ENSIGN GROUP, INC
For the period ended Dec 31, 2025. Filed Feb 4, 2026.
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FY2025 · Filed Feb 4, 2026
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Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this report:
(a) (1)Financial Statements:
The Financial Statements described in Part II. Item 8 and beginning on page 93 are filed as part of this Annual Report on Form 10-K.
(a) (3)Exhibits: The following exhibits are filed or furnished with or incorporated by reference this Annual Report on Form 10-K.
| Exhibit · File · Exhibit · Filing · Filed | |||||
|---|---|---|---|---|---|
| No. · Exhibit Description* · Form · No. · No. · Date · Herewith | |||||
| 3.1 | Fifth Amended and Restated Certificate of Incorporation of the Corporation, filed with the Delaware Secretary of State on November 15, 2007, and all Certificates of Amendment thereto filed with the Delaware Secretary of State through May 23, 2024. | 10-Q | 001-33757 | 3.1 | 7/25/2024 |
| 3.2 | Amended and Restated Bylaws of The Ensign Group, Inc. | 10-Q | 001-33757 | 3.2 | 12/21/2007 |
| Exhibit · File · Exhibit · Filing · Filed | ||||||
|---|---|---|---|---|---|---|
| No. | Exhibit Description* | Form | No. | No. | Date | Herewith |
| 3.3 | Amendment to the Amended and Restated Bylaws, dated August 5, 2014 | 8-K | 001-33757 | 3.2 | 8/8/2014 | |
| 3.4 | Amendment to the Amended and Restated Bylaws of The Ensign Group, Inc., dated March 15, 2024 | 10-Q | 001-33757 | 3.4 | 4/29/2025 | |
| 4.1 | Description of the Common stock of The Ensign Group, Inc. | 10-K | 001-33757 | 4.1 | 2/5/2020 | |
| 4.2 | Specimen common stock certificate | S-1 | 333-142897 | 4.1 | 10/5/2007 | |
| 10.1 | + | The Ensign Group, Inc. 2007 Omnibus Incentive Plan | S-1 | 333-142897 | 10.3 | 10/5/2007 |
| 10.2 | + | Amendment to The Ensign Group, Inc. 2007 Omnibus Incentive Plan | 8-K | 001-33757 | 99.2 | 7/28/2009 |
| 10.3 | + | Form of 2007 Omnibus Incentive Plan Notice of Grant of Stock Options; and form of Non-Incentive Stock Option Award Terms and Conditions | S-1 | 333-142797 | 10.4 | 10/5/2007 |
| 10.4 | + | Form of 2007 Omnibus Incentive Plan Restricted Stock Agreement | S-1 | 333-142897 | 10.5 | 10/5/2007 |
| 10.5 | + | Form of Indemnification Agreement entered into between The Ensign Group, Inc. and its directors, officers and certain key employees | S-1 | 333-142897 | 10.6 | 10/5/2007 |
| 10.6 | Form of Independent Consulting and Centralized Services Agreement between Ensign Facility Services, Inc. and certain of its subsidiaries | S-1 | 333-142897 | 10.41 | 5/14/2007 | |
| 10.7 | Form of Health Insurance Benefit Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Medicare program | S-1 | 333-142897 | 10.48 | 10/19/2007 | |
| 10.8 | Form of Medi-Cal Provider Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the California Medicaid program | S-1 | 333-142897 | 10.49 | 10/19/2007 | |
| 10.9 | Form of Provider Participation Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Arizona Medicaid program | S-1 | 333-142897 | 10.50 | 10/19/2007 | |
| 10.10 | Form of Contract to Provide Nursing Facility Services under the Texas Medical Assistance Program pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Texas Medicaid program | S-1 | 333-142897 | 10.51 | 10/19/2007 | |
| 10.11 | Form of Client Service Contract pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Washington Medicaid program | S-1 | 333-142897 | 10.52 | 10/19/2007 | |
| 10.12 | Form of Provider Agreement for Medicaid and UMAP pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Utah Medicaid program | S-1 | 333-142897 | 10.53 | 10/19/2007 | |
| 10.13 | Form of Medicaid Provider Agreement pursuant to which a subsidiary of The Ensign Group, Inc. participates in the Idaho Medicaid program | S-1 | 333-142897 | 10.54 | 10/19/2007 | |
| 10.14 | Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and The Ensign Group, Inc. dated October 1, 2013. | 10-K | 001-33757 | 10.74 | 2/13/2014 | |
| 10.15 | Settlement agreement dated October 1, 2013, entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (OIG-HHS) of the Department of Health and Human Services (HHS) (collectively the "United States") and the Company. | 8-K | 001-33757 | 10.75 | 5/8/2014 | |
| 10.16 | Form of Master Lease by and among certain subsidiaries of The Ensign Group, Inc. and certain subsidiaries of CareTrust REIT, Inc. | 8-K | 001-33757 | 10.1 | 6/5/2014 | |
| Exhibit · File · Exhibit · Filing · Filed | |||||||
|---|---|---|---|---|---|---|---|
| No. · Exhibit Description* · Form · No. · No. · Date · Herewith | |||||||
| 10.17 | Form of Guaranty of Master Lease by The Ensign Group, Inc. in favor of certain subsidiaries of CareTrust REIT, Inc., as landlords under the Master Leases | 8-K | 001-33757 | 10.2 | 6/5/2014 | ||
| 10.18 | Amended and Restated Credit Agreement as of February 5, 2016, by and among The Ensign Group, Inc., SunTrust Bank, now known as Truist, as administrative agent, and the lenders party thereto | 8-K | 001-33757 | 10.1 | 2/8/2016 | ||
| 10.19 | Second Amended Credit Agreement as of July 19, 2016, by and among The Ensign Group, Inc., SunTrust Bank, now known as Truist, as administrative agent, and the lenders party thereto | 8-K | 001-33757 | 10.1 | 7/25/2016 | ||
| 10.20 | The Ensign Group, Inc. 2017 Omnibus Incentive Plan | DEF 14A | 001-33757 | A | 4/13/2017 | ||
| 10.21 | Form of 2017 Omnibus Incentive Plan Notice of Grant of Stock Options; and form of Non-Incentive Stock Option Award Terms and Conditions | 10-K | 001-33757 | 10.87 | 2/8/2018 | ||
| 10.22 | Form of 2017 Omnibus Incentive Plan Restricted Stock Agreement | 10-K | 001-33757 | 10.88 | 2/8/2018 | ||
| 10.23 | Form of U.S. Department of Housing and Urban Development Healthcare Facility Note and schedule of individual subsidiary loans, by and among The Ensign Group, Inc.'s subsidiaries listed therein and U.S. Department of Housing and Urban Development | 8-K | 001-33757 | 10.1 | 1/3/2018 | ||
| 10.24 | Form of U.S. Department of Housing and Urban Development Security Instrument/Mortgage/Deed of Trust | 8-K | 001-33757 | 10.2 | 1/3/2018 | ||
| 10.25 | Third Amended and Restated Credit Agreement, dated as of October 1, 2019, by and among The Ensign Group, Inc., SunTrust Bank, now known as Truist, as administrative agent, and the lenders party thereto | 8-K | 001-33757 | 10.4 | 10/1/2019 | ||
| 10.26 | Lease Agreement, dated as of October 1, 2019, by and between The Ensign Group, Inc. and The Pennant Group, Inc. | 8-K | 001-33757 | 10.5 | 10/1/2019 | ||
| 10.27 | + | The Ensign Services, Inc. Deferred Compensation Plan | 10-K | 001-33757 | 10.1 | 2/3/2021 | |
| 10.28 | + | First Amendment to The Ensign Services, Inc. Deferred Compensation Plan | 10-K | 001-33757 | 10.2 | 2/3/2021 | |
| 10.29 | First Amendment to Third Amended and Restated Credit Agreement, dated as of February 8, 2022, by and among The Ensign Group, Inc., Standard Bearer Healthcare REIT, Inc., Truist Bank (as successor by merger to SunTrust Bank), as administrative agent, and the lenders party thereto | 10-K | 001-33757 | 10.1 | 2/9/2022 | ||
| 10.30 | Second Amendment to Third Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Ensign Group, Inc. and Truist Bank, as administrative agent, and the lenders party thereto. | 8-K | 001-33757 | 10.1 | 4/12/2022 | ||
| 10.31 | + | The Ensign Group, Inc. Amended and Restated Omnibus Incentive Plan | S-8 | 001-33757 | 4.5 | 6/26/2025 | |
| 10.32 | + | Form of Omnibus Incentive Plan Notice of Grant of Stock Options; and form of Non-Incentive Stock Option Award Terms and Conditions | 10-K | 001-33757 | 10.2 | 2/2/2023 | |
| 10.33 | + | Form of Omnibus Incentive Plan Restricted Stock Agreement | 10-K | 001-33757 | 10.3 | 2/2/2023 | |
| 10.34 | + | Form of Notice of Restricted Stock Award to the Amended and Restated Omnibus Incentive Plan of the Company; and Terms and Conditions of Restricted Stock Awards pursuant to the Amended and Restated Omnibus Incentive Plan of the Company | 10-Q | 001-33757 | 10.1 | 7/24/2025 | |
| Exhibit · File · Exhibit · Filing · Filed | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| No. · Exhibit Description* · Form · No. · No. · Date · Herewith | |||||||||
| 10.35 | + | Form of Notice of Non-Incentive Stock Option Award to the Amended and Restated Omnibus Incentive Plan of the Company ; and Terms and Conditions of Non-Incentive Stock Option Awards to the Amended and Restated Omnibus Incentive Plan of the Company | 10-Q | 001-33757 | 10.2 | 7/24/2025 | |||
| 19.1 | Statement of Company Policy Regarding Insider Trading | 10-K | 001-33757 | 19.1 | 2/5/2025 | ||||
| 19.2 | Addendum to Statement of Company Policy Regarding Insider Trading | 10-K | 001-33757 | 19.2 | 2/5/2025 | ||||
| 21.1 | Subsidiaries of The Ensign Group, Inc., as amended | X | |||||||
| 23.1 | Consent of Deloitte & Touche LLP | X | |||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||
| 97.1 | + | Policy for Recovery of Erroneously Awarded Incentive-Based Compensation | 10-K | 001-33757 | 97.0 | 2/1/2024 | |||
| 101 | Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulations S-T) | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||
| + | Indicates management contract or compensatory plan. | ||||||||
| * | Documents not filed herewith are incorporated by reference to the prior filings identified in the table above. | ||||||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.