Current Report · Items 1.01, 2.03, 7.01, 9.01 · 8-K
ENSIGN GROUP, INC
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On August 19, 2026, The Ensign Group, Inc. ("Ensign" or the "Company"), Standard Bearer Healthcare REIT, Inc., Truist Bank, as administrative agent, and the lenders party thereto entered into the Fourth Amended and Restated Credit Agreement (the Credit Facility) which amended and restated the Third Amended and Restated Credit Agreement as of O…
Filed Aug 20, 2026Accepted Aug 20, 2026, 4:09 PM EDTCIK 1125376Accession 0001125376-26-000038
Company context
Current securities
Registered securities in this filing
Ensign Group, Inc · 8-K · Filed 2026-08-20
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, par value $0.001 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: c-1
Dimensions: Not supplied
Accession 000112537626000038 · 1 registered-security cover member
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Items 1.01, 2.03, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On August 19, 2026, The Ensign Group, Inc. ("Ensign" or the "Company"), Standard Bearer Healthcare REIT, Inc., Truist Bank, as administrative agent, and the lenders party thereto entered into the Fourth Amended and Restated Credit Agreement (the Credit Facility) which amended and restated the Third Amended and Restated Credit Agreement as of October 1, 2019, increasing the existing revolving credit facility by $200.0 million to an aggregate principal amount of up to $800.0 million and extending the maturity date of the Credit Facility to August 19, 2031. Borrowings are supported by a lending consortium arranged by Truist Bank, and the lending syndicate includes Citibank, N.A., The Huntington National Bank, U.S. Bank National Association, Wells Fargo Bank, N.A., Bank of America N.A., BMO Bank N.A., PNC National Bank, N.A, and PinnacleSynovus Bank.
The interest rates applicable to loans under the Credit Facility are, at the Company's option, at either (i) a base rate plus a margin ranging from 0.25% to 1.00% per annum or (ii) Term Secured Overnight Financing Rate (SOFR) plus a margin ranging from 1.25% to 2.00% per annum, in each case determined based on the ratio of Consolidated Total Net Debt to Consolidated EBITDA (as such terms are defined in the Credit Facility). In addition, the Company will pay a commitment fee on the unused portion of the commitments that ranges from 0.175% to 0.30% per annum, depending on the ratio of Consolidated Total Net Debt to Consolidated EBITDA. The Company will pay a drawn commitment fee that ranges from 1.25% to 2.00% per annum.
The obligations of the borrowers under the Credit Facility are joint and several, are guaranteed by certain domestic subsidiaries and are secured by liens on certain assets. Customary events of default may result in the termination of commitments and acceleration of outstanding amounts.
The foregoing description of the Credit Facility is qualified in its entirety by reference to the Fourth Amended and Restated Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures regarding the Fourth Amended and Restated Credit Agreement contained in Item 1.01 above are hereby incorporated into this Item 2.03 by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On August 20, 2026, the Company issued a press release announcing the entry into the Fourth Amended and Restated Credit Agreement (the Credit Facility). A copy of the press release is attached to this Current Report as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, 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 filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.