0001766400FALSE00017664002025-10-022025-10-02
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): October 2, 2025 (October 1, 2025)
The Pennant Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-38900 |
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83-3349931 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1675 E Riverside Drive, Suite 150, |
Eagle, ID 83616 |
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Registrant's telephone number, including area code: (208) 506-6100
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| 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 2.01. Completion of Acquisition or Disposition of Assets.
On October 1, 2025, The Pennant Group, Inc. (the “Company”) consummated the previously announced acquisitions contemplated by that certain Purchase Agreement (the “Purchase Agreement”), dated April 30, 2025, as amended by the First Amendment to Purchase Agreement dated October 1, 2025 (the “Amendment”), by and among the Company, its wholly-owned subsidiaries, Cornerstone Healthcare, Inc. (“Equity Buyer”) and Tensaw River Healthcare LLC (“Asset Buyer”), and UnitedHealth Group Incorporated (“UnitedHealth”), Amedisys, Inc. (“Amedisys”) and certain other sellers (collectively, the “Sellers”). Pursuant to the Purchase Agreement, as amended by the Amendment, Entity Buyer agreed to acquire from the Sellers certain equity interests in, and Asset Buyer agreed to acquire from the Sellers certain assets of, certain subsidiaries of UnitedHealth and Amedisys related to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”).
The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material relationships between the Company, its affiliates, and the Sellers.
Item 7.01. Regulation FD Disclosure.
On October 2, 2025, the Company published a press release announcing the closing of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed 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 registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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Press Release of the Company dated October 2, 2025 announcing the closing of the Transaction. |
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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.
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| Dated: October 2, 2025 |
THE PENNANT GROUP, INC. |
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By: |
/s/ BRENT J. GUERISOLI |
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Brent J. Guerisoli |
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Chief Executive Officer |
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EX-99.1
2
pntg-2025uhgpurchase.htm
EX-99.1
Document
EX-99.1 Press Release
Pennant Completes Purchase of Tennessee, Georgia and Alabama Operations from UnitedHealth Group and Amedisys
EAGLE, Idaho, October 2, 2025 – The Pennant Group, Inc. (NASDAQ: PNTG), the parent company of the Pennant group of affiliated home health, hospice, home care and senior living companies, announced today that on October 1, 2025, it acquired certain operations from UnitedHealth Group Incorporated (“UnitedHealth”). The operations were divested pursuant to UnitedHealth’s and Amedisys Inc.’s (“Amedisys”) antitrust settlement with the United States Justice Department.
Pennant is purchasing divested home health, hospice and personal care services in Tennessee, Georgia and Alabama for a combined purchase price of $146.5 million. The asset package includes 54 locations.
The acquired agencies are primarily located in Tennessee, a certificate of need state. Approximately two-thirds of the revenue is connected to home health and one-third to hospice. Pennant and UnitedHealth have a transition services agreement in place to facilitate a smooth transition, and Pennant has prepared throughout 2025 to execute on the transaction.
“This marks an exciting new chapter in Pennant’s growth journey,” said Brent Guerisoli, Pennant's Chief Executive Officer. “Entering the Southeast is a strategic move for us, and we do so from a position of strength, building on proven leadership, operational excellence, and a clear vision for the future. This acquisition opens the door for emerging leaders in this new region to grow within Pennant’s innovative platform.”
“We are pleased to welcome these exceptional teams into the Pennant family,” said John Gochnour, Pennant’s Chief Operating Officer. “They are among the leading operators in our industries, and their commitment to clinical excellence and deep local ties to the region make this an exciting combination. We look forward to bringing these agencies into our portfolio and bringing the Pennant operating model to the Southeast United States.”
Mr. Guerisoli reiterated that Pennant will continue to pursue opportunities for growth in the home health, hospice and senior living industries, targeting strategic and underperforming operations of all sizes.
Pennant was advised on legal matters by Robinson & Cole LLP and Paul Hastings LLP, with Truist Securities serving as financial advisor on the transaction.
About Pennant
The Pennant Group, Inc. is a holding company of independent operating subsidiaries that provide healthcare services through home health and hospice agencies and senior living communities located throughout Arizona, California, Colorado, Connecticut, 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.
Contact Information
The Pennant Group, Inc.
(208) 401-1400
ir@pennantgroup.com
SOURCE: The Pennant Group, Inc.
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