Surgery Partners (SGRY) Form 4: Executive Sells Shares After RSU Vesting

Rhea-AI Filing Summary

Surgery Partners insider sale to cover tax withholding reduced holdings. National Group President Harrison R. Bane reported two stock sale transactions on 09/04/2025 at $22.48 per share, disposing of 5,726 and 3,613 shares respectively to satisfy tax withholding related to restricted stock vesting on 09/01/2025. After the sales, he beneficially owned 117,181 shares. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Transaction is routine: sales were explicitly to satisfy tax withholding on vested restricted stock, indicating standard compensation administration.
• Disclosure completeness: Form 4 reports transaction dates, prices, amounts, and post-transaction beneficial ownership, meeting disclosure requirements.

Negative

• Reduced insider ownership: beneficial ownership decreased to 117,181 shares after the reported sales.

Insights

Corporate Governance Expert

Routine tax-covering sale by an executive; not a directional signal about company performance.

The filing discloses a common post-vesting sell-to-cover: two open-market sales at $22.48 reducing beneficial ownership to 117,181 shares. There is no indication of other concurrent transactions, pledges, or changes in role. This behavior is typical when restricted stock vests and taxes are due, and by itself does not imply a change in management confidence or company prospects.

Securities Analyst

Insider sold a small percentage of holdings for tax obligations; impact on float is immaterial.

The sizes reported (5,726 and 3,613 shares) appear modest relative to typical public float for a healthcare operator and were explicitly for tax withholding tied to restricted stock vesting on 09/01/2025. No derivative transactions or additional disposals are reported. This suggests administrative liquidity needs rather than a strategic divestiture.

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
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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^*

Bane Harrison R.

(Last) (First) (Middle)

C/O SURGERY PARTNERS, INC.

340 SEVEN SPRINGS WAY, SUITE 600

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Surgery Partners, Inc. [ SGRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	National Group President

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/04/2025		S		5,726(1)	D	$22.48	120,794	D
Common Stock	09/04/2025		S		3,613	D	$22.48	117,181	D

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

Explanation of Responses:

1. Shares sold to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock on September 1, 2025.

Remarks:

	/s/ Jennifer Baldock, Attorney-in-Fact	09/08/2025
	** 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.

FAQ

What did Surgery Partners (SGRY) insider Harrison R. Bane report on Form 4?

He reported two sales on 09/04/2025 at $22.48 per share disposing of 5,726 and 3,613 shares to satisfy tax withholding from restricted stock vesting.

Why were the shares sold according to the filing?

The filing states the shares were sold to satisfy the Reporting Person's tax withholding obligations in connection with restricted stock vesting on 09/01/2025.

How many shares does Harrison R. Bane beneficially own after the transactions?

After the reported transactions, he beneficially owned 117,181 shares.

Were any derivative or option transactions disclosed in this Form 4?

No derivative or option transactions are reported; only non-derivative common stock sales are disclosed.

Who signed the Form 4 and when was it filed?

The document was signed by Jennifer Baldock, Attorney-in-Fact on 09/08/2025 as indicated on the form.