Surgery Partners, Inc. (SGRY) Schedule 13G/A: Pentwater Capital Management reports beneficial ownership of 12,655,000 shares of common stock, representing 9.7% of the class. The percentage is calculated using 130,797,216 shares outstanding as of March 31, 2026 per the company proxy filed April 23, 2026.
The statement identifies Pentwater Funds as the direct holders and Mr. Matthew Halbower as the reporting person through his role with the Investment Manager; shared voting and dispositive power are reported as 12,655,000 shares. The filing is an ownership disclosure under Schedule 13G/A.
Positive
None.
Negative
None.
Insights
Passive investor reports a 9.7% stake held through shared dispositive power.
Pentwater Capital Management discloses beneficial ownership of 12,655,000 shares, calculated against 130,797,216 shares outstanding as of March 31, 2026. The filing lists shared voting and dispositive power rather than sole control.
The ownership is reported via Schedule 13G/A, which typically signals a passive investment intent under Section 13. Future filings may show changes if the funds alter their position or move to an active schedule.
Key Figures
Shares beneficially owned:12,655,000 sharesPercent of class:9.7%Shares outstanding:130,797,216 shares
3 metrics
Shares beneficially owned12,655,000 sharesreported by Pentwater Capital Management in Schedule 13G/A
Percent of class9.7%calculated using shares outstanding as of <date>March 31, 2026</date>
Shares outstanding130,797,216 sharesas of <date>March 31, 2026</date> per Definitive Proxy Statement filed <date>April 23, 2026</date>
Key Terms
Schedule 13G/A, Beneficial ownership, Shared dispositive power
3 terms
Schedule 13G/Aregulatory
"This statement is filed by: Pentwater Capital Management LP (the "Investment Manager")"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipregulatory
"Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
What stake does Pentwater Capital hold in Surgery Partners (SGRY)?
Pentwater reports ownership of 12,655,000 shares, equal to 9.7%. This percentage is calculated using 130,797,216 shares outstanding as of March 31, 2026, per the company's proxy filed April 23, 2026.
Who is the reporting person on the Schedule 13G/A for SGRY?
The filing is by Pentwater Capital Management LP and Matthew Halbower. Mr. Halbower is disclosed as sole shareholder of the general partner and signs both on behalf of the Investment Manager and individually.
Does the Schedule 13G/A indicate Pentwater has sole voting control of the shares?
No; the filing shows shared voting and shared dispositive power for 12,655,000 shares. Row data cited on the cover page lists zero sole power and shared power equal to the reported share count.
What outstanding share count did Surgery Partners report for the percentage calculation?
The filing uses 130,797,216 shares outstanding as of March 31, 2026. That figure is taken from the Company's Definitive Proxy Statement on Schedule 14A filed April 23, 2026, per the 13G/A text.
Does this Schedule 13G/A signal active control or passive investment?
The filing is on Schedule 13G/A, which generally indicates a passive investor position. The statement and shared powers align with reporting for investment managers rather than acquisition of control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Surgery Partners, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86881A100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
86881A100
1
Names of Reporting Persons
Pentwater Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,655,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,655,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,655,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
86881A100
1
Names of Reporting Persons
Matthew Halbower
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,655,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,655,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,655,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Surgery Partners, Inc.
(b)
Address of issuer's principal executive offices:
340 Seven Springs Way, Suite 600, Brentwood, TN 37027
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Pentwater Capital Management LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to certain funds (the "Pentwater Funds"), with respect to the shares of common stock, par value $0.01 per share ("Common Stock"), of Surgery Partners, Inc., a Delaware corporation (the "Company"), directly held by the Pentwater Funds; and
(ii) Mr. Matthew Halbower ("Mr. Halbower"), the sole shareholder of MCH PWCM Holdings Inc., the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Pentwater Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities and Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Halbower is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
86881A100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 130,797,216 shares of Common Stock outstanding as of March 31, 2026, as reported in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 23, 2026.
(b)
Percent of class:
9.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Pentwater Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Pentwater Capital Management LP
Signature:
/s/ Matthew Halbower
Name/Title:
By: MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer
