BrightSpring Announces Pricing of Secondary Offering of Common Stock and Concurrent Share Repurchase

Rhea-AI Summary

BrightSpring Health Services (NASDAQ: BTSG) priced an underwritten secondary offering of 15,000,000 common shares by selling stockholders, with no shares issued by BrightSpring and proceeds paid to the sellers. The offering is expected to close on October 22, 2025, subject to customary conditions.

Subject to closing, BrightSpring authorized a concurrent repurchase of 1,500,000 of those shares from the underwriter at the same per-share price; the underwriter will not receive fees on the repurchased shares. BofA Securities is sole book-running manager. The offering will be made by prospectus supplement under the company’s Form S-3 shelf registration.

Positive

• Concurrent repurchase of 1,500,000 shares authorized
• Underwriter fee relief: no underwriting fee on repurchased shares
• Offer closing date expected on October 22, 2025

Negative

• 15,000,000 shares are being sold by existing holders (potential increased supply)
• Up to 13,500,000 shares may be offered into the market after the 1,500,000 repurchase
• Company receives no proceeds from the secondary offering

Insights

Capital Markets Strategist

Secondary sale of 15,000,000 shares by existing holders with a concurrent 1,500,000-share repurchase; neutral near-term impact.

BrightSpring shareholders (the “Selling Stockholders”) will sell an aggregate 15,000,000 shares of common stock, with the company receiving no proceeds; the offering is expected to close on October 22, 2025. Concurrently, BrightSpring has authorized the purchase of 1,500,000 shares out of those sold at the same per-share price, and the underwriter will not receive fees on repurchased shares. The shelf registration that permits this transaction became effective on June 10, 2025, and BofA Securities is the sole book-running manager.

The business mechanism is straightforward: existing holders monetize stock while the company buys back a limited subset of those shares from the underwriter. This does not raise capital for BrightSpring because no shares are sold by the company; the repurchase reduces the net offload by 1,500,000 shares but still leaves a substantial block available for the market. Key dependencies include the closing on October 22, 2025 and customary closing conditions noted in the notice.

Watch the actual volume and timing of secondary share sales after closing and the completion of the 1,500,000-share repurchase, both expected to occur simultaneously on close. Monitor filings and trading statements for exact share counts sold into the market and any subsequent disclosures about insider ownership changes; near-term market supply is the primary observable driver over the next few trading sessions.

LOUISVILLE, Ky., Oct. 20, 2025 (GLOBE NEWSWIRE) -- BrightSpring Health Services, Inc. (NASDAQ: BTSG) (“BrightSpring” or the “Company”), a leading provider of home and community-based health services for complex populations, today announced the pricing of the previously announced underwritten secondary offering by certain of its stockholders (the “Selling Stockholders”), including an affiliate of Kohlberg Kravis Roberts & Co. L.P. and certain members of management, of an aggregate 15,000,000 shares of common stock of BrightSpring. No shares are being sold by BrightSpring in the offering. The Selling Stockholders will receive all of the proceeds from this offering. The offering is expected to close on October 22, 2025, subject to customary closing conditions.

In addition, the Company has authorized, subject to the completion of the offering, the concurrent purchase from the underwriter, out of the 15,000,000 shares of common stock being sold as part of the secondary public offering, 1,500,000 shares of common stock at a price per share equal to the price per share to be paid by the underwriter to the Selling Stockholders. The underwriter will not receive any underwriting fees for the shares being repurchased by the Company. The closing of the share repurchase is conditioned on, and expected to occur simultaneously with, the closing of the offering. The offering is not conditioned upon the completion of the share repurchase.

BofA Securities is acting as the sole book-running manager for the offering. The underwriter proposes to offer the shares of common stock, other than shares subject to the share repurchase, from time to time for sale in one or more transactions on the Nasdaq Global Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

A shelf registration statement (including a prospectus) on Form S-3 relating to these securities was filed with the Securities and Exchange Commission on June 10, 2025 and became automatically effective upon filing. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplement and accompanying prospectus for the offering may be obtained from BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC, 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com.

Forward Looking Statements

The statements contained in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on BrightSpring’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. These expectations, beliefs, and projections are expressed in good faith and BrightSpring believes there is a reasonable basis for them. However, there can be no assurance that these expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond BrightSpring’s control. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in BrightSpring’s filings with the SEC under caption “Risk Factors,” including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent other filings BrightSpring makes with the SEC from time to time. Any forward-looking statement in this press release speaks only as of the date of this release. BrightSpring undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Contacts

Investor Relations:
David Deuchler, CFA
Gilmartin Group LLC
ir@brightspringhealth.com

or

Media Contact:
Leigh White
leigh.white@brightspringhealth.com
502.630.7412

FAQ

What did BrightSpring (BTSG) announce on October 21, 2025 about a stock offering?

BrightSpring announced pricing of a secondary offering of 15,000,000 shares by selling stockholders, expected to close on October 22, 2025.

Will BrightSpring (BTSG) sell new shares in the October 2025 offering?

No; the release states no shares are being sold by BrightSpring; all proceeds go to the selling stockholders.

How many shares will BrightSpring (BTSG) repurchase concurrently with the offering?

The company authorized a concurrent repurchase of 1,500,000 shares at the same per-share price paid to the selling stockholders.

When is the BrightSpring (BTSG) offering expected to close?

The offering is expected to close on or about October 22, 2025, subject to customary closing conditions.

Who is managing the BrightSpring (BTSG) secondary offering?

BofA Securities is acting as the sole book-running manager for the offering.

How will the underwriter sell the BrightSpring (BTSG) shares not repurchased by the company?

The underwriter may sell the shares on Nasdaq, in the over-the-counter market, through negotiated transactions, or otherwise at prevailing or negotiated prices.