Does BrightSpring (BTSG) disclose any related-party transactions with Dr. Nigam H. Shah?

BrightSpring states there have been no transactions, and no proposed transactions, between Dr. Shah and the company requiring disclosure under Item 404(a) of Regulation S-K. This indicates no reportable related-party financial arrangements tied to his appointment as a director.

AI-focused Stanford leader Dr. Nigam Shah joins BrightSpring (NASDAQ: BTSG) board

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BrightSpring Health Services, Inc. expanded its board of directors from seven to eight members and appointed Dr. Nigam H. Shah as a Class III director on June 11, 2026. He will also serve on the Board’s Quality and Compliance Committee and be compensated under the company’s standard non-employee director policy.

BrightSpring plans to enter into an indemnification agreement with Dr. Shah in the same form used for its other directors and states there are no related-party transactions requiring disclosure. A press release dated June 12, 2026, describing his appointment is furnished as Exhibit 99.1. The company highlights its nationwide home- and community-based pharmacy and health services, serving over 475,000 individuals daily across all 50 states.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Board size after change: 8 directors Board size before change: 7 directors Tangible Equity Units rate: 6.75% +4 more

7 metrics

Board size after change 8 directors Number of BrightSpring directors after June 11, 2026 appointment

Board size before change 7 directors Number of BrightSpring directors before expansion on June 11, 2026

Tangible Equity Units rate 6.75% Rate on BrightSpring’s 6.75% Tangible Equity Units listed on Nasdaq

Daily individuals served over 475,000 Customers, clients and patients served daily across BrightSpring’s service lines

Geographic reach 50 states Scope of BrightSpring’s home- and community-based health services

Press release date June 12, 2026 Date of press release furnished as Exhibit 99.1

Appointment date June 11, 2026 Date Dr. Nigam H. Shah was appointed as Class III director

Key Terms

Class III director, Quality and Compliance Committee, indemnification agreement, Regulation FD Disclosure, +2 more

6 terms

Class III director regulatory

"appointed Dr. Nigam H. Shah to the Board as a Class III director to fill the resulting vacancy"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Quality and Compliance Committee regulatory

"The Board also appointed Dr. Shah to serve as a member of the Quality and Compliance Committee of the Board."

indemnification agreement regulatory

"the Company intends to enter into an indemnification agreement with Dr. Shah in substantially the same form"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. In connection with the appointment of Dr. Shah to the Board"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Tangible Equity Units financial

"6.75% Tangible Equity Units | | BTSGU | | The Nasdaq Stock Market LLC"

FAQ

What board change did BrightSpring Health Services (BTSG) announce in this 8-K?

BrightSpring increased its board size from seven to eight directors and appointed Dr. Nigam H. Shah as a Class III director. He will also join the Quality and Compliance Committee, adding expertise in healthcare data, technology, and artificial intelligence to the company’s boardroom.

Who is Dr. Nigam H. Shah, the new BrightSpring (BTSG) board member?

Dr. Nigam H. Shah is a Professor of Medicine and Biomedical Data Science at Stanford and Chief Data Scientist at Stanford Healthcare. His work focuses on using technology and artificial intelligence to improve patient outcomes, and he has co-founded companies and serves on several healthcare boards.

What committee will Dr. Nigam H. Shah serve on at BrightSpring (BTSG)?

Dr. Shah will serve on BrightSpring’s Quality and Compliance Committee. This role aligns with his background in healthcare data, clinical outcomes, and AI, supporting the company’s focus on quality and regulatory compliance in its home- and community-based care operations.

How will BrightSpring (BTSG) compensate Dr. Nigam H. Shah as a director?

Dr. Shah will be compensated according to BrightSpring’s existing policy for non-employee directors. The filing notes he will also receive an indemnification agreement in substantially the same form provided to other directors, offering customary protection for his board service.

What business does BrightSpring Health Services (BTSG) describe in this disclosure?

BrightSpring describes itself as a provider of complementary home- and community-based pharmacy and health solutions for complex populations. It delivers integrated care and clinical services in all 50 states, serving over 475,000 customers, clients, and patients every day across pharmacy, home health, and rehabilitation lines.

What exhibit did BrightSpring (BTSG) include regarding Dr. Shah’s appointment?

BrightSpring furnished a press release dated June 12, 2026 as Exhibit 99.1. The company specifies this information is furnished, not filed, under Regulation FD, meaning it is not subject to certain Exchange Act liability provisions unless later specifically incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 06/12/2026 - 04:05 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): June 11, 2026

     

BrightSpring Health Services, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41938	82-2956404
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

805 N. Whittington Parkway
Louisville, Kentucky		40222
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: 502 394-2100

     

      Not Applicable

     

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BTSG	The Nasdaq Stock Market LLC
6.75% Tangible Equity Units	BTSGU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2026, the board of directors (the “Board”) of BrightSpring Health Services, Inc. (the “Company”) increased the number of directors serving on the Board from seven (7) to eight (8) members and appointed Dr. Nigam H. Shah to the Board as a Class III director to fill the resulting vacancy. Dr. Shah will serve until his successor shall be elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal from office. The Board also appointed Dr. Shah to serve as a member of the Quality and Compliance Committee of the Board.

Dr. Shah will be compensated for his service as a director in accordance with the Company’s policy on non-employee director compensation. In connection with Dr. Shah’s appointment to the Board, the Company intends to enter into an indemnification agreement with Dr. Shah in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.

There are no arrangements or understandings between Dr. Shah and any other person pursuant to which he was selected as a director. There has been no transaction, nor is there any currently proposed transaction, between Dr. Shah and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

In connection with the appointment of Dr. Shah to the Board, the Company issued a press release on June 12, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information furnished under this Item 7.01, including Exhibit 99.1, 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 under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Press Release of BrightSpring Health Services, Inc., dated June 12, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			BRIGHTSPRING HEALTH SERVICES, INC.

Date:	June 12, 2026	By:	/s/ Jennifer Phipps
			Name: Jennifer Phipps Title: Chief Accounting Officer

BrightSpring Health Services, Inc. Welcomes Dr. Nigam H. Shah to Board of Directors

Louisville, Ky., June 12, 2026 — BrightSpring Health Services (“BrightSpring” or “the Company”) (NASDAQ: BTSG), a leading provider of home- and community-based pharmacy and health services for complex populations, announced that Dr. Nigam H. Shah was appointed as a Class III member of the Board of Directors on June 11, 2026. Dr. Shah will also serve as a member of the Board’s Quality and Compliance Committee.

Dr. Shah joined Stanford University as an Assistant Professor of Medicine in 2011, was tenured in 2015, and promoted to Professor of Medicine and Biomedical Data Science in 2020. Dr. Shah currently serves as the Chief Data Scientist at Stanford Healthcare and Associate Dean for Health Information and Data Science. His work focuses on leveraging technology and data insights to improve patient outcomes while bringing artificial intelligence (“AI”) to clinical use, safely, ethically and cost-effectively. He has co-founded three companies and serves on the Boards of Prealize Health and Atropos Health. Dr. Shah is also a co-founder of the Coalition for Health AI (CHAI).

“We are excited to welcome Dr. Nigam Shah, as a thought leader in information technology and artificial intelligence in healthcare, to our board,” said BrightSpring President and CEO Jon Rousseau. “Nigam has decades of leadership experience in the healthcare field, along with unique insights into how technology and artificial intelligence can drive both clinician and patient success, from the lens of a researcher and business leader. Dr. Shah will be a valued voice as we continue to work to create better solutions for patients and address healthcare challenges and opportunities.”

“I’m honored to join BrightSpring as a new Board member to help them succeed in their mission to better the lives of patients and improve communities,” said Dr. Nigam Shah. “It has long been my focus to make a difference in healthcare through technology. I believe my years of service in business and as a professor and researcher will bring a unique perspective to further the use of technology and AI for BrightSpring, patients, and other key stakeholders in healthcare.”

Throughout his career, Dr. Shah has received countless awards and recognitions for his work, including being a Fellow of the Association of American Physicians, a Fellow of the American College of Medical Informatics, a Stanford ISP Star Award, and being inducted into the American Society for Clinical Investigation.

# # #

About BrightSpring Health Services

BrightSpring Health Services provides complementary home- and community-based health solutions for complex populations in need of specialized and/or chronic care. Through the Company’s service lines, including pharmacy, home health care, and rehabilitation, we provide comprehensive and more integrated care and clinical solutions in all 50 states to over 475,000 customers, clients and patients daily. BrightSpring has consistently demonstrated strong and industry-leading quality metrics across its services lines, while improving the health and quality of life for high-need individuals and reducing overall healthcare system costs.

Contact

Investor Relations:

David Deuchler, CFA

Gilmartin Group LLC

ir@brightspringhealth.com

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Press Releases

EX-99.1 EX-99.1 14.5 KB