KKR entities trim BrightSpring (BTSG) stake with 19.7M-share sale

Rhea-AI Filing Summary

BrightSpring Health Services major shareholder entities associated with KKR reported several transactions in the company’s common stock. An affiliated holder, KKR Phoenix Aggregator L.P., sold 19,715,000 shares in an underwritten public offering at a net price of $40.961 per share. After these transactions, affiliated entities reported holding 41,824,259 shares of common stock. Additional movements included in-kind distributions that allowed ultimate recipients to make charitable donations of shares, with Messrs. Henry R. Kravis and George R. Roberts each donating shares they received. The reporting persons collectively disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest.

Insights

Equity ownership & governance analyst

Large KKR-affiliated sale via offering reshapes BrightSpring’s shareholder base.

The filing shows KKR-affiliated vehicle KKR Phoenix Aggregator L.P. sold 19,715,000 BrightSpring common shares at a net price of $40.961 per share through an underwritten public offering. Following the series of transactions, affiliated entities reported ownership of 41,824,259 shares.

The transactions also include in-kind distributions that enabled partners and shareholders to donate shares, with subsequent gifts of 49,295 and 31,918 shares by Henry R. Kravis and George R. Roberts. The reporting parties expressly disclaim beneficial ownership beyond any pecuniary interest. Actual market impact depends on how this secondary sale and donations are absorbed over time.

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

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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 Group Partnership 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)
03/04/2026

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	03/04/2026		S		19,715,000	D	$40.961(1)	42,227,032	I	See Footnotes(2)(3)
Common Stock	03/04/2026		J(4)		402,773	D	$0	41,824,259	I	See Footnotes(2)(3)
Common Stock	03/04/2026		G(5)		49,295	D	$0	0	I	See Footnote(5)
Common Stock	03/04/2026		G(6)		31,918	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 Group Partnership 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 Group Holdings Corp.

(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 Group Co. Inc.

(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 & Co. Inc.

(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 Management LLP

(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^*

KRAVIS HENRY R

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

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^*

ROBERTS GEORGE R

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

2800 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(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 $40.961 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	03/04/2026
	** 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.
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FAQ

What insider transactions did KKR entities report in BrightSpring Health Services (BTSG) stock?

KKR-affiliated entities reported multiple transactions in BrightSpring common stock, including the sale of 19,715,000 shares in an underwritten public offering at $40.961 per share, plus additional distributions and charitable gifts of smaller share amounts by related parties.

How many BrightSpring (BTSG) shares did the KKR-affiliated vehicle sell and at what price?

KKR Phoenix Aggregator L.P. sold 19,715,000 BrightSpring common shares. The net price received was $40.961 per share in an underwritten public offering, as disclosed in the filing’s footnotes describing the pricing mechanics of the transaction for investors.

How many BrightSpring (BTSG) shares did KKR-related entities report owning after these transactions?

After the reported transactions, KKR-related entities disclosed ownership of 41,824,259 BrightSpring common shares. This post-transaction figure reflects the impact of the large secondary sale and related in-kind distributions described across the reported entries and accompanying explanatory footnotes.

Were any BrightSpring (BTSG) shares donated to charity in these insider transactions?

Yes. The filing notes in-kind distributions intended to facilitate charitable donations of BrightSpring common stock. Henry R. Kravis donated 49,295 shares and George R. Roberts donated 31,918 shares, all originating from in-kind distributions linked to the broader sale by KKR Phoenix Aggregator L.P.

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

No. Each reporting person disclaims beneficial ownership of the BrightSpring securities reported, except to the extent of any pecuniary interest. The disclosure emphasizes that the statement should not be deemed an admission of beneficial ownership under Section 16 or other purposes.

Who executed the large BrightSpring (BTSG) share sale disclosed in the Form 4?

The large sale was executed by KKR Phoenix Aggregator L.P., an entity affiliated with KKR. Footnotes detail the ownership chain through several KKR entities and clarify that the named reporting persons are associated with this vehicle rather than acting as individual sellers.