KKR (NYSE: KKR) sells 14.7M BrightSpring shares, keeps 13.7% stake

Q: What lock-up restrictions apply to KKR after the BrightSpring (BTSG) offering?

KKR Phoenix Aggregator L.P. agreed to a 60-day lock-up. Under a Lock-Up Agreement, it generally may not sell or transfer BrightSpring common stock or related securities from June 3, 2026 through 60 days afterward, except with Goldman Sachs & Co. LLC’s prior written consent.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

KKR Phoenix Aggregator L.P. and affiliated KKR entities updated their ownership disclosure in BrightSpring Health Services after a large secondary sale. On June 3, 2026 they entered an underwriting agreement for an offering of 15,000,000 BrightSpring common shares by selling stockholders, including 14,669,771 shares sold by KKR Phoenix Aggregator L.P. at a net price of $58.453 per share.

As of the June 5, 2026 closing, KKR Phoenix Aggregator L.P. directly holds 26,829,880 shares, and related foundations for Henry Kravis and George Roberts hold additional shares, representing about 13.7% of the 196,588,412 shares outstanding. KKR also distributed 324,608 shares in kind to partners and foundations for charitable purposes and agreed to a 60‑day lock-up on further sales, subject to customary exceptions.

Key Figures

KKR shares sold: 14,669,771 shares Total secondary offering size: 15,000,000 shares Net price per share: $58.453 per share +5 more

8 metrics

KKR shares sold 14,669,771 shares Common stock sold by KKR Phoenix Aggregator L.P. in the Offering

Total secondary offering size 15,000,000 shares Shares of BrightSpring common stock sold by all selling stockholders

Net price per share $58.453 per share Net price to KKR Phoenix Aggregator L.P. under the underwriting agreement

KKR direct holdings 26,829,880 shares BrightSpring common stock directly held by KKR Phoenix Aggregator L.P. as of June 5, 2026

Ownership percentage 13.7% Beneficial ownership of BrightSpring common stock by KKR-related entities

Shares outstanding 196,588,412 shares BrightSpring common stock outstanding as of the Offering closing

In-kind distributions 324,608 shares Aggregate BrightSpring shares distributed in kind for charitable purposes

Lock-up period 60 days Duration from June 3, 2026 during which KKR agreed to restrict additional sales

Key Terms

Underwriting Agreement, Lock-Up Agreement, shelf registration statement, beneficial owner, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Lock-Up Agreement financial

"entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriter"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

shelf registration statement regulatory

"The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

beneficial owner financial

"may be deemed to be the beneficial owner of the securities reported herein"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

in-kind distributions financial

"initiated the distribution (the "Distribution") of an aggregate of 324,608 shares ... as in-kind distributions"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/05/2026 - 05:22 PM Accepted by SEC EDGAR 06/05/2026 - 05:21 PM

FAQ

How many BrightSpring (BTSG) shares did KKR sell in this offering?

KKR Phoenix Aggregator L.P. sold 14,669,771 BrightSpring shares. These shares were part of a 15,000,000-share secondary offering by selling stockholders, executed under an underwriting agreement with Goldman Sachs & Co. LLC and priced at a net $58.453 per share to KKR.

What is KKR’s remaining stake in BrightSpring (BTSG) after the June 2026 sale?

After the offering, KKR Phoenix Aggregator L.P. directly holds 26,829,880 shares. Together with shares held by certain related foundations, this position represents roughly 13.7% of BrightSpring’s 196,588,412 outstanding common shares as of the offering’s June 5, 2026 closing.

At what price were BrightSpring (BTSG) shares sold in KKR’s June 2026 secondary?

KKR Phoenix Aggregator L.P. received a net price of $58.453 per share. This net price applied to the 14,669,771 BrightSpring common shares it sold as part of the 15,000,000-share underwritten secondary offering that closed on June 5, 2026.

What lock-up restrictions apply to KKR after the BrightSpring (BTSG) offering?

KKR Phoenix Aggregator L.P. agreed to a 60-day lock-up. Under a Lock-Up Agreement, it generally may not sell or transfer BrightSpring common stock or related securities from June 3, 2026 through 60 days afterward, except with Goldman Sachs & Co. LLC’s prior written consent.

How many BrightSpring (BTSG) shares are outstanding after the June 2026 transaction?

BrightSpring had 196,588,412 common shares outstanding after closing. This figure comes from the issuer’s June 5, 2026 prospectus supplement and is used in the filing to calculate that KKR-related entities beneficially own approximately 13.7% of the company.

Did KKR make any in-kind distributions of BrightSpring (BTSG) shares?

Yes, KKR entities distributed 324,608 BrightSpring shares in kind. These were allocated to various partners, foundations, and a charitable organization, including shares associated with Messrs. Kravis, Roberts, and Nuttall, for the purpose of facilitating charitable donations of BrightSpring stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

06/03/2026

(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

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. 5 ("Amendment No. 5") 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 by amendment No. 2 filed with the Securities and Exchange Commission on June 26, 2025, as amended by amendment No. 3 filed with the Securities and Exchange Commission on October 22, 2025, as amended by Amendment No. 4 filed with the Securities and Exchange Commission on March 4, 2026 (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. 5 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 2.

Identity and Background

(a)

Item 2 of the Schedule 13D is hereby amended and supplemented to include an amended and restated Annex A attached to this Amendment No. 5 to Schedule 13D as Exhibit 99.1, which is incorporated herein by reference.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On June 3, 2026, 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, (the "Underwriter"), providing for the offer and sale of 15,000,000 shares of Common Stock by the selling stockholders, including 14,669,771 shares by KKR Phoenix Aggregator L.P. (the "Offering"), and purchase by the Underwriter of the shares of Common Stock, at a net price to KKR Phoenix Aggregator L.P. of $58.453 per share. The Offering closed on June 5, 2026. The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333- 287916), as supplemented by a base prospectus dated June 10, 2025 as supplemented by a preliminary prospectus supplement and prospectus supplement, each dated June 5, 2026. Pursuant to the Underwriting Agreement, KKR Phoenix Aggregator L.P. has entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriter pursuant to which it has agreed with the Underwriter, subject to customary exceptions, not to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, during the period from June 3, 2026 continuing through the date 60 days thereafter, except with the prior written consent of the Underwriter. The descriptions of the Underwriting Agreement and Lock-Up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Form of Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

(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. As of June 5, 2026, KKR Phoenix Aggregator L.P. directly holds 26,829,880 shares of Common Stock, a foundation over which Mr. Kravis may be deemed to have shared investment and voting power directly holds 86,222 shares of Common Stock, and a foundation over which Mr. Roberts may be deemed to have shared investment and voting power directly holds 23,263 shares of Common Stock representing approximately 13.7% of the outstanding shares of Common Stock of the Issuer. Calculations of the Common Stock beneficially owned are based on an aggregate of 196,588,412 shares of Common Stock outstanding as of 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 5, 2026. 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, as of June 5, 2026, a foundation over which Mr. Nuttall may be deemed to have shared investment and voting power directly holds 102,213 shares of Common Stock. 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. On June 5, 2026, in connection with the sale reported herein, KKR Phoenix Aggregator L.P. and certain of its affiliates initiated the distribution (the "Distribution") of an aggregate of 324,608 shares of Common Stock to their respective partners and shareholders as in-kind distributions, including (i) 36,927 shares distributed to a foundation over which Mr. Kravis may be deemed to have shared investment and voting power, (ii) 23,263 shares distributed to a foundation over which Mr. Roberts may be deemed to have shared investment and voting power, (iii) 55,335 shares allocated to Mr. Bae were distributed to a charitable organization, and (iv) 34,603 shares distributed to a foundation over which Mr. Nuttall may be deemed to have shared investment and voting power. These in-kind distributions are for the purpose of the ultimate recipients making charitable donations of shares of Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 6.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.1 Annex A - Directors of KKR & Co., Inc. Exhibit M Underwriting Agreement, dated June 3, 2026 among the Issuer, KKR Phoenix Aggregator L.P., certain selling stockholders named therein and Goldman Sachs & Co. LLC (Incorporated by reference to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on June 5, 2026) Exhibit N Form of Lock-Up Agreement (Incorporated by reference to Exhibit A to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on June 5, 2026)

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:	06/05/2026

KKR Phoenix Aggregator GP LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	06/05/2026

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:	06/05/2026

KKR Associates Americas XII L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary of KKR Americas XII Limited, its GP
Date:	06/05/2026

KKR Americas XII Limited.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	06/05/2026

KKR Group Partnership L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary of KKR Group Holdings Corp., its GP
Date:	06/05/2026

KKR Group Holdings Corp.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	06/05/2026

KKR Group Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	06/05/2026

KKR & Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	06/05/2026

KKR Management LLP

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	06/05/2026

Henry R. Kravis

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact
Date:	06/05/2026

George R. Roberts

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact
Date:	06/05/2026

Source: View Original Filing on SEC EDGAR