BTSG secondary by selling holders; company buys back 1,500,000 shares

Rhea-AI Filing Summary

BrightSpring Health Services (BTSG) disclosed an underwritten secondary offering of 15,000,000 shares of common stock by selling stockholders, including KKR Phoenix Aggregator L.P., under an automatic shelf on Form S-3ASR. The closing of the offering and related share repurchase occurred on October 22, 2025.

The Company did not receive proceeds from the offering, other than cash received from Management Selling Stockholders’ stock option exercises in connection with the transaction. BrightSpring repurchased 1,500,000 shares from the underwriter as part of the offering, and the underwriter did not receive underwriting fees on the repurchased shares. The underwriting agreement includes customary representations, conditions, and indemnification provisions.

Insights

Capital markets analyst

Secondary sale by sponsors; company executes a concurrent buyback.

The transaction is a secondary offering of 15,000,000 shares sold by existing holders, which means proceeds go to the selling stockholders rather than the company. The company notes cash only from option exercises tied to management participants, indicating no primary capital raise.

BrightSpring also repurchased 1,500,000 shares from the underwriter within the deal. The underwriter waived fees on those repurchased shares, which modestly reduces frictional costs. The agreement is described as customary, with standard indemnities and closing conditions.

The closing occurred on October 22, 2025. Actual market impact hinges on holder supply and the scale of the repurchase relative to float, which isn’t quantified here beyond the 1,500,000-share figure.

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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): October 20, 2025

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 1.01 Entry into a Material Definitive Agreement.

On October 20, 2025, 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 BofA Securities, Inc. (the “Underwriter”), relating to an underwritten offering (the “Offering”) of 15,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The closing of the Offering and the Share Repurchase (as defined below) occurred on October 22, 2025.

Pursuant to the Underwriting Agreement, all 15,000,000 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 1,500,000 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 October 20, 2025 and October 21, 2025, 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.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of October 20, 2025, by and among BrightSpring Health Services, Inc., the Selling Stockholders, and BofA Securities, Inc.
5.1		Opinion of Barnes & Thornburg LLP.
23.1		Consent of Barnes & Thornburg LLP (included in Exhibit 5.1).
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:	October 22, 2025	By:	/s/ Jennifer Phipps
		Name: Title:	Jennifer Phipps Executive Vice President and Chief Financial Officer

FAQ

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

An underwritten secondary offering of 15,000,000 shares of common stock by selling stockholders, which closed on October 22, 2025.

Did BrightSpring (BTSG) receive proceeds from the offering?

No. The company did not receive proceeds from the offering, other than cash from management stock option exercises connected to the transaction.

Did BrightSpring repurchase shares as part of the transaction?

Yes. BrightSpring repurchased 1,500,000 shares from the underwriter, and the underwriter received no underwriting fees on those shares.

Who were the selling stockholders in the BrightSpring offering?

They included KKR Phoenix Aggregator L.P. and Management Selling Stockholders.

Under what registration was the BrightSpring secondary offering made?

It was made under an automatic shelf registration statement on Form S-3ASR (File No. 333-287916).

When did the BrightSpring offering and repurchase close?

The offering and the share repurchase closed on October 22, 2025.