[SCHEDULE 13D/A] BrightSpring Health Services, Inc. SEC Filing

Rhea-AI Filing Summary

A Schedule 13D/A filing reveals significant ownership changes in BrightSpring Health Services (BTSG) by KKR-affiliated entities. The filing, triggered by events on June 24, 2025, shows that KKR Phoenix Aggregator L.P. and its associated entities maintain beneficial ownership of 77,096,337 shares, representing approximately 43.7% of BrightSpring's common stock.

Key ownership details:

• KKR Phoenix Aggregator L.P. and most affiliated entities each report sole voting and dispositive power over 77,096,337 shares
• Henry R. Kravis reports shared voting and dispositive power over 77,156,339 shares
• George R. Roberts reports shared voting and dispositive power over 77,147,701 shares

The filing demonstrates KKR's continued significant influence over BrightSpring through a complex ownership structure involving multiple KKR entities, including KKR Americas Fund XII L.P., KKR Group Partnership L.P., and KKR & Co. Inc. All reporting persons are primarily organized in Delaware or the Cayman Islands.

Positive

• KKR maintains significant ownership stake with 43.7% of BrightSpring Health Services shares, indicating strong institutional backing

Negative

• None.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

BrightSpring Health Services, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

10950A106

(CUSIP Number)

Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards
New York, NY, 10001
(212) 750-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Phoenix Aggregator L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Phoenix Aggregator GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Americas Fund XII L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Associates Americas XII L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Americas XII Limited.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Group Partnership L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Group Holdings Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Group Co. Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR & Co. Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

KKR Management LLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,096,337.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,096,337.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,096,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

Henry R. Kravis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 77,156,339.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 77,156,339.00

11

Aggregate amount beneficially owned by each reporting person

77,156,339.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 10950A106

1

Name of reporting person

George R. Roberts

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 77,147,701.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 77,147,701.00

11

Aggregate amount beneficially owned by each reporting person

77,147,701.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: BrightSpring Health Services, Inc.
(c)	Address of Issuer's Principal Executive Offices: 805 N. Whittington Parkway, Louisville, KENTUCKY , 40222.
Item 1 Comment: This amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on September 18, 2024, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 12, 2025 (as amended, this "Schedule 13D") relating to the common stock, par value $0.01 per share (the "Common Stock"), of BrightSpring Health Services, Inc. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: As previously disclosed, on June 10, 2025, KKR Phoenix Aggregator L.P., as a selling stockholder, the Issuer, and the other selling stockholders identified therein, entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA Securities Inc., as representatives of several underwriters (collectively, the "Underwriters"), and KKR Capital Markets LLC, as lead managing agent, pursuant to which KKR Phoenix Aggregator L.P. granted the Underwriters a 30-day option (the "Over-Allotment Option") to purchase up to an aggregate 2,100,000 shares of Common Stock in addition to the 14,000,000 shares of Common Stock sold by the selling stockholders (including the 13,288,101 shares sold by KKR Phoenix Aggregator L.P.) pursuant to the Underwriting Agreement on June 12, 2025. On June 20, 2025, the Underwriters exercised the Over-Allotment Option in full and on June 24, 2025, KKR Phoenix Aggregator L.P. sold, and the Underwriters purchased, an additional 2,100,000 shares of Common Stock at a price to the public of $21.75 per share, less the underwriting discounts and commissions of $0.598125 per share, resulting in net proceeds to KKR Phoenix Aggregator L.P. of $21.151875 per share. The offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333- 287916), as supplemented by a preliminary prospectus and prospectus, each dated June 10, 2025.
Item 5.	Interest in Securities of the Issuer
(a)	(a) Items 5(a) - (c) of the Schedule 13D are hereby amended and restated as follows: The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 5. The response of the Reporting Persons to rows 7 through 13 on the cover page of this Schedule 13D are incorporated by reference herein. KKR Phoenix Aggregator L.P. directly holds 77,096,337 shares of Common Stock, a foundation over which Mr. Kravis may be deemed to have shared investment and voting power directly holds 60,002 shares of Common Stock, and a foundation over which Mr. Roberts may be deemed to have shared investment and voting power directly holds 51,364 shares of Common Stock representing approximately 43.7% of the outstanding shares of Common Stock of the Issuer. Calculations of the Common Stock beneficially owned are based on an aggregate of 176,393,492 shares of Common Stock outstanding following the closing of the Offering, as reported in the Issuer's prospectus supplement on Form 424B7 filed with the Securities and Exchange Commission on June 10, 2025. KKR Phoenix Aggregator GP LLC (as the general partner of KKR Phoenix Aggregator L.P.), KKR Americas Fund XII L.P. (as the sole member of KKR Phoenix Aggregator GP LLC), KKR Associates Americas XII L.P. (as the general partner of KKR Americas Fund XII L.P.), KKR Americas XII Limited (as the general partner of KKR Associates Americas XII L.P.), KKR Group Partnership L.P. (as the sole shareholder of KKR Americas XII Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein. The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D. To the best knowledge of the Reporting Persons, except as set forth in this Schedule 13D, none of the individuals named in Item 2 beneficially owns any Common Stock.
(b)	See Item 5(a) above.
(c)	Except as otherwise set forth herein, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in Common Stock during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

KKR Phoenix Aggregator L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary of KKR Phoenix Aggregator GP LLC, its GP
Date:	06/26/2025

KKR Phoenix Aggregator GP LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	06/26/2025

KKR Americas Fund XII L.P.

Signature:	/s/ Christopher Lee
Name/Title:	By KKR Associates Americas XII L.P., its GP, By: Christopher Lee, Assistant Secretary of KKR Americas XII Limited, its GP
Date:	06/26/2025

KKR Associates Americas XII L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary of KKR Americas XII Limited, its GP
Date:	06/26/2025

KKR Americas XII Limited.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	06/26/2025

KKR Group Partnership L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary of KKR Group Holdings Corp., its GP
Date:	06/26/2025

KKR Group Holdings Corp.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	06/26/2025

KKR Group Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	06/26/2025

KKR & Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	06/26/2025

KKR Management LLP

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	06/26/2025

Henry R. Kravis

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact
Date:	06/26/2025

George R. Roberts

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact
Date:	06/26/2025

FAQ

How many shares of BTSG does KKR Phoenix Aggregator L.P. own?

KKR Phoenix Aggregator L.P. owns 77,096,337 shares of BrightSpring Health Services, Inc. (BTSG), representing 43.7% of the company's common stock.

Who are the major shareholders of BTSG according to the Schedule 13D/A filing?

The major shareholders include KKR-affiliated entities, with Henry R. Kravis controlling 77,156,339 shares (43.7%) and George R. Roberts controlling 77,147,701 shares (43.7%) through shared voting and dispositive power. KKR Phoenix Aggregator L.P. directly holds 77,096,337 shares.

What type of voting power do KKR entities have over BTSG shares?

Most KKR entities have sole voting and dispositive power over 77,096,337 shares. However, Henry R. Kravis and George R. Roberts exercise shared voting and dispositive power over their respective holdings of 77,156,339 and 77,147,701 shares.

When was the latest change in BTSG ownership reported by KKR?

The latest change in ownership that triggered this Schedule 13D/A filing occurred on June 24, 2025, as indicated in the 'Date of Event Which Requires Filing of This Statement' field.

What is the CUSIP number for BTSG stock referenced in this filing?

The CUSIP number for BrightSpring Health Services, Inc. common stock is 10950A106, as shown throughout the filing.