BrightSpring Announces Secondary Offering of Common Stock and Concurrent Share Repurchase

Rhea-AI Summary

BrightSpring Health Services (NASDAQ: BTSG) announced on October 20, 2025 that certain selling stockholders, including an affiliate of Kohlberg Kravis Roberts and certain management, intend to offer an aggregate of 15,000,000 shares of common stock in a secondary offering; no shares are being sold by BrightSpring and the selling stockholders will receive all proceeds.

The company also authorized, subject to the offering closing, a concurrent repurchase from the underwriter of up to the lesser of 10% of the shares sold or $50.0 million at the offering price; the repurchase is conditioned on closing and expected to occur simultaneously with the offering.

Positive

• Company authorized repurchase up to $50.0 million
• Repurchase could offset up to 10% of offered shares

Negative

• 15,000,000 shares will be sold by existing holders (increased supply)
• Company receives no proceeds from the secondary offering

Insights

Capital Markets Strategist

Secondary sale of 15,000,000 shares by insiders and KKR with a conditional, limited company buyback; market impact mixed but not directly dilutive.

The transaction is a pure secondary offering: BrightSpring will sell no shares and will not receive proceeds; the Selling Stockholders (including an affiliate of KKR and management) will sell an aggregate of 15,000,000 shares. The company authorised a concurrent repurchase from the underwriter of up to the lesser of 10% of the shares sold or $50.0 million at the same underwriting price, with the repurchase expected to close simultaneously with the offering.

Because this is not an issuance of new shares, there is no direct dilution to existing holders, but the large planned sale increases free float and may add selling pressure once shares trade. Important items to watch near-term include whether the underwriter executes the repurchase, the final offering price and pace of secondary sales, and the actual number of shares the company repurchases at closing; these events should be observable around the offering closing date.

Corporate Governance and Liquidity Analyst

Large insider/PE liquidity event paired with modest company support; governance and supply-demand effects matter more than fundamentals.

The announcement signals liquidity for large holders rather than a capital raise for BrightSpring; the underwriter will sell remaining shares on market or via negotiated transactions, increasing immediate supply. The company’s authorised repurchase of up to 10% of the offering or $50.0 million provides partial demand support but does not eliminate supply from selling stockholders.

Key risks and checkpoints include the final executed repurchase size (will it hit the $50.0 million cap?), the identity and scale of selling parties that remain after the repurchase, and trading volumes and price behavior in the days following the close; monitor the prospectus supplement and trade prints at the closing for precise figures and timing.

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 that certain of its stockholders (the “Selling Stockholders”), including an affiliate of Kohlberg Kravis Roberts & Co. L.P. and certain members of management, intend to offer for sale in a secondary offering an aggregate of 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.

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, a number of shares having an aggregate purchase price of up to the lesser of 10% of the shares sold in the offering or $50.0 million 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 proposed 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 preliminary 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

How many shares are being offered in the BrightSpring (BTSG) secondary offering on October 20, 2025?

Selling stockholders intend to offer an aggregate of 15,000,000 shares of common stock.

Will BrightSpring (BTSG) receive proceeds from the October 20, 2025 secondary offering?

No; no shares are being sold by BrightSpring and the selling stockholders will receive all proceeds.

What buyback did BrightSpring (BTSG) authorize alongside the October 20, 2025 offering?

The company authorized a concurrent repurchase of up to the lesser of 10% of shares sold or $50.0 million at the offering price.

Is the BrightSpring (BTSG) share repurchase conditioned on the offering closing?

Yes; the repurchase is conditioned on and expected to occur simultaneously with the closing of the offering.

Who is managing the BrightSpring (BTSG) proposed secondary offering?

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