Form 8-K

8-K — Pennant Group, Inc.

Accession: 0001766400-26-000053

Filed: 2026-05-06

Period: 2026-05-06

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-20260506.htm (Primary)

EX-99.1 (q12026earningspressrelease.htm)

GRAPHIC (pennantlogoa01a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pntg-20260506.htm · Sequence: 1

pntg-20260506

0001766400FALSE00017664002026-05-062026-05-06

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): May 6, 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 May 6, 2026, The Pennant Group, Inc. (the “Company”) issued a press release reporting the financial results of the Company for its first quarter ended March 31, 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 May 6, 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: May 6, 2026

THE PENNANT GROUP, INC.

By: /s/ LYNETTE B. WALBOM

Lynette B. Walbom

Chief Financial Officer

EX-99.1

Filename: q12026earningspressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Pennant Reports First Quarter 2026 Results

Conference Call and Webcast scheduled for tomorrow, May 7, 2026 at 10:00 am MT

EAGLE, Idaho – May 6, 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 $0.24 for the first quarter of 2026. Pennant also reported adjusted diluted earnings per share of $0.32 for the quarter(1).

First Quarter Highlights

▪Total revenue for the first quarter was $285.4 million, an increase of $75.5 million or 36.0% over the prior year quarter;

▪Net income for the first quarter was $8.5 million, a increase of $0.7 million or 9.6% over the prior year quarter;

▪Adjusted net income for the first quarter was $11.5 million, an increase of $1.9 million or 19.8% over the prior year quarter;

▪Consolidated Adjusted EBITDAR for the first quarter was $34.7 million, an increase of $6.7 million or 23.9% over the prior year quarter;

▪Consolidated Adjusted EBITDA for the first quarter was $21.7 million, an increase of $5.3 million or 32.6% over the prior year quarter;

▪Consolidated Adjusted EBITDA prior to NCI for the first quarter was $23.5 million, an increase of $6.4 million or 37.2% over the prior year quarter;

▪Home Health and Hospice Services segment revenue for the first quarter was $229.1 million, an increase of $69.2 million or 43.3% over the prior year quarter;

▪Home Health and Hospice Services segment adjusted EBITDAR from operations for the first quarter was $36.8 million, an increase of $9.5 million or 34.9% over the prior year quarter; and segment adjusted EBITDA from operations for the first quarter was $33.6 million, an increase of $8.5 million or 33.7% over the prior year quarter;

▪Total home health admissions for the first quarter were 30,721, an increase of 11,843 or 62.7% over the prior year quarter; total Medicare home health admissions for the first quarter were 13,303, an increase of 5,704 or 75.1% over the prior year quarter;

▪Hospice average daily census for the first quarter was 5,199, an increase of 1,405 or 37.0% compared to the prior year quarter;

▪Senior Living Services segment revenue for the first quarter was $56.3 million, an increase of $6.3 million or 12.6% over the prior year quarter; average occupancy for the first quarter was 78.6%, an increase of 10 basis points over the prior year quarter, and average monthly revenue per occupied room for the first quarter was $5,388, an increase of $195 or 3.8% over the prior year quarter;

▪Senior Living segment adjusted EBITDAR from operations for the first quarter was $16.3 million, an increase of $1.8 million or 12.6% over the prior year quarter; and segment adjusted EBITDA from operations for the first quarter was $6.4 million, an increase of $1.5 million or 30.6% over the prior year quarter.

(1)

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

Operating Results

“Pennant is off to a strong start in 2026,” said Brent Guerisoli, the Company’s Chief Executive Officer. “After a year of dramatic expansion, we are driving operational excellence across both segments, including at our newly-acquired operations in the southeast, even as we complete their integration. That process is unfolding in line with our expectations, and we now have two of five waves of operations fully transitioned, leaders in place across the acquired agencies, and a total census above acquisition levels. When paired with the momentum in our mature businesses, we have the ingredients for a successful year.”

“Our mature operations continue to grow and deliver compelling results,” said John Gochnour, the Company’s Chief Operating Officer. “We have maintained rigor across our operations, where we are pushing for operational excellence at every level. Despite the heavy demands of integrating over 50 operations in the southeast and the headwinds of a 1.3% home health reimbursement cut, our same store margins improved, we saw strong year over year organic census and occupancy growth, and clinical outcomes continued to excel. As we continue to transition new operations and incrementally reduce duplicative expenses, we will unlock additional latent potential across our operations and drive margins toward our long term targets.”

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 months ended March 31, 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, May 7, 2026 at 10:00 a.m. Mountain time (12:00 p.m. Eastern time) to discuss Pennant’s first 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 174 home health and hospice agencies and 63 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 March 31,

2026 2025

Revenue $ 285,364 $ 209,842

Expense:

Cost of services 232,662 168,745

Rent—cost of services 13,098 11,715

General and administrative expense 19,687 14,840

Depreciation and amortization 2,616 1,892

Total expenses 268,063 197,192

Income from operations 17,301 12,650

Other expense, net:

Other expense (146) (69)

Interest expense, net (3,068) (1,205)

Other expense, net (3,214) (1,274)

Income before provision for income taxes 14,087 11,376

Provision for income taxes 3,794 2,854

Net income 10,293 8,522

Less: Net income attributable to noncontrolling interest 1,774 747

Net income attributable to The Pennant Group, Inc. $ 8,519 $ 7,775

Earnings per share:

Basic $ 0.25 $ 0.23

Diluted $ 0.24 $ 0.22

Weighted average common shares outstanding:

Basic 34,726 34,471

Diluted 35,757 35,202

THE PENNANT GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

March 31, 2026 December 31, 2025

Assets

Current assets:

Cash $ 4,912 $ 17,024

Accounts receivable—less allowance for doubtful accounts of $701 and $681, at March 31, 2026 and December 31, 2025 respectively

122,820 123,109

Prepaid expenses and other current assets 25,092 27,273

Total current assets 152,824 167,406

Property and equipment, net 63,973 60,984

Operating lease right-of-use assets 273,179 275,947

Deferred tax assets, net 54 478

Restricted and other assets 29,766 26,676

Goodwill 237,246 237,246

Other indefinite-lived intangibles 199,442 199,442

Total assets $ 956,484 $ 968,179

Liabilities and equity

Current liabilities:

Accounts payable $ 22,798 $ 25,171

Accrued wages and related liabilities 40,303 65,229

Operating lease liabilities—current 25,557 25,013

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

Other accrued liabilities 34,917 26,851

Total current liabilities 128,575 147,264

Long-term operating lease liabilities—less current portion 251,258 254,311

Deferred tax liabilities, net 1,317 150

Other long-term liabilities 21,230 23,365

Long-term debt 164,668 168,837

Total liabilities 567,048 593,927

Commitments and contingencies

Equity:

Common stock, $0.001 par value; 100,000 shares authorized; 34,992 and 34,746 shares issued and outstanding at March 31, 2026, respectively; and 34,878 and 34,626 shares issued and outstanding at December 31, 2025, respectively

35 35

Additional paid-in capital 250,724 245,833

Retained earnings 95,319 86,800

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

(65) (65)

Total The Pennant Group, Inc. stockholders’ equity 346,013 332,603

Noncontrolling interest 43,423 41,649

Total equity 389,436 374,252

Total liabilities and equity $ 956,484 $ 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:

Three Months Ended March 31,

2026 2025

Net cash used in operating activities $ (3,405) $ (21,229)

Net cash used in investing activities (5,380) (50,301)

Net cash (used in) provided by financing activities (3,327) 52,505

Net decrease in cash (12,112) (19,025)

Cash beginning of period 17,024 24,246

Cash end of period $ 4,912 $ 5,221

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 March 31,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Home health and hospice services

Home health $ 115,416 40.4 % $ 74,118 35.3 %

Hospice 99,159 34.7 70,586 33.6

Home care and other(a)

14,514 5.2 15,166 7.2

Total home health and hospice services 229,089 80.3 159,870 76.1

Senior living services 56,275 19.7 49,972 23.9

Total revenue $ 285,364 100.0 % $ 209,842 100.0 %

(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 March 31,

2026 2025 Change % Change

Total agency results:

Home health and hospice revenue $ 229,089 $ 159,870 $ 69,219 43.3 %

Home health services:

Total home health admissions 30,721 18,878 11,843 62.7 %

Total Medicare home health admissions 13,303 7,599 5,704 75.1 %

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

$ 3,689 $ 3,698 $ (9) (0.2) %

Hospice services:

Total hospice admissions 4,805 3,783 1,022 27.0 %

Average daily census 5,199 3,794 1,405 37.0 %

Hospice Medicare revenue per day $ 192 $ 190 $ 2 1.1 %

Three Months Ended March 31,

2026 2025 Change % Change

Same agency(b) results:

Home health and hospice revenue $ 159,917 $ 143,949 $ 15,968 11.1 %

Home health services:

Total home health admissions 18,264 17,268 996 5.8 %

Total Medicare home health admissions 7,693 7,048 645 9.2 %

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

$ 3,782 $ 3,706 $ 76 2.1 %

Hospice services:

Total hospice admissions 3,579 3,534 45 1.3 %

Average daily census 3,952 3,585 367 10.2 %

Hospice Medicare revenue per day $ 189 $ 183 $ 6 3.3 %

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

Three Months Ended March 31,

2026 2025 Change % Change

Total senior living results:

Senior living revenue $ 56,275 $ 49,972 $ 6,303 12.6 %

Occupancy 78.6 % 78.5 % 0.1 %

Average monthly revenue per occupied unit $ 5,388 $ 5,193 $ 195 3.8 %

Three Months Ended March 31,

2026 2025 Change % Change

Same store senior living(a) results:

Senior living revenue $ 51,550 $ 47,969 $ 3,581 7.5 %

Occupancy 81.0 % 79.2 % 1.8 %

Average monthly revenue per occupied unit $ 5,378 $ 5,093 $ 285 5.6 %

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 March 31,

2026 2025

Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage

Revenue:

Medicare $ 144,858 50.8 % $ 101,125 48.2 %

Medicaid 37,321 13.1 27,338 13.0

Subtotal 182,179 63.9 128,463 61.2

Managed care 45,727 16.0 30,714 14.6

Private and other(a)

57,458 20.1 50,665 24.2

Total revenue $ 285,364 100.0 % $ 209,842 100.0 %

(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 March 31,

2026 2025

Net income attributable to The Pennant Group, Inc. $ 8,519 $ 7,775

Non-GAAP adjustments

Costs at start-up operations(a)

539 93

Share-based compensation expense(b)

2,589 2,167

Acquisition related costs(c)

354 272

Activities associated with transitioning operations(d)

— 75

Transition services costs(e)

407 —

Unusual, non-recurring or redundant charges(f)

— 51

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

(880) (809)

Non-GAAP net income $ 11,528 $ 9,624

Dilutive Earnings Per Share As Reported

Net Income $ 0.24 $ 0.22

Average number of shares outstanding 35,757 35,202

Adjusted Diluted Earnings Per Share

Net Income $ 0.32 $ 0.27

Average number of shares outstanding 35,757 35,202

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

Three Months Ended March 31,

2026 2025

Revenue $ (1,877) $ (865)

Cost of services 2,172 943

Rent 68 7

Depreciation & amortization 176 8

Total Non-GAAP adjustment $ 539 $ 93

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

Three Months Ended March 31,

2026 2025

Cost of services $ 1,418 $ 1,195

General and administrative 1,171 972

Total Non-GAAP adjustment $ 2,589 $ 2,167

(d) During 2025, an affiliate of the Company held its memory care units in transition and is converting the facility into an assisted living community.

Three Months Ended March 31,

2026 2025

Cost of services $ — $ 20

Rent — 52

Depreciation — 3

Total Non-GAAP adjustment $ — $ 75

(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 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 $2,815 for the three months ended March 31, 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 months ended March 31, 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 March 31,

2026 2025

Consolidated net income

$ 10,293 $ 8,522

Less: Net income attributable to noncontrolling interest 1,774 747

Add: Provision for income taxes

3,794 2,854

Net interest expense 3,068 1,205

Depreciation and amortization 2,616 1,892

Consolidated EBITDA 17,997 13,726

Adjustments to Consolidated EBITDA

Add: Start-up operations(a)

295 78

Share-based compensation expense(b)

2,589 2,167

Acquisition related costs(c)

354 272

Activities associated with transitioning operations(d)

— 20

Transition services costs(e)

407 —

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

— 51

Rent related to items (a) and (d) above 68 59

Consolidated Adjusted EBITDA 21,710 16,373

Rent—cost of services 13,098 11,715

Rent related to items (a) and (d) above (68) (59)

Adjusted rent—cost of services 13,030 11,656

Consolidated Adjusted EBITDAR(g)

$ 34,740

(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.

(c) Non-capitalizable costs associated with acquisitions and write-offs for amounts in dispute with the prior owners of certain acquired operations.

(d) During 2025, an affiliate of the Company held its memory care units in transition and is converting the facility into an assisted living community.

(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 March 31,

2026 2025

Net income attributable to The Pennant Group, Inc. $ 8,519 $ 7,775

Add: Provision for income taxes

3,794 2,854

Net interest expense 3,068 1,205

Depreciation and amortization 2,616 1,892

Consolidated EBITDA 17,997 13,726

Adjustments to Consolidated EBITDA

Add: Start-up operations(a)

295 78

Share-based compensation expense(b)

2,589 2,167

Acquisition related costs(c)

354 272

Activities associated with transitioning operations(d)

— 20

Transition services costs(e)

407 —

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

— 51

Rent related to items (a) and (d) above 68 59

Consolidated Adjusted EBITDA 21,710 16,373

Add: Net Income attributable to noncontrolling interest (“NCI”) 1,774 747

Consolidated Adjusted EBITDA prior to NCI $ 23,484 $ 17,120

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

(c) Non-capitalizable costs associated with acquisitions and write-offs for amounts in dispute with the prior owners of certain acquired operations.

(d) During 2025, an affiliate of the Company held its memory care units in transition and is converting the facility into an assisted living community.

(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 March 31, 2026

Revenue $ 228,832 $ 54,654 $ 1,878 $ 285,364

Segment Cost of Services 192,031 38,390

Segment Adjusted EBITDAR from Operations $ 36,801 $ 16,264 $ 53,065

Three Months Ended March 31, 2025

Revenue $ 159,443 $ 49,534 $ 865 $ 209,842

Segment Cost of Services 132,169 35,085

Segment Adjusted EBITDAR from Operations $ 27,274 $ 14,449 $ 41,723

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

Three Months Ended March 31,

2026 2025

Segment Adjusted EBITDAR from Operations(a)

$ 53,065 $ 41,723

Less: Unallocated corporate expenses 18,325 13,694

Less: Depreciation and amortization 2,616 1,892

Rent—cost of services 13,098 11,715

Other income (146) (69)

Adjustments to Segment EBITDAR from Operations:

Less: Start-up operations(b)

295 78

Share-based compensation expense(c)

2,589 2,167

Acquisition related costs(d)

354 272

Activities associated with transitioning operations(e)

— 20

Transition services costs(f)

407 —

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

— 51

Add: Net income attributable to noncontrolling interest

1,774 747

Income from operations $ 17,301 $ 12,650

(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 and write-offs for amounts in dispute with the prior owners of certain acquired operations.

(e) During 2025, an affiliate of the Company held its memory care units in transition and is converting the facility into an assisted living community.

(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 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 $2,815 for the three months ended March 31, 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 March 31,

Home Health and Hospice Senior Living

2026 2025 2026 2025

Segment Adjusted EBITDAR from Operations $ 36,801 $ 27,274 $ 16,264 $ 14,449

Less: Rent—cost of services 3,214 2,142 9,885 9,573

Rent related to start-up and transitioning operations (13) (7) (55) (52)

Segment Adjusted EBITDA from Operations $ 33,600 $ 25,139 $ 6,434 $ 4,928

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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