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  4. [8-K] BrightSpring Health Services, Inc. Reports Material Event

BrightSpring (NASDAQ: BTSG) backs 15M-share secondary sale with 1M-share buyback

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BrightSpring Health Services, Inc. entered into an underwriting agreement for an underwritten secondary offering of 14,999,771 shares of its common stock at a public offering price of $58.75 per share. All of these shares were sold by existing selling stockholders, so the company itself did not receive offering proceeds.

In connection with the transaction, BrightSpring repurchased 1,026,465 shares of its common stock from the underwriter as part of the same offering, and the underwriter did not earn underwriting fees on the repurchased shares. The deal was executed under an automatic shelf registration statement on Form S-3ASR and supported by customary representations, covenants, and indemnification obligations among the company, the selling stockholders, and the underwriter.

Positive

  • None.

Negative

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Insights

Secondary sale by sponsors plus a modest share repurchase; structure is financially neutral overall.

BrightSpring Health Services, Inc. facilitated a secondary sale of 14,999,771 common shares at $58.75 per share by existing stockholders under an underwriting agreement with Goldman Sachs & Co. LLC. Because the shares came entirely from selling stockholders, the transaction does not raise new primary capital for the company.

The company simultaneously repurchased 1,026,465 shares from the underwriter as part of the offering, and the underwriter did not receive underwriting fees on those repurchased shares. This combination reduces the free float slightly relative to the full sold amount while providing liquidity for the selling stockholders, with economic impact depending on the company’s overall share count and cash position, which are not detailed here.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Secondary shares sold 14,999,771 shares Common stock sold by selling stockholders in underwritten offering
Public offering price $58.75 per share Price for BrightSpring common stock in the offering
Shares repurchased 1,026,465 shares Common stock repurchased by BrightSpring from the underwriter
Registration statement file number 333-287916 Automatic shelf registration statement on Form S-3ASR
Tangible Equity Units coupon 6.75% Coupon on BrightSpring 6.75% Tangible Equity Units listed on Nasdaq
Offering agreement date June 3, 2026 Date of underwriting agreement among BrightSpring, selling stockholders, underwriter
Closing date June 5, 2026 Closing of the offering and related share repurchase
underwriting agreement financial
"entered into an underwriting agreement with KKR Phoenix Aggregator L.P."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
automatic shelf registration statement on Form S-3ASR regulatory
"made pursuant an automatic shelf registration statement on Form S-3ASR"
Tangible Equity Units financial
"6.75% Tangible Equity Units | | BTSGU | | The Nasdaq Stock Market LLC"
preliminary prospectus supplement regulatory
"a preliminary prospectus supplement and final prospectus supplement, filed with the SEC"
A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.
emerging growth company regulatory
"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."
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.
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Understanding 8-K Material Events →
0001865782false0001865782btsg:SixPointSevenFivePercentageTangibleEquityUnitsMember2026-06-032026-06-030001865782us-gaap:CommonStockMember2026-06-032026-06-0300018657822026-06-032026-06-03

 

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 03, 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 1.01 Entry into a Material Definitive Agreement.

On June 3, 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 14,999,771 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the public offering price of $58.75 per share. The closing of the Offering and the Share Repurchase (as defined below) occurred on June 5, 2026.

 

Pursuant to the Underwriting Agreement, all 14,999,771 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 1,026,465 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 June 3, 2026 and June 5, 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.

Exhibit

Number

 

 

Description

1.1

 

Underwriting Agreement, dated as of June 3, 2026, by and among BrightSpring Health Services, Inc., the Selling Stockholders, and Goldman Sachs & Co. LLC.

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:

June 5, 2026

By:

/s/ Jennifer Phipps

 

 

Name:

Title:

Jennifer Phipps
Executive Vice President and Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

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

BrightSpring Health Services entered an underwriting agreement for an underwritten secondary offering of 14,999,771 common shares at $58.75 per share. Existing stockholders sold all offered shares, and the company also executed a concurrent share repurchase as part of the transaction.

How many BrightSpring (BTSG) shares were sold in the secondary offering?

The offering covered 14,999,771 shares of BrightSpring common stock. All of these shares were sold by selling stockholders under an underwriting agreement with Goldman Sachs & Co. LLC, rather than being newly issued by the company itself.

What price was set for the BrightSpring (BTSG) secondary share sale?

The public offering price for the secondary sale was $58.75 per share of BrightSpring common stock. This price applied to the 14,999,771 shares sold by the selling stockholders under the underwriting agreement executed on June 3, 2026.

Did BrightSpring (BTSG) receive any proceeds from this share offering?

BrightSpring did not receive proceeds from the secondary offering itself, since all shares were sold by existing stockholders. It only received proceeds tied to the cash exercise of stock options by management selling stockholders in connection with the transaction.

How many BrightSpring (BTSG) shares were repurchased by the company?

BrightSpring repurchased 1,026,465 shares of its common stock from the underwriter as part of the offering. The underwriter did not receive underwriting fees on these repurchased shares, differentiating them from the rest of the secondary sale.

Under what registration statement was the BrightSpring (BTSG) offering conducted?

The transaction was conducted under an automatic shelf registration statement on Form S-3ASR, file number 333-287916. A base prospectus in that registration, plus a preliminary and final prospectus supplement dated June 3 and June 5, 2026, supported the offering.

Filing Exhibits & Attachments

3 documents

Other Documents