living revenue $ 178,927 $ 158,927 $ 20,000 12.6 %

Occupancy 78.6 % 79.4 % (0.8) %

Average monthly revenue per occupied unit $ 5,388 $ 5,180 $ 208 4.0 %

Nine Months Ended September 30,

2026 2025 Change % Change

Same store senior living(a) results:

Senior living revenue $ 157,172 $ 148,676 $ 8,496 5.7 %

Occupancy 81.3 % 80.4 % 0.9 %

Average monthly revenue per occupied unit $ 5,387 $ 5,121 $ 266 5.2 %

(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 September 30,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Revenue:

Medicare $ 153,010 50.6 % $ 108,831 47.5 %

Medicaid 39,952 13.2 31,466 13.7

Subtotal 192,962 63.8 140,297 61.2

Managed care 47,989 15.9 32,935 14.4

Private and other(a)

61,300 20.3 55,807 24.4

Total revenue $ 302,251 100.0 % $ 229,039 100.0 %

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

Nine Months Ended September 30,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Revenue:

Medicare $ 449,519 50.8 % $ 313,777 47.7 %

Medicaid 117,088 13.2 89,602 13.6

Subtotal 566,607 64.0 403,379 61.3

Managed care 141,641 16.0 94,268 14.3

Private and other(a)

177,351 20.0 160,735 24.4

Total revenue $ 885,599 100.0 % $ 658,382 100.0 %

(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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net income attributable to The Pennant Group, Inc. $ 9,637 $ 6,081 $ 27,238 $ 20,941

Non-GAAP adjustments

Costs at start-up operations(a)

304 109 1,155 141

Share-based compensation expense(b)

3,378 2,480 9,024 6,859

Acquisition related costs(c)

128 3,047 832 5,485

Activities associated with transitioning operations(d)

(491) 96 (491) (811)

Transition services costs(e)

1,550 — 3,214 —

Unusual, non-recurring or redundant charges(f)

— 34 — 101

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

(1,838) (1,426) (3,932) (3,259)

Non-GAAP net income $ 12,668 $ 10,421 $ 37,040 $ 29,457

Dilutive Earnings Per Share As Reported

Net Income $ 0.26 $ 0.17 $ 0.76 $ 0.59

Average number of shares outstanding 36,384 35,270 36,050 35,274

Adjusted Diluted Earnings Per Share

Net Income $ 0.35 $ 0.30 $ 1.03 $ 0.84

Average number of shares outstanding 36,384 35,270 36,050 35,274

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

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Revenue $ (1,843) $ (1,615) $ (5,855) $ (4,871)

Cost of services 1,870 1,608 6,235 4,784

Rent 55 22 190 41

Depreciation & amortization 222 94 585 187

Total Non-GAAP adjustment $ 304 $ 109 $ 1,155 $ 141

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

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Cost of services $ 1,825 $ 1,430 $ 4,915 $ 3,858

General and administrative 1,553 1,050 4,109 3,001

Total Non-GAAP adjustment $ 3,378 $ 2,480 $ 9,024 $ 6,859

(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 2025 and 2026, the Company received insurance proceeds related to the property which were recorded in Gain on disposition of property and equipment, net on the Consolidated Statements of Income. This affiliate’s operations in 2026 excluding insurance gains are included in start-up operations.

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Cost of services — 40 $ — $ 85

Rent — 53 — 157

Depreciation — 3 — 8

Gain on disposition of property and equipment, net

(491) — (491) (1,061)

Total Non-GAAP adjustment $ (491) $ 96 $ (491) $ (811)

(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 $1,550 and $6,856 for the three and nine months ended September 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 26.0% for the three and nine months ended September 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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Consolidated net income

$ 11,075 $ 6,886 $ 32,266 $ 23,389

Less: Net income attributable to noncontrolling interest 1,438 805 5,028 2,448

Add: Provision for income taxes

3,119 2,518 10,849 7,970

Net interest expense 3,619 1,016 10,035 3,425

Depreciation and amortization 3,685 2,063 9,413 6,179

Consolidated EBITDA 20,060 11,678 57,535 38,515

Adjustments to Consolidated EBITDA

Add: Start-up operations(a)

27 (7) 380 (87)

Share-based compensation expense(b)

3,378 2,480 9,024 6,859

Acquisition related costs(c)

128 3,047 832 5,485

Activities associated with transitioning operations(d)

(491) 40 (491) (976)

Transition services costs(e)

1,550 — 3,214 —

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

— 34 — 101

Rent related to items (a) and (d) above 55 75 190 198

Consolidated Adjusted EBITDA 24,707 17,347 70,684 50,095

Rent—cost of services 13,796 12,063 40,322 35,703

Rent related to items (a) and (d) above (55) (75) (190) (198)

Adjusted rent—cost of services 13,741 11,988 40,132 35,505

Consolidated Adjusted EBITDAR(g)

$ 38,448 $ 110,816

(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 September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net income attributable to The Pennant Group, Inc. $ 9,637 $ 6,081 $ 27,238 $ 20,941

Add: Provision for income taxes

3,119 2,518 10,849 7,970

Net interest expense 3,619 1,016 10,035 3,425

Depreciation and amortization 3,685 2,063 9,413 6,179

Consolidated EBITDA 20,060 11,678 57,535 38,515

Adjustments to Consolidated EBITDA

Add: Start-up operations(a)

27 (7) 380 (87)

Share-based compensation expense(b)

3,378 2,480 9,024 6,859

Acquisition related costs(c)

128 3,047 832 5,485

Activities associated with transitioning operations(d)

(491) 40 (491) (976)

Transition services costs(e)

1,550 — 3,214 —

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

— 34 — 101

Rent related to items (a) and (d) above 55 75 190 198

Consolidated Adjusted EBITDA 24,707 17,347 70,684 50,095

Add: Net Income attributable to noncontrolling interest (“NCI”) 1,438 805 5,028 2,448

Consolidated Adjusted EBITDA prior to NCI $ 26,145 $ 18,152 $ 75,712 $ 52,543

(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 September 30, 2026

Revenue $ 239,813 $ 60,595 $ 1,843 $ 302,251

Segment Cost of Services 198,448 44,411

Segment Adjusted EBITDAR from Operations $ 41,365 $ 16,184 $ 57,549

Three Months Ended September 30, 2025

Revenue $ 173,545 $ 53,880 $ 1,614 $ 229,039

Segment Cost of Services 144,475 38,572

Segment Adjusted EBITDAR from Operations $ 29,070 $ 15,308 $ 44,378

Home Health and Hospice Services Senior Living Services All Other Total

Nine Months Ended September 30, 2026

Revenue $ 705,998 $ 173,746 $ 5,855 $ 885,599

Segment Cost of Services 586,881 125,336

Segment Adjusted EBITDAR from Operations $ 119,117 $ 48,410 $ 167,527

Nine Months Ended September 30, 2025

Revenue $ 498,236 $ 155,276 $ 4,870 $ 658,382

Segment Cost of Services 414,209 110,731

Segment Adjusted EBITDAR from Operations $ 84,027 $ 44,545 $ 128,572

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

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Segment Adjusted EBITDAR from Operations(a)

$ 57,549 $ 44,378 $ 167,527 $ 128,572

Less: Unallocated corporate expenses 19,101 15,043 56,711 42,972

Depreciation and amortization 3,685 2,063 9,413 6,179

Rent—cost of services 13,796 12,063 40,322 35,703

Income from equity method investment 1,379 — 1,749 —

Other income (78) 182 402 368

Adjustments to Segment EBITDAR from Operations:

Less: Start-up operations(b)

27 (7) 380 (87)

Share-based compensation expense(c)

3,378 2,480 9,024 6,859

Acquisition related costs(d)

128 3,047 832 5,485

Activities associated with transitioning operations(e)

(491) 40 (491) (976)

Transition services costs(f)

1,550 — 3,214 —

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

— 34 — 101

Add: Net income attributable to noncontrolling interest

1,438 805 5,028 2,448

Income from operations $ 16,512 $ 10,238 $ 50,999 $ 34,416

(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 as defined above. 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 2025 and 2026, the Company received insurance proceeds related to the property which were recorded in Gain on disposition of property and equipment, net on the Consolidated Statements of Income. This affiliate’s operations in 2026 excluding insurance gains are 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 $1,550 and $6,856 for the three and nine months ended September 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 September 30,

Home Health and Hospice Senior Living

2026 2025 2026 2025

Segment Adjusted EBITDAR from Operations $ 41,365 $ 29,070 $ 16,184 $ 15,308

Less: Rent—cost of services 3,296 2,277 10,499 9,786

Rent related to start-up and transitioning operations — (22) (55) (53)

Segment Adjusted EBITDA from Operations $ 38,069 $ 26,815 $ 5,740 $ 5,575

Nine Months Ended September 30,

Home Health and Hospice Senior Living

2026 2025 2026 2025

Segment Adjusted EBITDAR from Operations $ 119,117 $ 84,027 $ 48,410 $ 44,545

Less: Rent—cost of services 9,740 6,645 30,582 29,058

Rent related to start-up and transitioning operations (26) (41) (164) (157)

Segment Adjusted EBITDA from Operations $ 109,403 $ 77,423 $ 17,992 $ 15,644

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 "Financials" link of the Investor Relations section on Pennant’s website at http://www.pennantgroup.com.

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