Item 1.01 Entry into a Material Definitive Agreement.
On March 2, 2026, BrightSpring Health Services, Inc. (the “Company”) entered into an underwriting agreement with KKR Phoenix Aggregator L.P. (the “KKR Selling Stockholder”), the Management Selling Stockholders (as defined therein) (together with the KKR Selling Stockholder, the “Selling Stockholders”), and Goldman Sachs & Co. LLC (the “Underwriter”), relating to an underwritten offering (the “Offering”) of 20,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the public offering price of $41.15 per share. The closing of the Offering and the Share Repurchase (as defined below) occurred on March 4, 2026.
Pursuant to the Underwriting Agreement, all 20,000,000 shares of Common Stock were sold by the Selling Stockholders. The Company did not receive any proceeds from the Offering, other than proceeds received in connection with the cash exercise of stock options by the Management Selling Stockholders in connection with the Offering.
The Company purchased 1,464,807 shares of Common Stock from the Underwriter as part of the Offering (the “Share Repurchase”). The Underwriter did not receive any underwriting fees for the shares of Common Stock repurchased by the Company in the Share Repurchase.
The Offering by the Selling Stockholders was made pursuant an automatic shelf registration statement on Form S-3ASR (File No. 333-287916) (the “Registration Statement”), filed on June 10, 2025 with the Securities and Exchange Commission (the “SEC”), a prospectus included in the Registration Statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on March 2, 2026 and March 3, 2026, respectively.
The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated herein by reference and filed as Exhibit 1.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
1.1 |
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Underwriting Agreement, dated as of March 2, 2026, by and among BrightSpring Health Services, Inc., the Selling Stockholders, and Goldman Sachs & Co. LLC. |
5.1 |
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Opinion of Barnes & Thornburg LLP. |
23.1 |
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Consent of Barnes & Thornburg LLP (included in Exhibit 5.1). |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
