false
0001638833
0001638833
2025-12-11
2025-12-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 7.01 |
Regulation FD Disclosure. |
On December 11, 2025, Surgery Partners, Inc. (“Surgery
Partners” or the “Company”) announced that its wholly-owned subsidiary, Surgery Center Holdings, Inc. (the
“Issuer”), intends to offer $425.0 million of additional 7.250% Senior Notes due 2032 (the “Offering”), the proceeds of which are expected to be used for general corporate purposes, including, but not limited to, repaying
outstanding borrowings under its revolving credit facility. The Offering is expected to be conducted pursuant to
Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company issued a
press release with respect to the Offering, and such press release is attached hereto and furnished as Exhibit 99.1.
The information in this Item 7.01 and in the accompanying exhibit is
being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any
filing of the Registrant under the Securities Act or the Exchange Act.
Forward-Looking Statements
This report contains “forward-looking” statements, including
those regarding Surgery Partners’ intention to offer and sell, and apply the net proceeds of, the notes. These statements include,
but are not limited to, the Company’s expectations regarding the proposed offering. These statements can be identified by the use
of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,”
“continues,” “estimates,” “predicts,” “projects,” “forecasts,” and similar
expressions. All forward-looking statements are based on current expectations and beliefs as of the date of this report and are subject
to risks, uncertainties and other factors that may cause actual results to differ materially from the expectations discussed in, or implied
by, the forward-looking statements. Many of these factors are beyond our ability to control or predict including, without limitation,
the risk that the proposed offering is not completed on the terms or in the amounts anticipated, or at all, and the other risks and uncertainties
identified and discussed in the Company’s reports filed with the SEC, including in Item 1A under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 7, 2025 and the Company’s
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed on May 12, 2025, August
5, 2025 and November 10, 2025, respectively. Except as required by law, neither the Company nor the Issuer undertakes any obligation to
revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this report, or to reflect
the occurrence of unanticipated events or circumstances.
| Item 9.01. |
Financial Statements and Exhibits. |
Exhibit
Number |
|
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 11, 2025 |
SURGERY PARTNERS, INC. |
| |
|
|
| |
By: |
/s/ David T. Doherty |
| |
|
David T. Doherty |
| |
|
Executive Vice President and Chief Financial Officer |
