KKR entities sell BrightSpring (BTSG) shares in underwritten offering

Rhea-AI Filing Summary

BrightSpring Health Services’ ten percent owners affiliated with KKR Phoenix Aggregator L.P. reported several indirect transactions in BrightSpring common stock. The group sold 14,669,771 shares at a net price of $58.453 per share in an underwritten public offering and continued to hold 26,829,880 shares indirectly afterward.

Additional entries reflect in-kind distributions and charitable activity. Shares were distributed to partners and shareholders so ultimate recipients, including Messrs. Henry R. Kravis and George R. Roberts, could donate stock, and some shares were recorded as bona fide gifts. The reporting persons collectively disclaim beneficial ownership except to the extent of their pecuniary interests.

Insider Trade Summary

Net Seller: 14,669,771 shares ($857,492,124)

Net Sell 4 txns

Insider KKR Phoenix Aggregator L.P., KKR Phoenix Aggregator GP LLC, KKR Americas Fund XII L.P., KKR Associates Americas XII L.P., KKR Americas XII Ltd

Role null | null | null | null | null

Sold 14,669,771 shs ($857.49M)

Type	Security	Shares	Price	Value
Sale	Common Stock	14,669,771	$58.453	$857.49M
Other	Common Stock	324,608	$0.00	--
Gift	Common Stock	36,927	$0.00	--
Gift	Common Stock	23,263	$0.00	--

Holdings After Transaction: Common Stock — 27,154,488 shares (Indirect, See Footnotes)

Footnotes (1)

1. The price of $58.453 represents the net price received per share of common stock of BrightSpring Health Services, Inc. for shares sold pursuant to an underwritten public offering. Represents securities held by KKR Phoenix Aggregator L.P. KKR Phoenix Aggregator GP LLC is the general partner of KKR Phoenix Aggregator L.P. KKR Americas Fund XII L.P. is the sole member of KKR Phoenix Aggregator GP LLC. KKR Associates Americas XII L.P. is the general partner of KKR Americas Fund XII L.P. KKR Americas XII Limited is the general partner of KKR Associates Americas XII L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Represents distributions of such shares in connection with the sale reported herein by KKR Phoenix Aggregator L.P. and certain of its affiliates to their respective partners and shareholders as in-kind distributions. These in-kind distributions are for the purpose of the ultimate recipients making charitable donations of shares of common stock. Represents the donation by Mr. Kravis of shares received in the in-kind distribution described in footnote (4) above. Represents the donation by Mr. Roberts of shares received in the in-kind distribution described in footnote (4) above.

Key Figures

Shares sold: 14,669,771 shares Net sale price: $58.453 per share Shares held after transactions: 26,829,880 shares +2 more

5 metrics

Shares sold 14,669,771 shares Common stock sold via underwritten public offering

Net sale price $58.453 per share Net price received in underwritten public offering

Shares held after transactions 26,829,880 shares Indirect BrightSpring holdings after Form 4 transactions

Gifted shares 60,190 shares Total bona fide gifts of common stock

Restructuring-related shares 324,608 shares Other acquisition or disposition (code J) entry

Key Terms

underwritten public offering, bona fide gift, in-kind distributions, pecuniary interest, +1 more

5 terms

underwritten public offering financial

"shares sold pursuant to an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

bona fide gift financial

"transaction_code_description": "Bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

in-kind distributions financial

"as in-kind distributions. These in-kind distributions are for the purpose"

pecuniary interest financial

"except to the extent of such Reporting Person's pecuniary interest therein"

ten percent owner financial

""is_ten_percent_owner": 1"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KKR Phoenix Aggregator L.P.

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BrightSpring Health Services, Inc. [ BTSG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/05/2026		S		14,669,771	D	$58.453(1)	27,154,488	I	See Footnotes(2)(3)
Common Stock	06/05/2026		J(4)		324,608	D	$0	26,829,880	I	See Footnotes(2)(3)
Common Stock	06/05/2026		G(5)		36,927	D	$0	0	I	See Footnote(5)
Common Stock	06/05/2026		G(6)		23,263	D	$0	0	I	See Footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

KKR Phoenix Aggregator L.P.

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Phoenix Aggregator GP LLC

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Americas Fund XII L.P.

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Associates Americas XII L.P.

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Americas XII Ltd

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price of $58.453 represents the net price received per share of common stock of BrightSpring Health Services, Inc. for shares sold pursuant to an underwritten public offering.

2. Represents securities held by KKR Phoenix Aggregator L.P. KKR Phoenix Aggregator GP LLC is the general partner of KKR Phoenix Aggregator L.P. KKR Americas Fund XII L.P. is the sole member of KKR Phoenix Aggregator GP LLC. KKR Associates Americas XII L.P. is the general partner of KKR Americas Fund XII L.P. KKR Americas XII Limited is the general partner of KKR Associates Americas XII L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

4. Represents distributions of such shares in connection with the sale reported herein by KKR Phoenix Aggregator L.P. and certain of its affiliates to their respective partners and shareholders as in-kind distributions. These in-kind distributions are for the purpose of the ultimate recipients making charitable donations of shares of common stock.

5. Represents the donation by Mr. Kravis of shares received in the in-kind distribution described in footnote (4) above.

6. Represents the donation by Mr. Roberts of shares received in the in-kind distribution described in footnote (4) above.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

	See Exhibit 99.1	06/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did KKR-related holders report in BrightSpring (BTSG) stock?

KKR-related holders reported a large sale and charitable gifts. They sold 14,669,771 BrightSpring common shares in an underwritten public offering and also reported in-kind distributions and bona fide gifts tied to charitable donations, all held and transacted indirectly through affiliated entities.

How many BrightSpring (BTSG) shares did KKR entities sell and at what price?

They sold 14,669,771 BrightSpring common shares at $58.453 each. The price represents the net amount received per share in an underwritten public offering, according to the disclosure footnotes, and reflects an indirect sale by KKR Phoenix Aggregator L.P. and certain affiliates.

How many BrightSpring (BTSG) shares do the KKR reporting persons hold after these transactions?

The reporting group holds 26,829,880 BrightSpring shares indirectly after the transactions. This post-transaction figure follows the reported share sale, restructuring entry, and charitable-related distributions, and is held through KKR Phoenix Aggregator L.P. and its affiliated ownership structure.

Were the KKR BrightSpring (BTSG) transactions open‑market trades or part of an offering?

The primary reported sale occurred through an underwritten public offering. Footnotes specify that the $58.453 per-share price is the net amount received for shares sold in that offering, rather than a series of ordinary open‑market trades on an exchange.

What do the bona fide gifts in the BrightSpring (BTSG) Form 4 represent?

The gifts reflect charitable donations of BrightSpring stock. Shares were first distributed in kind from KKR Phoenix Aggregator L.P. and affiliates to partners and shareholders, and Messrs. Henry R. Kravis and George R. Roberts then donated the received shares as reported bona fide gifts.

Do KKR reporting persons claim full beneficial ownership of their BrightSpring (BTSG) shares?

The reporting persons expressly disclaim full beneficial ownership. They state they are not deemed beneficial owners of the reported securities for Section 16 or other purposes, except to the extent of their pecuniary interests in the indirectly held BrightSpring shares.