Surgery Partners (SGRY) prices $425M 7.250% senior unsecured notes due 2032

Rhea-AI Filing Summary

Surgery Partners, Inc., through its subsidiary Surgery Center Holdings, Inc., agreed to issue and sell $425.0 million in aggregate principal amount of 7.250% senior unsecured notes due 2032. These notes are being sold under a purchase agreement with Barclays Capital Inc., acting as representative of the initial purchasers. The company plans to use the net proceeds for general corporate purposes, including repaying outstanding borrowings under its revolving credit facility. The completion of this notes offering is described as being subject to market and other conditions, meaning it is not yet finalized. Surgery Partners also announced the pricing of the notes in a press release dated December 11, 2025.

Insights

Corporate finance analyst

Surgery Partners plans a $425M 7.250% senior notes financing due 2032.

Surgery Center Holdings, Inc., an affiliate of Surgery Partners, entered into a purchase agreement to issue $425.0 million of 7.250% senior unsecured notes maturing in 2032. The notes are described as senior and unsecured, indicating they rank ahead of subordinated debt but are not backed by specific collateral.

The company states that net proceeds will be used for general corporate purposes, including repaying borrowings under its revolving credit facility. This suggests a refinancing element, shifting some short-term or floating-rate debt into longer-term fixed-rate notes at 7.250%.

The transaction’s completion is explicitly noted as subject to market and other conditions, so execution is not guaranteed in this excerpt. A press release on December 11, 2025 announced the pricing, and subsequent disclosures may provide more detail on closing, covenant terms, and any impact on the company’s capital structure.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

Surgery Partners, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37576	47-3620923
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

340 Seven Springs Way, Suite 600

Brentwood, Tennessee 37027

(Address of Principal Executive Offices) (Zip Code)

(615) 234-5900

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		SGRY		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b- 2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On December 11, 2025, Surgery Center Holdings, Inc. (the “Issuer”), entered into a purchase agreement with Barclays Capital Inc. as representative of certain initial purchasers, relating to the issuance and sale of $425.0 million in aggregate principal amount of the Issuer’s 7.250% senior unsecured notes due 2032 (the “Offering”). The net proceeds from the Offering will be used for general corporate purposes, including, but not limited to, repaying outstanding borrowings under its revolving credit facility. The consummation of the Offering is subject to market and other conditions.

On December 11, 2025, Surgery Partners, Inc. issued a press release announcing the pricing of the notes offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated December 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 12, 2025	SURGERY PARTNERS, INC.
	By:	/s/ David T. Doherty
		David T. Doherty
		Executive Vice President and Chief Financial Officer

FAQ

What type of financing did Surgery Partners (SGRY) announce on December 11, 2025?

Surgery Partners, through Surgery Center Holdings, Inc., announced a planned offering of $425.0 million in aggregate principal amount of 7.250% senior unsecured notes due 2032 under a purchase agreement with Barclays Capital Inc.

What is the interest rate and maturity of Surgery Partners' new senior notes?

The new senior unsecured notes carry an interest rate of 7.250% and are due in 2032, providing long-term fixed-rate financing for Surgery Partners’ subsidiary.

How does Surgery Partners intend to use the proceeds from the $425 million notes offering?

The company states that net proceeds from the 7.250% senior unsecured notes will be used for general corporate purposes, including repaying outstanding borrowings under its revolving credit facility.

Is Surgery Partners’ $425 million senior notes offering already completed?

No. The company notes that consummation of the 7.250% senior unsecured notes offering is subject to market and other conditions, so the transaction was not described as completed in this disclosure.

Did Surgery Partners (SGRY) issue any public communication about the notes pricing?

Yes. Surgery Partners issued a press release on December 11, 2025 announcing the pricing of the notes offering, which is filed as Exhibit 99.1.

Who is acting as representative of the initial purchasers in Surgery Partners’ notes deal?

Barclays Capital Inc. is acting as the representative of the initial purchasers in the $425.0 million 7.250% senior unsecured notes offering for Surgery Center Holdings, Inc.