Schedule 13G: Pentwater and Halbower Disclose 7M SGRY Shares (5.5%)

Rhea-AI Filing Summary

Pentwater Capital Management LP and Matthew Halbower report beneficial ownership of 7,000,000 shares of Surgery Partners, Inc. common stock (CUSIP 86881A100), representing 5.5% of the outstanding shares based on 128,160,075 shares outstanding as of May 5, 2025. The position is held by Pentwater Funds with shared voting and dispositive power for both reporting persons and no sole voting or dispositive power reported. The filing lists the Reporting Persons' business address in Naples, Florida, and includes a certification that the shares were acquired and are held in the ordinary course of business and not with the purpose of changing or influencing control of the issuer. The statement is signed by Matthew Halbower and dated 08/14/2025.

Positive

• Disclosure of material stake: Reporting of a 5.5% position (7,000,000 shares) provides market transparency
• Passive intent stated: Certification indicates shares are held in the ordinary course of business and not to influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: A 5.5% stake is material and could influence market attention, but no control intent is declared.

The filing discloses a meaningful passive stake of 7,000,000 shares, equal to 5.5% of shares outstanding, which is large enough to attract investor scrutiny and potential engagement with management. The Reporting Persons indicate shared voting and dispositive power only, and the certification states the holdings are for ordinary course investment purposes and not to influence control. For valuation or trading impact, further context such as timing of purchases, average price, or intentions for activism would be needed but are not provided in this filing.

Corporate Governance Expert

TL;DR: Disclosure shows a >5% institutional stake with shared authority; no explicit governance actions disclosed.

The Schedule 13G reports that Pentwater Funds hold the shares and that Mr. Halbower, through his role, shares voting and dispositive power. The form is filed under passive-owner procedures consistent with no control intent. The filing does not identify any group affiliation or plans to nominate directors or pursue corporate actions. From a governance perspective, this is a transparent disclosure of ownership but contains no commitments to change board composition or strategy.

FAQ

What stake in Surgery Partners (SGRY) do Pentwater and Matthew Halbower report?

They report beneficial ownership of 7,000,000 shares, equal to 5.5% of outstanding common stock based on 128,160,075 shares.

Do the reporting persons claim voting or dispositive control over the SGRY shares?

The filing reports 0 sole voting and dispositive power and 7,000,000 shared voting and dispositive power for each reporting person.

Under what form and rule was this filing submitted for SGRY?

This is a Schedule 13G filing with the Reporting Persons identified as an investment adviser and associated individual, indicating passive investor status.

Where is the reporting person's business address listed?

The business office address for the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.

When was the Schedule 13G signed?

The signatures by Pentwater Capital Management LP and Matthew Halbower are dated 08/14/2025.

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Accepted by SEC EDGAR 08/14/2025 - 04:07 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Surgery Partners, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

86881A100

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 7,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,000,000.00

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)

5.5 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 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 7,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,000,000.00

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)

5.5 %

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 128,160,075 shares of Common Stock outstanding as of May 5, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 12, 2025.
(b)	Percent of class: 5.5%
(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.
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
Date:	08/14/2025

Matthew Halbower

Signature:	/s/ Matthew Halbower
Name/Title:	Matthew Halbower, Individually
Date:	08/14/2025