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

Rhea-AI Filing Summary

BrightSpring Health Services, Inc. (Nasdaq: BTSG) filed an 8-K announcing the immediate resignation of Michael McMaude as President of Hospice Services and CEO of its wholly-owned subsidiary, Abode Healthcare, effective 20 June 2025. The filing states that the departure is not due to any disagreement over operations, policies or practices.

Under a Resignation Agreement (Exhibit 10.1), Mr. McMaude will transition to a non-employee consultant role through the earlier of 26 January 2027 or earlier termination. Key economic terms include:

• Consulting compensation: $2,000 per month plus an additional $12,000 covering the first 45 days, and reimbursement of pre-approved expenses.
• Equity treatment: All outstanding unvested stock options, RSUs, and phantom shares continue to vest while he provides consulting services. Option exercise windows are extended to their original expiration dates.
• Liquidity: Equity purchased at the time of Abode’s acquisition may be sold in tranches beginning on the Effective Date, subject to securities laws.
• Restrictive covenants: Non-compete for the Consulting Period plus one year; non-solicitation and non-hire for the Consulting Period plus two years.

The company emphasizes continuity by retaining Mr. McMaude’s expertise, but his exit removes a senior leader from the hospice segment, which has been an important growth vector for BrightSpring. No other executive changes or financial impacts were disclosed, and no earnings or guidance were provided. Investors should examine whether leadership transition affects the integration and performance of Abode within the broader BrightSpring platform.

Positive

• Orderly transition: Immediate consulting arrangement retains institutional knowledge and minimizes disruption to hospice operations.
• Alignment of incentives: Continued vesting and extended option exercise periods keep the former executive economically tied to company performance.
• Low cash outlay: $2,000 monthly consulting fee is immaterial relative to BrightSpring’s cost structure.

Negative

• Leadership gap: Departure of hospice unit head introduces execution risk in a core growth segment.
• Strategic uncertainty: No permanent successor named, leaving visibility over future hospice initiatives unclear.
• Potential equity overhang: Ability to sell previously purchased equity in tranches could add incremental selling pressure on BTSG shares.

Insights

Corporate Governance Expert

TL;DR: Officer exit is orderly; retention via consulting limits disruption, but leadership vacuum could weigh on subsidiary performance.

The resignation of a key subsidiary CEO typically raises governance and succession concerns. BrightSpring mitigates immediate disruption by converting McMaude into a consultant, preserving institutional knowledge and ensuring continued vesting aligns his interests. Cash cost is modest ($2k/month), suggesting the arrangement is primarily designed for smooth transition rather than financial reward. Restrictive covenants protect BrightSpring’s competitive position. Because no disagreement or adverse event is cited, and responsibilities appear contained within hospice operations, the event is more operational than strategic. Still, investors should seek clarity on permanent leadership plans for Abode to gauge execution risk in hospice services.

Healthcare Services Analyst

TL;DR: Hospice segment loses long-time leader; continuity via consulting helps, but growth narrative faces execution risk.

Abode is central to BrightSpring’s post-acute continuum. McMaude’s departure removes a leader with deep sector expertise at a time when hospice valuations and regulatory scrutiny remain in flux. While he remains available until early 2027, strategic decision-making authority shifts back to corporate, which may slow initiative rollout. Financial impact appears immaterial in the near term; however, if replacement leadership fails to sustain referral pipelines or manage labor costs, margin compression could follow. Monitoring census trends and any future revisions to 2025 guidance will be key for evaluating the longer-term effect.

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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): June 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2025, Michael McMaude resigned as the President of Hospice Services of BrightSpring Health Services, Inc. (the “Company”), and the Chief Executive Officer of Abode Healthcare, Inc., a subsidiary of the Company (“Abode”), effective immediately (the “Effective Date”). Mr. McMaude is not resigning as a result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. As described below, Mr. McMaude will continue providing services to the Company as a consultant under the terms of the Resignation Agreement (as defined below).

In connection with Mr. McMaude’s resignation, Mr. McMaude and Abode have entered into that certain Resignation Agreement, dated as of June 20, 2025 (the “Resignation Agreement”). Pursuant to the terms of the Resignation Agreement, Mr. McMaude will serve as a non-employee consultant until the earlier of January 26, 2027, or until the Resignation Agreement is earlier terminated in accordance with its terms (such period, the “Consulting Period”).

Subject to Mr. McMaude’s timely execution and non-revocation of the Resignation Agreement, the Resignation Agreement provides for the following:

•As consideration for the consulting services to be provided thereunder, Abode will pay Mr. McMaude a consulting fee equal to $2,000.00 per month during the Consulting Period (with an additional $12,000.00 for the first forty-five (45) days of the Consulting Period) plus pre-approved expenses, if any;

•Mr. McMaude’s outstanding unvested stock options, restricted stock units and phantom shares will continue to vest for so long as Mr. McMaude provides consulting services to the Company during the Consulting Period;

•The terms of the previous grants of stock options to Mr. McMaude under the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan will be amended to extend the exercise period of such stock options from ninety (90) days following a termination of his employment or service relationship with the Company to the applicable expiration date of such stock options; and

•The equity that Mr. McMaude purchased in connection with the Company’s acquisition of Abode may be sold by Mr. McMaude in tranches beginning on the Effective Date, subject to applicable securities laws.

In return for these agreements, Mr. McMaude will provide a customary general release and waiver of claims. The Resignation Agreement also provides that Mr. McMaude will continue to be subject to the restrictive covenants contained in his existing employment agreement and in other agreements and, during the Consulting Period and for a period of one (1) year thereafter, Mr. McMaude will be subject to a non-competition agreement and during the Consulting Period and for a period of two (2) years thereafter, Mr. McMaude will be subject to a non-solicitation and non-hire restrictions of such employment agreement.

The foregoing summary of the Resignation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Resignation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Resignation Agreement, dated as of June 20, 2025, by and between Abode Healthcare, Inc. and Michael McMaude.
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 20, 2025	By:	/s/ Jennifer Phipps
		Name: Title	Jennifer Phipps Executive Vice President and Chief Financial Officer

FAQ

Why did BrightSpring (BTSG) file an 8-K on June 20 2025?

To disclose the resignation of Michael McMaude as President of Hospice Services and CEO of Abode Healthcare and detail his consulting agreement.

Is the executive departure at BrightSpring related to any disagreement?

No. The 8-K explicitly states Mr. McMaude is not resigning due to any disagreement over operations, policies, or practices.

What compensation will the former Abode CEO receive as a consultant?

He will earn $2,000 per month, plus an extra $12,000 for the first 45 days and reimbursement of pre-approved expenses.

How long can Michael McMaude remain a consultant to BrightSpring?

Until January 26 2027 or earlier termination per the Resignation Agreement.

What happens to McMaude’s unvested equity awards after his resignation?

All unvested stock options, RSUs, and phantom shares continue to vest while he provides consulting services; option exercise windows are extended.

Are there non-compete or non-solicitation clauses in the agreement?

Yes. Non-compete applies during consulting plus 1 year; non-solicitation/non-hire applies during consulting plus 2 years.