Large KKR holder trims BrightSpring Health Services (BTSG) stake in sale

Rhea-AI Filing Summary

BrightSpring Health Services’ major shareholder group linked to KKR reported a large share sale and related charitable transfers. An entity in the KKR structure sold 14,669,771 shares of BrightSpring common stock at a net price of $58.453 per share in an underwritten public offering. Additional entries show in-kind distributions and bona fide gifts totaling 60,190 shares for ultimate charitable donations, plus an internal restructuring transfer of 324,608 shares. Following these transactions, the filing shows 26,829,880 shares of BrightSpring common stock indirectly held by the reporting group.

Insights

Equity ownership & governance analyst

Large KKR-related sale via underwritten offering, with charitable gifts and a sizable remaining stake.

The filing shows a KKR-affiliated vehicle selling 14,669,771 BrightSpring common shares at a net price of $58.453 per share through an underwritten public offering. This is a sponsor-level disposition rather than an executive trading in the open market.

Footnotes indicate the securities are held through KKR Phoenix Aggregator L.P. and upstream KKR entities, which collectively disclaim beneficial ownership except for their pecuniary interest. Additional in-kind distributions and gifts support charitable donations and an internal transfer of 324,608 shares.

After these moves, the reporting group still indirectly holds 26,829,880 BrightSpring shares, suggesting a substantial ongoing position even after the underwritten sale. The overall picture is a partial liquidity event and charitable activity by a large shareholder, with impact depending on how markets view sponsor ownership changes.

Insider Trade Summary

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

Net Sell 4 txns

Insider KKR Group Partnership L.P., KKR Group Holdings Corp., KKR Group Co. Inc., KKR & Co. Inc., KKR Management LLP, KRAVIS HENRY R, ROBERTS GEORGE R

Role null | null | 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 price per share: $58.453 per share Charitable gifts: 60,190 shares +2 more

5 metrics

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

Net price per share $58.453 per share Net proceeds per BrightSpring share sold in the offering

Charitable gifts 60,190 shares Total bona fide gift dispositions of common stock

Restructuring transfer 324,608 shares Other acquisition or disposition (code J) of common stock

Shares held after transactions 26,829,880 shares Indirect BrightSpring common stock holdings following reported moves

Key Terms

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

pecuniary interest financial

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

in-kind distributions financial

"in-kind distributions are for the purpose of the ultimate recipients making charitable donations"

ten percent owner regulatory

""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 Group Partnership 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 Group Partnership 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 Group Holdings Corp.

(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 Group Co. Inc.

(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 & Co. Inc.

(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 Management LLP

(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^*

KRAVIS HENRY R

(Last) (First) (Middle)

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

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^*

ROBERTS GEORGE R

(Last) (First) (Middle)

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

2800 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CALIFORNIA 94025

(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)