BrightSpring Form 4: KKR affiliates’ 14.7M-share sale and donations

Rhea-AI Filing Summary

BrightSpring Health Services (BTSG): Insider Form 4 reports major shareholder transactions. Reporting persons affiliated with KKR disclosed the sale of 14,745,000 shares of common stock on 10/22/2025 in an underwritten public offering at a net price of $28.782 per share. Following the sale, beneficially owned shares were 62,351,337 on an indirect basis.

An additional entry reflects 409,305 shares classified under code J as in-kind distributions to partners and shareholders to facilitate charitable donations, leaving 61,942,032 shares beneficially owned indirectly. Separate bona fide gifts (code G) were reported for 50,484 shares by Mr. Kravis and 39,493 shares by Mr. Roberts. The filing notes indirect ownership through KKR Phoenix Aggregator L.P. and customary beneficial ownership disclaimers.

Insights

Equity capital markets analyst

Large secondary sale by a major holder; administrative follow-ons.

The filing shows a major shareholder affiliated with KKR sold 14,745,000 BrightSpring shares via an underwritten public offering at a net price of $28.782 on 10/22/2025. Post-transaction indirect beneficial ownership was reported as 62,351,337 shares, then 61,942,032 after in-kind distributions coded J.

Footnotes indicate the J-coded distributions were made to partners/shareholders for the purpose of charitable donations, with additional bona fide gifts of 50,484 shares (Mr. Kravis) and 39,493 shares (Mr. Roberts). The reporting persons disclaim beneficial ownership beyond pecuniary interest. Actual market impact depends on offering demand and holder activity; the issuer is not identified here as a seller.

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 NY 10001

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025

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

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

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

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	10/22/2025		S		14,745,000	D	$28.782(1)	62,351,337	I	See Footnotes(2)(3)
Common Stock	10/22/2025		J(4)		409,305	D	$0	61,942,032	I	See Footnotes(2)(3)
Common Stock	10/22/2025		G(5)		50,484	D	$0	0	I	See Footnote(5)
Common Stock	10/22/2025		G(6)		39,493	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 NY 10001

(City) (State) (Zip)

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 NY 10001

(City) (State) (Zip)

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 NY 10001

(City) (State) (Zip)

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 NY 10001

(City) (State) (Zip)

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 NY 10001

(City) (State) (Zip)

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 $28.7820 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	10/22/2025
	** 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.

FAQ

What did the BTSG Form 4 report on 10/22/2025?

A major shareholder affiliated with KKR sold 14,745,000 shares in an underwritten public offering at a net price of $28.782 per share.

How many BTSG shares did the reporting persons hold after the sale?

Indirect beneficial ownership was 62,351,337 shares after the sale, and 61,942,032 shares after subsequent in-kind distributions.

What was the purpose of the code J transactions in the BTSG Form 4?

They were in-kind distributions of 409,305 shares to partners/shareholders to facilitate charitable donations of common stock.

Were there any gifts reported by individual KKR principals?

Yes. 50,484 shares were donated by Mr. Kravis and 39,493 shares by Mr. Roberts, both reported as code G (bona fide gift).

Who holds the BTSG shares indirectly for the reporting persons?

Shares are held by KKR Phoenix Aggregator L.P., with upstream KKR entities listed; the reporting persons disclaim beneficial ownership beyond pecuniary interest.