00020011842024Q112-31truexbrli:shares00020011842024-01-012024-03-3100020011842024-05-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q/A
Amendment No. 1
_________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______.
Commission file number 001-42011
_________________________
PACS Group, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware
92-3144268
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
262 N. University Ave.
Farmington, Utah 84025
(Address of Principal Executive Offices and Zip Code)
(801) 447-9829
Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per share
PACS
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes o   No x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyo
Emerging growth companyo
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.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o   No x
As of May 10, 2024, there were 152,399,733 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

EXPLANATORY NOTE
PACS Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which was originally filed with the Securities and Exchange Commission on May 13, 2024 (the “Form 10-Q”), to correct an administrative error in the number of shares of common stock outstanding as of May 10, 2024 shown on the cover of the Form 10-Q. The correct number of shares of common stock outstanding as of May 10, 2024 was 152,399,733. No other changes have been made to the Form 10-Q.
This Amendment speaks as of the original filing date of the Form 10‑Q, and does not reflect events that may have occurred after the filing of the Form 10‑Q or modify or update the disclosures made in the Form 10-Q.



Part II-—Other Information
Item 6. Exhibits
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Date
Filed/
Furnished
Herewith
8-K
001-42011
3.1
4/15/2024
8-K
001-42011
3.2
4/15/2024
S‑1/A
333-277893
4.1
4/8/2024
S-1
333-277893
10.2
3/13/2024
8-K
001-42011
10.1
4/15/2024
8-K
001-42011
10.2
4/15/2024
S-1/A
333-277893
10.3
4/1/2024
S‑8
333-277893
99.1
4/11/2024
S‑8
333-277893
99.2
4/11/2024
S‑8
333-277893
99.3
4/11/2024
S‑8
333-277893
99.4
4/11/2024
S‑8
333-277893
99.5
4/11/2024
10-Q001-4201110.105/13/2024
10-Q001-4201110.115/13/2024
*
*
Q10-Q001-4201132.15/13/2024
10-Q001-4201132.25/13/2024
101.INS
Inline XBRL Instance Document
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
1

101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
__________________

* Filed herewith.
# Indicates management contract or compensatory plan.
2

SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PACS GROUP, INC.
Date: May 21, 2024
By:
/s/ Jason Murray
Jason Murray
Director, Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: May 21, 2024
By:
/s/ Derick Apt
Derick Apt
Chief Financial Officer
(Principal Financial Officer)
3
Exhibit 31.1

CERTIFICATION

I, Jason Murray, certify that:

1.            I have reviewed this Quarterly Report on Form 10-Q/A of PACS Group, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: May 21, 2024
By:/s/ Jason Murray
Jason Murray
Director, Co-Founder, Chairman and Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2

CERTIFICATION

I, Derick Apt, certify that:

1.             I have reviewed this Quarterly Report on Form 10-Q/A of PACS Group, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: May 21, 2024
By:/s/ Derick Apt
Derick Apt
Chief Financial Officer
(Principal Financial Officer)


v3.24.1.1.u2
Cover - shares
 3 Months Ended
Mar. 31, 2024
May 10, 2024
Cover [Abstract]    
Document Type 10-Q/A  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 001-42011  
Entity Registrant Name PACS Group, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 92-3144268  
Entity Address, Address Line One 262 N. University Ave.  
Entity Address, City or Town Farmington  
Entity Address, State or Province UT  
Entity Address, Postal Zip Code 84025  
City Area Code 801  
Local Phone Number 447-9829  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol PACS  
Security Exchange Name NYSE  
Entity Current Reporting Status No  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   152,399,733
Entity Central Index Key 0002001184  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Current Fiscal Year End Date --12-31  
Amendment Flag true  
Amendment Description PACS Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which was originally filed with the Securities and Exchange Commission on May 13, 2024 (the “Form 10-Q”), to correct an administrative error in the number of shares of common stock outstanding as of May 10, 2024 shown on the cover of the Form 10-Q. The correct number of shares of common stock outstanding as of May 10, 2024 was 152,399,733. No other changes have been made to the Form 10-Q.This Amendment speaks as of the original filing date of the Form 10‑Q, and does not reflect events that may have occurred after the filing of the Form 10‑Q or modify or update the disclosures made in the Form 10-Q.  
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