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10-K – 2026-02-27 – btsg-20251231.htm
— — — 190,666 — ( 410 ) 190,256 Other comprehensive loss, net of tax — — — — ( 8,109 ) — ( 8,109 ) Share-based compensation — — 70,099 — — — 70,099 Exercise of stock options 3,402,905 34 25,247 — — — 25,281 Issuance of common stock for settlement of RSUs 1,948,306 19 ( 19 ) — — — — Tax effect of net share settlement of equity awards ( 323,293 ) ( 3 ) ( 7,551 ) — — — ( 7,554 ) Conversion of tangible equity units into common stock 14,350,217 144 ( 144 ) — — — — Share repurchase ( 1,500,000 ) ( 15 ) — ( 43,158 ) — — ( 43,173 ) Other — — — — — 484 484 Balances at December 31, 2025 192,124,125 $ 1,921 $ 1,954,482 $ ( 74,647 ) $ ( 6,691 ) $ 74 $ 1,875,139 (1) Net income (loss) to the Company for the years ended December 31, 2025, 2024, and 2023 excludes $( 1,143 ) , $( 1,789 ) , and $( 2,167 ) , respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements. (2) Issuance of common stock on initial public offering is presented net of underwriting discounts and commissions, and offering-related expenses of $ 36.8 million and tax benefit of $ 5.3 million. (3) Proceeds from stock purchase contract issued under tangible equity units is presented net of underwriting discounts and commissions of $ 9.1 million. See accompanying notes to the consolidated financial statements. 88 Table of Contents BrightSpring Health Services, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) For the Years Ended December 31, 2025 2024 2023 Operating activities: Net income (loss) $ 189,113 $ ( 20,521 ) $ ( 156,835 ) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 164,277 204,482 202,336 Impairment of long-lived assets 12,628 10,235 10,631 Change in fair value of contingent consideration, net ( 1,266 ) 2,261 — Payment of contingent consideration in excess of acquisition date fair value ( 6,170 ) ( 2,351 ) — Provision for credit losses 56,227 33,998 23,237 Amortization of deferred debt issuance costs 11,242 12,108 20,916 Share-based compensation 70,099 69,174 3,917 Deferred income taxes, net 14,842 ( 25,914 ) ( 52,632 ) Loss on extinguishment of debt — 12,726 — Loss on disposition of fixed assets 2,076 101 349 Other ( 4,356 ) ( 2,451 ) ( 572 ) Change in operating assets and liabilities, net of acquisitions: Accounts receivable ( 131,287 ) ( 179,040 ) ( 127,246 ) Prepaid expenses and other current assets 30,669 7,595 ( 34,899 ) Inventories ( 177,906 ) ( 236,514 ) 28,660 Trade accounts payable 264,171 303,209 105,649 Accrued expenses 32,003 ( 144,580 ) 193,633 Other assets and liabilities ( 36,193 ) ( 20,744 ) ( 6,361 ) Net cash provided by operating activities $ 490,169 $ 23,774 $ 210,783 89 Table of Contents BrightSpring Health Services, Inc. and Subsidiaries Consolidated Statements of Cash Flows (continued) (In thousands) For the Years Ended December 31, 2025 2024 2023 Investing activities: Purchases of property and equipment $ ( 95,484 ) $ ( 80,913 ) $ ( 73,527 ) Acquisitions of businesses, net of cash acquired ( 204,564 ) ( 59,797 ) ( 63,058 ) Other ( 5,031 ) 473 2,152 Net cash used in investing activities $ ( 305,079 ) $ ( 140,237 ) $ ( 134,433 ) Financing activities: Long-term debt borrowings $ — $ 2,566,000 $ — Long-term debt repayments ( 50,275 ) ( 3,396,334 ) ( 30,441 ) Proceeds from issuance of common stock on initial public offering, net — 656,485 — Proceeds from issuance of tangible equity units, net — 389,000 — (Repayments) borrowings of the Revolving Credit Facility, net ( 63,300 ) 12,600 ( 24,100 ) Payment of debt issuance costs — ( 47,045 ) — Repurchase of shares of common stock ( 43,173 ) ( 650 ) ( 650 ) Proceeds from shares issued under share-based compensation plan 25,281 1,535 598 Payment of taxes related to net share settlement of equity awards ( 7,554 ) ( 1,196 ) — Repurchase of stock options — — ( 10,000 ) Payment of contingent consideration up to acquisition date fair value ( 200 ) ( 1,805 ) ( 1,453 ) Purchase of redeemable noncontrolling interest ( 5,100 ) ( 2,316 ) — Investment in noncontrolling interests — — 735 Payment of financing lease obligations ( 13,545 ) ( 11,629 ) ( 11,596 ) Net cash (used in) provided by financing activities $ ( 157,866 ) $ 164,645 $ ( 76,907 ) Net increase (decrease) in cash and cash equivalents 27,224 48,182 ( 557 ) Cash and cash equivalents at beginning of year 61,253 13,071 13,628 Cash and cash equivalents at end of year $ 88,477 $ 61,253 $ 13,071 Cash and cash equivalents included in assets held for sale at end of year 107 299 641 Cash and cash equivalents included in continuing operations at end of year $ 88,370 $ 60,954 $ 12,430 Supplemental disclosures of cash flow information: Cash paid for: Interest, net $ 183,512 $ 211,387 $ 303,530 Income taxes, net of refunds $ 26,970 $ 24,953 $ 37,499 Supplemental schedule of non-cash investing and financing activities: Notes issued and contingent liabilities assumed in connection with acquisitions $ — $ 22,302 $ 7,519 Financing lease obligations $ 20,252 $ 13,095 $ 11,562 Repurchases of common stock in accounts payable $ — $ — $ 650 Purchases of property and equipment in accounts payable $ 6,767 $ 12,136 $ 12,981 Acquisition consideration in accounts payable $ 42,203 $ — $ 2,500 Consideration for purchase of redeemable noncontrolling interest in accounts payable $ — $ 5,100 $ — Shares issued in connection with acquisitions $ — $ 31,081 $ — See accompanying notes to the consolidated financial statements. 90 Table of Contents Index to Notes to Condensed Consolidated Financial Statements Page Note 1 - Significant Accounting Policies 92 Note 2 - Discontinued Operations 99 Note 3 - Revenues 101 Note 4 - Acquisitions 101 Note 5 - Goodwill and Intangible Assets 105 Note 6 - Debt and Derivatives 106 Note 7 - TEUs 109 Note 8 - Income Taxes 110 Note 9 - Detail of Certain Balance Sheet Accounts 112 Note 10 - Earnings Per Share 113 Note 11 - Common Stock, Preferred Stock, and Share-Based Compensation 114 Note 12 - Property and Equipment, Net 117 Note 13 - Lease Arrangements 117 Note 14 - Fair Value 118 Note 15 - Commitments and Contingencies 120 Note 16 - Related Party Transactions 120 Note 17 - Segment Information 121 91 Table of Contents BrightSpring Health Services, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Significant Accounting Policies Description of Business BrightSpring Health Services, Inc. and its subsidiaries (“BrightSpring,” the “Company,” “we,” “us,” or “our”) is a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to complex patients. Our platform delivers clinical services and pharmacy solutions across Medicare, Medicaid, and commercially-insured populations. On December 7, 2017, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Walgreens Boots Alliance, Inc. (“WBA”) purchased PharMerica Corporation (“PharMerica”) and on March 5, 2019, expanded with the acquisition of BrightSpring Health Holdings Corp. (“BrightSpring Corp. Acquisition”). The surviving entity was renamed BrightSpring Health Services, Inc. BrightSpring Health Services, Inc. completed its initial public offering (“IPO”) of 53,333,334 shares of its common stock at a price of $ 13.00 per share and its concurrent offering of 8,000,000 6.75 % tangible equity units (“TEUs”) with a stated amount of $ 50.00 per unit in January 2024 (collectively, “the IPO Offerings”). The net proceeds from the IPO Offerings amounted to $ 656.5 million and $ 389.0 million for the common stock and TEUs, respectively, after deducting underwriting discounts, commissions, and offering-related expenses. The common stock and TEUs began trading on the Nasdaq Global Select Market on January 26, 2024 under the ticker symbols “BTSG” and “BTSGU,” respectively. BrightSpring Health Services, Inc. used a portion of the net proceeds received from the IPO Offerings to repay certain indebtedness (see Note 6) and pay termination fees in connection with the termination of our monitoring agreement with KKR and WBA (the “Monitoring Agreement”) (see Note 16). The remaining proceeds were retained for general corporate purposes. On January 17, 2025, the Company entered into a purchase agreement to divest its community living services, home and community based waiver programs, and intermediate care facilities (the “Community Living business”). The transaction is subject to customary closing conditions and certain other antitrust laws, and is expected to close in the first fiscal quarter of 2026. During the second fiscal quarter of 2025, WBA sold their remaining ownership interests in the Company through open market transactions and is no longer considered a related party of the Company. In June and October 2025, KKR Stockholder and certain management selling stockholders completed registered secondary public offerings of the Company's common stock (the “Secondary Offerings”). As of the second fiscal quarter of 2025, the Company no longer qualifies as a “controlled company” under the Nasdaq Stock Market LLC listing standards and is therefore required to comply with all applicable corporate governance requirements of Nasdaq, subject to phase-in rules. The Company did not sell any shares of common stock that were offered in the Secondary Offerings. The Company did not receive any proceeds from the Secondary Offerings, other than proceeds received in connection with the cash exercise of stock options by the management selling stockholders in connection with the Secondary Offerings. The Company did not purchase any shares of common stock that were offered in the June 2025 secondary public offering. In connection with the October 2025 secondary public offering, the Company concurrently purchased from the underwriter, out of the aggregate of 15,000,000 shares of common stock that were the subject of the October 2025 secondary public offering, 1,500,000 shares of common stock. The price per share paid by the Company was equal to the price at which the underwriter purchased the shares from the selling stockholders in the October 2025 secondary public offering. The par value of the shares repurchased and the amount paid to repurchase the shares in excess of the par value were recorded as common stock and accumulated deficit, respectively, in the consolidated balance sheets. Principles of Consolidation The accompanying consolidated financial statements include the accounts of BrightSpring Health Services, Inc. and its subsidiaries. The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated. We record a noncontrolling interest for the allocable portion of income or loss and comprehensive income or loss to which the noncontrolling interest holders are entitled based upon their ownership share of the affiliate. The Company determined noncontrolling interests for certain of these VIEs to be redeemable noncontrolling interests, which are presented on the consolidated balance sheets as redeemable noncontrolling interests. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). 92 Table of Contents Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates are involved in the valuation of accounts receivable, inventory, intangible assets, derivatives, contingent consideration, taxes, insurance reserves, share-based compensation, and goodwill. Actual amounts may differ from these estimates. Revenue Recognition The Company recognizes the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. For transactions involving the transfer of goods, revenues are primarily recognized when the customer obtains control of the products sold, which is generally upon shipment or delivery, depending on the delivery terms specified in the sales agreement. For transactions exclusively involving provision of services, revenues are recognized over time based on an appropriate measure of progress. Additionally, where we are required to collect sales taxes from our customers, revenue is recognized net of any taxes collected, and the sales tax amounts are recorded as a liability until remitted to the governmental taxing authorities. The Company’s revenue recognition policy by reportable segment is as follows: Pharmacy Solutions Pharmacy Solutions revenues are generated from the products and services provided in association with the distribution of prescription drugs to consumers primarily under contracts with Prescription Drug Plans (“PDPs”) under Medicare Part D, state Medicaid programs, long-term care institutions, third party insurance companies, and private payors. Services provided include individualized medication management and support, staff and patient support programs and solutions, regulatory support, and product delivery. When an order for a prescription is placed with the Company, it creates the performance obligation to deliver a prescription and related services. The performance obligation is satisfied at a point in time upon shipment for specialty pharmacies and upon delivery for home and community-based pharmacies and facility-based pharmacies. Revenues are recognized at a point in time when the associated performance obligations are satisfied at the contractual rate established at or before the time the performance obligation is satisfied. Provider Services Provider Services revenues are generated from providing care services directly to consumers under contracts with state, local and other governmental agencies, as well as commercial insurance companies, long-term care insurance policies, private pay customers, and management contracts with private operators. Generally, these contracts, which are negotiated based on current contract practices as appropriate for the payor, establish the terms of a customer relationship and set the broad range of terms for services to be performed at stated rates. The contracts do not give rise to rights and obligations until a service request is placed with the Company. Contract terms vary but generally are for one year or less with available renewal options and a thirty-to-sixty-day reimbursement period. When a service request is placed with the Company, it creates the performance obligation to provide a defined quantity of service hours per patient. Performance obligations to deliver patient care services are satisfied over time and revenue is recognized using a time-based input method to measure progress against the contract between the Company and the customer, given that consumers simultaneously receive and consume the benefits provided by the Company as the services are performed. Revenues are recognized over a period of time as the services are rendered at the contractual rate established at or before the time services are rendered; thus, there are no forms of variable consideration associated with the various revenue streams. Contractual Allowances Revenues and the associated receivables are based upon the actual reimbursements expected to be received and include contractual allowances based upon historical trends, contractual reimbursement terms, and other factors which may impact ultimate reimbursement. Amounts are adjusted to actual reimbursed amounts based upon cash receipts. Cost of Goods and Cost of Services We classify expenses directly related to providing goods and services, including associated depreciation and amortization expense, as cost of goods and cost of services, respectively. Direct costs and expenses primarily include cost of drugs, salaries and benefits for direct care and service professionals, contracted labor costs, insurance costs, transportation costs for clients requiring services, certain client expenses such as supplies and medicine, residential occupancy expenses, which primarily comprise rent and utilities, and other miscellaneous direct goods or service-related expenses. 93 Table of Contents Supplier Rebates Pharmacy Solutions receives rebates on purchases from select vendors and suppliers for achieving purchase volumes. Rebates for brand name products are generally based on purchasing volumes or actual prescriptions dispensed. Rebates for generic products are primarily based on achieving purchasing volume requirements or other contractually based requirements. The Company considers these rebates product discounts, and as a result, the rebates are recorded as a reduction of product cost and relieved through cost of goods upon the sale of the related inventory or as a reduction of inventory for drugs which have not yet been sold. The rebate recorded is adjusted, if necessary, after the third party validates the appropriate data and notifies the Company of its agreement under the terms of the contract. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and cash equivalents with original maturities of three months or less. The Company places its cash in financial institutions that are federally insured. The majority of the Company’s bank accounts are zero balance accounts where cash needs are funded as checks are presented for payment by the holder. Checks issued pending clearance that result in overdraft balances for accounting purposes are included in accrued expenses in our consolidated balance sheets, and the change in the related balances are reflected in operating activities in the Company’s consolidated statements of cash flows. Accounts Receivable Accounts receivable primarily consist of amounts due from PDPs under Medicare Part D, institutional healthcare providers, state Medicaid programs, other government agencies, third party insurance companies, and private payors. To provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for credit losses to reduce the carrying value of such receivables to the extent it is probable that a portion or all of a particular account will not be collected, with the related expense recorded as a component of selling, general, and administrative expenses. The allowance for credit losses totaled $ 76.6 million and $ 45.0 million as of December 31, 2025 and 2024, respectively, and is reflected in accounts receivable, net of allowance for credit losses in our consolidated balance sheets. We regularly monitor past due accounts and establish appropriate reserves to cover potential losses and consider historical experience, pricing discrepancies, the current economic environment, customer credit ratings and/or bankruptcies to develop our allowance for credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance and write off any amounts deemed uncollectible against the established allowance for credit losses. Activity in the allowance for credit losses for the years ended December 31, 2025 and 2024 included provisions of credit losses of $ 56.2 million and $ 34.0 million, respectively; write offs of $ 29.5 million and $ 40.7 million, respectively; and r ecoveries and other changes of $ 4.9 million and $ 5.8 million, respectively. Inventories Inventory is primarily located at the Company’s pharmacy locations. Inventory consists solely of finished products (primarily prescription drugs) and is valued at the lower of first-in, first-out cost or net realizable value. Physical inventory counts are performed, at a minimum, on a quarterly basis at all pharmacy sites. Inventory and cost of goods are adjusted based upon the results of the physical inventory counts. Investments We consolidate investments when the entity is a VIE and we are the primary beneficiary, or if we have controlling interests in the entity, which is generally ownership in excess of 50 %. Third party equity interests in our consolidated joint ventures are reflected as noncontrolling interests or redeemable noncontrolling interests in our consolidated financial statements. We account for investments in entities in which we have the ability to exercise significant influence under the equity method if we hold 50% or less of the voting stock and the entity is not a VIE in which we are the primary beneficiary. The book value of investments that we account for under the equity method of accounting totaled $ 0.7 million and $ 0.7 million as of December 31, 2025 and 2024 , respectively, and is reflected in other assets within our consolidated balance sheets. Goodwill and Intangible Assets The Company tests goodwill for impairment annually as of October 1, or more frequently if impairment indicators arise. The Company had six reporting units for the purpose of goodwill testing: Institutional Pharmacy, Home Infusion, Specialty Solutions, Hospice Pharmacy, Behavioral Health, and Home Health and Therapies. The Community Living business represents a portion of the Behavioral Health reporting unit. In 2025, 2024, and 2023, the Company performed a quantitative assessment of all reporting units as of October 1. Refer to Note 5 for discussion of results. Our intangible assets consist primarily of customer relationships, trade names, and definite-lived licenses, which are amortized over two to twenty years , based on their estimated useful lives. We also have indefinite-lived intangible licenses. The Company tests all 94 Table of Contents intangible assets for impairment at least annually, and more frequently if impairment indicators arise. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized. We elected to perform a qualitative assessment for all intangible assets for our annual impairment test in the fourth quarter of 2025, 2024, and 2023 . As a result of our qualitative analyses, we determined that it was more-likely-than-not that the fair values of our indefinite-lived intangible assets were greater than their carrying values. We recorded impairment related to definite-lived intangible licenses of $ 10.8 million, $ 1.7 million, and $ 1.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, included within selling, general, and administrative expenses on the consolidated statements of operations. Debt Issuance Costs The Company capitalizes financing fees related to acquiring or issuing new debt instruments. These expenditures include bank fees and premiums, legal costs, and filing fees. Debt issuance costs are capitalized and amortized as interest expense over the terms of the related debt using the effective interest rate method. Debt issuance costs related to term loans and specified maturity borrowings are presented as a direct reduction of the carrying value of the debt. Debt issuance costs related to revolving credit facilities and lines of credit are presented as other assets in our consolidated balance sheets. Deferred Offering Costs Deferred offering costs of $ 5.6 million, which consist of legal, accounting, filing, and other fees and costs directly attributable to the Company's IPO, were capitalized, and upon completion of the IPO in January 2024, were subsequently recorded in shareholders' equity as a reduction of proceeds during the first fiscal quarter. There were no deferred offering costs as of December 31, 2025 or 2024. Derivative Financial Instruments The Company has interest rate swap agreements to manage its interest rate exposure. The Company does not use financial instruments for trading or other speculative purposes. The interest rate swap agreements are designated as qualifying cash flow hedging relationships and changes in the fair values that are included in the assessment of effectiveness are recognized in accumulated other comprehensive income (“AOCI”) until the hedged items affect earnings. The Company formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. The gain or loss on the derivative included in the assessment of effectiveness is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The Company’s policy for treatment of discontinued derivative instruments states that the Company will discontinue hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. Additionally, if it becomes probable that a forecasted transaction will not occur, the Company will recognize immediately in earnings gains and losses that were accumulated in OCI related to the hedging relationship. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company would continue to carry the derivative at its fair value on the consolidated balance sheets and recognize any subsequent changes in its fair value in earnings. Income Taxes The provision for income taxes is based upon the Company’s annual income or loss for each respective accounting period. The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets generally represent items that will result in a tax deduction in future years for which we have already recorded the tax benefit in the accompanying consolidated income statements. The Company also recognizes as deferred tax assets the future tax benefits from net operating and capital loss carryforwards. We assess the likelihood that deferred tax assets will be realized from future taxable income. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that some portion or all of the net deferred tax assets will not be realized. The first step in determining the deferred tax asset valuation allowance is identifying reporting jurisdictions where we have a history of tax and operating losses or are projected to have losses in future periods as a result of changes in operational performance. We then determine if a valuation allowance should be established against the deferred tax assets for that reporting jurisdiction. The second step is to determine the amount of valuation allowance. We will generally establish a valuation allowance equal to the net deferred tax asset (deferred tax assets less deferred tax liabilities) related to the jurisdiction identified in step one of the analysis. In certain cases, we may not reduce the valuation allowance by the amount of the deferred tax liabilities depending on the nature and timing of future 95 Table of Contents taxable income attributable to deferred tax liabilities. With respect to net deferred tax assets, the Company considers all available positive and negative evidence to determine whether a valuation allowance is needed. This includes an analysis of net operating loss carryforwards available under law, anticipated future income or loss, as well as tax planning strategies. If the cumulative weight of evidence suggests that it is more-likely-than-not that all or some portion of the net deferred tax assets will not be realized, a full or partial valuation allowance will be recognized based upon the qualitative and quantitative evidence examined. Our policy is to recognize interest related to unrecognized tax benefits as interest expense, and penalties as selling, general, and administrative expenses in the consolidated statements of operations. Legal Contingencies We are a party to numerous claims and lawsuits with respect to various matters. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. See Note 15. Insurance Losses We self-insure a substantial portion of our general and professional liability, automobile liability, workers’ compensation risks, and health benefits, subject to certain stop loss coverage at a high level of losses. Provisions for losses for workers’ compensation risks and health benefits are based upon actuarially determined estimates and include an amount determined from reported claims and an amount based on past experiences for losses incurred but not reported. Estimates of workers’ compensation claims reserves have been discounted using a discount rate of 4.0 % and 4.5 % at December 31, 2025 and 2024 , respectively. Provisions for general and professional and automobile liabilities are recorded on a claims-made basis, which includes estimates of fully developed losses for both reported and unreported claims. Accruals for general and professional and automobile liabilities are based on analyses performed internally by management. The liabilities are evaluated quarterly, and any adjustments are reflected in earnings in the period identified. These liabilities are necessarily based on estimates and, while we believe that the provision for loss is adequate, the ultimate liability may differ from the amounts recorded. Fair Value of Financial Instruments The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: (a) Level 1 Quoted prices in active markets for identical assets or liabilities. (b) Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability. (c) Level 3 Unobservable inputs used in valuations in which there is little market activity for the asset or liability at the measurement date. At December 31, 2025 and 2024 , the fair value of cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these instruments. The carrying amounts of the Company’s long-term debt can differ from its fair value as the principal amounts outstanding are partially subject to fixed interest rates. The estimates of fair value are generally based on Level 2 inputs, including quoted market prices or quoted market prices for similar issues of long-term debt with the same maturities. Our interest rate swaps are marked to market and therefore reflect their fair value. All debt classifications and interest rate swaps represent Level 2 fair value measurements (refer to Note 6). Contingent consideration, which is comprised of future earn-outs and a post-closing equity adjustment feature associated with an acquisition, represents a Level 3 fair value measurement as there is little or no market data available. Refer to Note 14. Leases We determine if an arrangement is, or contains, a lease at contract inception and recognize a right-of-use asset and a lease liability at the lease commencement date. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet for select asset classes. The lease liability is measured at the present value of future lease payments as of the lease commencement date. The right-of-use asset recognized is based on the lease liability adjusted for prepaid and deferred rent and unamortized lease 96 Table of Contents incentives. Amortization of the right-of-use asset and accretion of the lease liability for an operating lease are recognized as a single lease cost, on a straight-line basis, over the lease term and included in cost of goods, cost of services, or selling, general, and administrative expenses on our consolidated statements of operations. A finance lease right-of-use asset is amortized on a straight-line basis over the lesser of the useful life of the leased asset or lease term, with interest costs reported separately. Variable common area maintenance and property tax expenses are expensed as incurred. Reductions of the right-of-use asset and the change in the lease liability are included within the changes in other assets and liabilities within operating activities on our consolidated statements of cash flows. As our leases do not provide an implicit discount rate, we use our incremental borrowing rate as the discount rate for our leases, which is equal to the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. We determine the incremental borrowing rate applicable to each lease by reference to our outstanding secured borrowings. We then obtain a corporate yield curve with the same rating from an external source to adjust for differing tenors to reflect differing lease terms. We have elected to use the portfolio approach in determining our incremental borrowing rate. The incremental borrowing rate for all new or amended leases is based upon the lease terms. The lease terms for all the Company’s leases include the contractually obligated period of the leases, plus any additional periods covered by Company options to extend the leases that the Company is reasonably certain to exercise. Certain leases provide that the lease payments may be increased annually based on the fixed rate terms or adjustable terms such as the Consumer Price Index. Future base rent escalations that are not contractually quantifiable as of the lease commencement date are not included in our lease liability. We regularly review the carrying value of our right-of-use assets with respect to any events or circumstances that indicate a possible inability to recover their carrying amount. Indicators of impairment include, but are not limited to, loss of contracts, significant census declines, reductions in reimbursement levels, significant litigation, and impact of economic conditions on service demands and levels. Our evaluation is based on undiscounted cash flows, operating results, as well as significant events or changes in the reimbursement or regulatory environment. If the undiscounted cash flows suggest the recorded amounts cannot be recovered, the carrying values of such assets are reduced to fair value. We recorded a right-of-use asset impairment of $ 1.8 million, $ 2.3 million, and $ 1.0 million for the years ended December 31, 2025, 2024, and 2023 , respectively, included within selling, general, and administrative expenses on the consolidated statements of operations. Property and Equipment Property and equipment are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets (generally, three to ten years for equipment and software and twenty years for buildings). Leasehold improvements are depreciated over the shorter of their estimated useful lives or the terms of their respective leases (generally, one to fifteen years ). We regularly review the carrying value of long-lived assets, with respect to any events or circumstances that indicate a possible inability to recover their carrying amount. Indicators of impairment include, but are not limited to, loss of contracts, significant census declines, reductions in reimbursement levels, significant litigation, and impact of economic conditions on service demands and levels. Our evaluation is based on undiscounted cash flows, operating results, as well as significant events or changes in the reimbursement or regulatory environment. If the undiscounted cash flows suggest the recorded amounts cannot be recovered, the carrying values of such assets are reduced to fair value. There was no impairment for the years ended December 31, 2025, 2024, and 2023 . Segments Operating segments are defined as components of a company that engage in business activities from which it may earn revenues and incur expenses, and for which separate financial information is available and is regularly reviewed by the Company’s chief operating decision maker (“CODM”) to assess the performance of the individual segments and make decisions about resources to be allocated to the segments. The Company’s operating segments have been identified based upon similar economic characteristics, nature of services, types of customers, and how the CODM manages the business and allocates resources in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting . The Company has identified three operating segments and has aggregated two of these operating segments into the Provider Services reportable segment. The Pharmacy Solutions operating segment is also a reportable segment. In our Provider Services reportable segment, we provide a variety of services to help manage the whole-person health of our patients in their homes and communities through services such as home health care and hospice care and long-term specialty care. Our Pharmacy Solutions segment operates long-term institutional pharmacies, hospice pharmacies, specialty oncology pharmacies, and home infusion centers. Our service offerings are impacted by medication availability and reliability, cost containment, staff and patient support solutions, and regulatory support. Our Pharmacy Solutions segment is designed to drive medication adherence, patient outcomes, process efficiency, and compliance in a number of areas. Substantially all of the Company’s revenues are generated inside the United States, with the Provider Services segment generating insignificant amounts of revenue in Canada. Refer to Note 17 for additional information on the Company’s segments. 97 Table of Contents Share-Based Compensation The Company measures and recognizes compensation expense for share-based compensation awards based on the fair value of each award at its grant date and recognizes expense over the related service period on a straight-line basis. The Company accounts for forfeitures of share-based compensation awards as they occur. Compensation expense for share-based payments is included in cost of goods, cost of services, and selling, general, and administrative expenses in our consolidated statements of operations. Foreign Currency Translation BrightSpring’s Canadian subsidiary designates its local currency as its functional currency. Operating results are translated into U.S. dollars using monthly average exchange rates, while balance sheet accounts are translated using period-end exchange rates. The resulting translation adjustments are included as a component of AOCI in shareholders’ equity. Operating results from foreign operations are not material to our consolidated financial statements. Recently Adopted Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU requires the following disclosures on an annual basis: • A tabular rate reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory tax further broken out by nature and/or jurisdiction; • Qualitative disclosure of the nature and effect of significant reconciling items by specific categories and individual jurisdictions; and • Income taxes paid (net of refunds received), broken out between federal, state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard effective January 1, 2025, using the retrospective transition method. The adoption resulted in the restatement of comparative periods to reflect the new disclosure requirements. This ASU had no impact on the Company’s consolidated financial condition or results of operations. Refer to Note 8 for the related income tax disclosures. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting . This ASU requires the following disclosures on an annual and interim basis: • Significant segment expenses that are regularly provided to the CODM and included with each reported measure of segment profit/loss; • Other segment items by reportable segment, consisting of differences between segment revenue and segment profit/loss not already disclosed above; • Other information by reportable segment, including total assets, depreciation and amortization, and capital expenditures; and • The title of the CODM and an explanation of how the CODM uses the reported measures of segment profit/loss in assessing segment performance and deciding how to allocate resources. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied on a retrospective basis. The Company adopted the ASU for the year ended December 31, 2024. This ASU had no impact on the Company’s consolidated financial condition or results of operations. Refer to Note 17 for the related segment disclosures. Recently Issued Accounting Standards In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which was further clarified in January 2025 through the issuance of ASU 2025-01. These ASUs require new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of goods and services and selling, general, and administrative expenses. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, with early adoption permitted. The adoption of this guidance will have no impact on the Company's consolidated financial condition or results of operations. The Company is currently evaluating the impact to the related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs 98 Table of Contents by removing all references to prescriptive and sequential software development stages. The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment . The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating the impacts of this guidance on the consolidated financial statements and related disclosures. 2. Discontinued Operations On January 17, 2025, BrightSpring entered into a definitive agreement to sell its Community Living business to National Mentor Holdings, Inc. (the “Purchaser”), for $ 835.0 million in cash upon closing, subject to certain post-closing adjustments. We entered into the transaction in order to streamline our service offerings and further focus on the senior and specialty populations. The transaction is currently expected to close in the first fiscal quarter of 2026, subject to receipt of customary regulatory approvals and other closing conditions. The Company has determined the divestiture of the Community Living business represents a strategic shift that will have a major effect on its business and has concluded the criteria for classification as discontinued operations were met during the first fiscal quarter of 2025. Accordingly, the Community Living business is reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations . The related assets and liabilities of the Community Living business are classified as assets and liabilities held for sale in the accompanying consolidated balance sheets and the results of operations from the Community Living business are classified as discontinued operations in the consolidated statements of operations. Applicable amounts in prior years have been retrospectively revised and recast to conform to this discontinued operations presentation. The Community Living business was historically presented as a part of the Provider Services reportable segment. In accordance with ASC 205-20, Allocation of Interest to Discontinued Operations , the Company elected to allocate interest expense to discontinued operations for the Company’s debt that is not directly attributed to the Community Living business. Interest expense was allocated based on a ratio of net assets held for sale to the sum of consolidated net assets and consolidated debt. In addition, upon closing of the divestiture, we will enter into a transition services agreement (“TSA”) with the Purchaser to support the Purchaser's post-closing operations of the Community Living business by providing the Purchaser with certain transition services in exchange for service fees in the form of both fixed-price and pass through costs. Transition services will primarily include human resources, IT, facilities management, and compliance. The financial results of the Community Living business are presented as income from discontinued operations on our consolidated statements of operations. The following table presents the financial results of the Community Living business (in thousands): For the Years Ended December 31, 2025 2024 2023 Services revenue $ 1,234,403 $ 1,194,258 $ 1,135,159 Cost of services 840,172 872,250 840,361 Gross profit 394,231 322,008 294,798 Selling, general, and administrative expenses 254,753 223,588 205,743 Operating income of discontinued operations 139,478 98,420 89,055 Interest expense, net 29,917 37,840 52,694 Income from discontinued operations before income taxes 109,561 60,580 36,361 Income tax expense from discontinued operations 25,244 12,170 10,930 Income from discontinued operations, net of income taxes $ 84,317 $ 48,410 $ 25,431 99 Table of Contents The following table presents the aggregate carrying amounts of assets and liabilities held for sale for the Community Living business in the consolidated balance sheets (in thousands): December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 107 $ 299 Accounts receivable, net of allowance for credit losses 136,875 125,872 Inventories 3,294 4,007 Prepaid expenses and other current assets 2,717 1,269 Total current assets held for sale 142,993 131,447 Property and equipment, net of accumulated depreciation of $ 104,314 and $ 110,417 at December 31, 2025 and 2024, respectively 83,465 69,715 Goodwill 307,640 307,640 Intangible assets, net of accumulated amortization 216,192 216,258 Operating lease right-of-use assets, net 129,005 88,717 Deferred income taxes, net — 287 Other assets 2,894 5,343 Total assets held for sale $ 882,189 $ 819,407 Liabilities Current liabilities: Trade accounts payable $ 25,081 $ 17,366 Accrued expenses 59,038 60,791 Current portion of obligations under operating leases 32,749 30,755 Current portion of obligations under financing leases 7,691 8,651 Total current liabilities held for sale 124,559 117,563 Obligations under operating leases, net of current portion 57,771 58,147 Obligations under financing leases, net of current portion 12,766 18,461 Deferred income taxes, net 390 — Long-term liabilities 508 569 Total liabilities held for sale $ 195,994 $ 194,740 In accordance with ASC 205-20, all assets and liabilities held for sale are reported as current on the consolidated balance sheet at December 31, 2025 as the Community Living transaction is expected to close within one-year of the balance sheet date. The presentation of assets and liabilities held for sale on the consolidated balance sheet at December 31, 2024 are reported as current and noncurrent, consistent with the conclusion in the period, as the transaction did not meet the requirements of held for sale at that point in time. The following table presents the significant non-cash items and purchases of property and equipment for the discontinued operations that are included in the accompanying consolidated statements of cash flows (in thousands): For the Years Ended December 31, 2025 2024 2023 Cash flows from operating activities of discontinued operations: Depreciation and amortization $ 1,329 $ 42,338 $ 41,779 Share-based compensation 10,934 7,838 137 Impairment of long-lived assets — 6,238 8,134 Cash flows from investing activities of discontinued operations: Purchases of property and equipment 12,313 10,429 11,983 100 Table of Contents 3. Revenues The Company is substantially dependent on revenues received under contracts with federal, state, and local government agencies. Operating funding sources are generally earned from Medicaid, Medicare, commercial insurance reimbursement, and private and other payors. There is no single customer whose revenue was 10% or more of our consolidated revenue. The following tables set forth revenue by payor type (in millions): Pharmacy Solutions For the Years Ended December 31, 2025 2024 2023 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 3,114.6 24.1 % $ 2,360.0 23.4 % $ 1,657.7 21.6 % Medicaid 1,093.2 8.5 % 829.1 8.2 % 656.1 8.5 % Medicare Part A 572.8 4.4 % 546.4 5.4 % 549.3 7.1 % Medicare Part B 76.4 0.6 % 70.3 0.7 % 61.2 0.8 % Medicare Part C 2,277.5 17.6 % 1,547.1 15.4 % 1,384.3 18.0 % Medicare Part D 4,097.8 31.7 % 3,202.0 31.8 % 2,031.9 26.4 % Private & other 213.5 1.8 % 199.4 2.0 % 182.0 2.4 % $ 11,445.8 88.7 % $ 8,754.3 86.9 % $ 6,522.5 84.8 % Provider Services For the Years Ended December 31, 2025 2024 2023 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 188.7 1.5 % $ 168.1 1.7 % $ 152.5 2.0 % Medicaid 402.0 3.1 % 337.4 3.3 % 323.0 4.2 % Medicare Part A 521.5 4.0 % 453.2 4.5 % 409.3 5.3 % Medicare Part B 6.4 0.0 % 25.6 0.3 % 21.6 0.3 % Medicare Part C 135.6 1.1 % 117.9 1.2 % 66.1 0.9 % Private & other 210.6 1.6 % 215.7 2.1 % 196.0 2.5 % $ 1,464.8 11.3 % $ 1,317.9 13.1 % $ 1,168.5 15.2 % Consolidated For the Years Ended December 31, 2025 2024 2023 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 3,303.3 25.6 % $ 2,528.1 25.1 % $ 1,810.2 23.6 % Medicaid 1,495.2 11.6 % 1,166.5 11.5 % 979.1 12.7 % Medicare Part A 1,094.3 8.4 % 999.6 9.9 % 958.6 12.4 % Medicare Part B 82.8 0.6 % 95.9 1.0 % 82.8 1.1 % Medicare Part C 2,413.1 18.7 % 1,665.0 16.6 % 1,450.4 18.9 % Medicare Part D 4,097.8 31.7 % 3,202.0 31.8 % 2,031.9 26.4 % Private & other 424.1 3.4 % 415.1 4.1 % 378.0 4.9 % $ 12,910.6 100.0 % $ 10,072.2 100.0 % $ 7,691.0 100.0 % Refer to Note 17 for the disaggregation of revenues by segment. 4. Acquisitions 2025 Acquisitions During the year ended December 31, 2025 , we completed three acquisitions within the Provider Services segment for aggregate consideration net of cash acquired of $ 247.0 million. We entered into these transactions in order to expand our services and geographic offerings. The operating results of these acquisitions are included in our consolidated financial statements from the respective dates of the acquisition. 101 Table of Contents Amedisys and LHC Branches Acquisition The Company entered into a purchase agreement with Amedisys, Inc., UnitedHealth Group Incorporated and certain of their respective subsidiaries, to purchase certain Amedisys home health and hospice care centers and certain UnitedHealth Group care centers (the “Amedisys and LHC Branches Acquisition” ), which is comprised of 110 branches, for a total purchase price of $ 246.4 million, net of cash acquired. On December 1, 2025 and December 31, 2025, the Company closed on 103 branches and 4 branches, respectively, as a part of the Amedisys and LHC Branches Acquisition for aggregate consideration of $ 238.5 million net of cash acquired . The closing of the remaining three branches is expected to occur in fiscal year 2026, subject to customary regulatory approvals and other closing conditions. Upon closing, we entered into a one-year TSA with the sellers to support our post-closing operations of the Amedisys and LHC Branches Acquisition . The sellers will continue to provide certain transition services in exchange for fixed-price service fees. Transition services primarily include finance and accounting, human resources, IT, and legal and compliance services. The fees associated with the services rendered under the TSA are not material to our results of operations and are recorded within selling, general, and administrative expenses in our consolidated statements of operations. T he Amedisys and LHC Branches Acquisition provides home health and hospice care services through several legal entities in 18 states, of which 17 states have closed as of December 31, 2025. Its results are consolidated within the Provider Services segment. The allocation of the purchase price is provisional as of December 31, 2025. Provisional amounts primarily relate to licenses, certain lease right-of-use assets and lease liabilities, working capital accounts (accounts receivable and certain accruals), and the valuation of redeemable noncontrolling interests. The provisional status is due to pending third‑party valuations, receipt of additional information from the sellers, and completion of certain closing procedures. We expect to complete the purchase price allocation no later than December 1, 2026. During the measurement period, we will record adjustments to provisional amounts with a corresponding adjustment to goodwill, reflecting facts and circumstances that existed as of the acquisition dates. The following table summarizes the consideration paid (in thousands) for the Amedisys and LHC Branches Acquisition and the provisional fair value of the assets acquired and the liabilities assumed at the respective acquisition dates. Accounts receivable $ 22,880 Prepaid expenses and other current assets 32 Property and equipment 5,580 Goodwill 175,042 Intangible assets 62,897 Operating lease right-of-use assets 12,604 Other assets 96 Trade accounts payable 730 Accrued expenses 10,631 Current portion of obligations under operating leases 4,177 Current portion of obligations under financing leases 1,746 Obligations under operating leases, net of current portion 8,427 Obligations under financing leases, net of current portion 3,570 Long-term liabilities 2,773 Redeemable noncontrolling interests 8,639 Noncontrolling interests ( 21 ) Aggregate purchase price, net of cash acquired $ 238,459 The Company acquired eight joint ventures as a part of the transaction which are recorded as redeemable noncontrolling interests and noncontrolling interests on the consolidated balance sheet. We have estimated the fair value of acquired licenses of $ 62.9 million based upon a third-party valuation. The definite-lived licenses have an estimated weighted average useful life of 10.0 years, and $ 56.0 million of licenses were assigned an indefinite life. We expect all of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisition. The Amedisys and LHC Branches Acquisition contributed $ 25.3 million in revenue and $ 1.2 million in operating income from the date acquired through the year ended December 31, 2025. 102 Table of Contents The following table contains the unaudited pro forma consolidated financial information for the year ended December 31, 2025, assuming that the Amedisys and LHC Branches Acquisition transaction closed on January 1, 2024 (in thousands): For The Years Ended December 31, 2025 2024 Revenue $ 13,255,587 $ 10,413,024 Operating income $ 318,968 $ 135,722 Net income (loss) attributable to BrightSpring Health Services, Inc. $ 123,662 $ ( 46,201 ) These pro forma results include adjustments for current factors that would affect the business, including non-recurring transaction costs, depreciation, amortization of acquired intangible assets, and income taxes based on the Company's statutory tax rate. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2024 and does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition. Others Aggregate consideration for the two other acquisitions completed in 2025 was approximately $ 8.5 million. No cash was acquired as a part of these transactions. The operating results of the acquisitions are not material to our results of operations. Measurement period adjustments for these acquisitions recorded in the year ended December 31, 2025 were not material to the consolidated financial statements. The Company expects to finalize the purchase price allocation for the 2025 acquisitions prior to the one-year anniversary date of each acquisition. During the year ended December 31, 2025 , the Company incurred approximately $ 14.5 million in transaction costs related to all aforementioned acquisitions completed in 2025. These costs are included in selling, general, and administrative expenses in our consolidated statements of operations. 2024 Acquisitions During the year ended December 31, 2024 , we completed eight acquisitions within the Pharmacy Solutions and Provider Services segments. We entered these transactions in order to expand our services and geographic offerings. Aggregate consideration net of cash acquired for these acquisitions was approximately $ 110.6 million. The operating results of these acquisitions are included in our consolidated financial statements from the respective dates of the acquisition. Haven Hospice The following table summarizes the consideration paid (in thousands) for the September 1, 2024 acquisition of North Central Florida Hospice, Inc. ( “ Haven Hospice ” ) and the fair value of the assets acquired and the liabilities assumed at the acquisition date, which has been adjusted for immaterial measurement-period adjustments through September 1, 2025. Haven Hospice provides hospice and palliative care services in the state of Florida. Its results are consolidated within the Provider Services segment. Inventories $ 45 Property and equipment 495 Goodwill 45,614 Intangible assets 19,860 Operating lease right-of-use assets 7,157 Trade accounts payable 1,264 Current portion of obligations under operating leases 2,235 Obligations under operating leases, net of current portion 4,922 Aggregate purchase price $ 64,750 Consideration for the Haven Hospice acquisition included a $ 15.0 million cash payment, $ 15.0 million seller note payable in 2028, and $ 30.0 million of the Company's common stock equal to 2,471,251 shares. The number of shares was calculated by dividing $ 30.0 million by a price per share equal to the average of the volume weighted average trading price of the Company's common stock on each of the fifteen consecutive trading days ending on and including the trading day that is three trading days prior to the closing date, as required by the asset purchase agreement. The sellers were restricted from trading during a 180-day lock-up period from closing with agreed-upon sale volume limitations for four years thereafter. The asset purchase agreement also includes a post-closing 103 Table of Contents adjustment feature to the extent any losses are incurred by the sellers in the sale of their common stock for four years following closing with a final equity adjustment feature (see Note 14). The intangible assets consist of $ 14.8 million in indefinite-lived licenses and $ 5.1 million of trade name that have an estimated useful life of 10.0 years. The fair value of acquired licenses and trade name were based upon a third-party valuation. We expect all of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisition. Haven Hospice contributed $ 68.9 million and $ 19.8 million in revenue and $ 7.8 million and $ 1.0 million of operating income during the years ended December 31, 2025 and 2024, respectively. Pro forma financial data for the Haven Hospice acquisition has not been included as the results of the operations are not material to our consolidated financial statements. Others The following table summarizes the consideration paid (in thousands) for 2024 acquisitions, excluding Haven Hospice, and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition dates, which were adjusted for immaterial measurement-period adjustments through December 31, 2025. Consideration for acquisitions by the Pharmacy Solutions and Provider Services segments was $ 27.0 million and $ 18.9 million, respectively. Accounts receivable $ 3,749 Inventories 1,234 Prepaid expenses and other current assets 174 Property and equipment 398 Goodwill 17,721 Intangible assets 31,233 Operating lease right-of-use assets 364 Other assets 1,438 Trade accounts payable 650 Accrued expenses 7,657 Current portion of obligations under operating leases 56 Current portion of obligations under financing leases 53 Obligations under operating leases, net of current portion 308 Obligations under financing leases, net of current portion 8 Deferred income taxes, net 1,686 Aggregate purchase price, net of cash acquired $ 45,893 We have estimated the fair value of acquired customer relationships, licenses, trade names, and covenants not to compete based upon third-party valuations and/or the values assigned in prior acquisitions that were deemed comparable in nature. The intangible assets consist primarily of $ 22.3 million in customer relationships, $ 5.7 million in definite-lived licenses, $ 2.1 million in indefinite-lived licenses, $ 0.6 million in covenants not to compete, and $ 0.5 million in trade names. Definite-lived intangible assets have an estimated weighted average useful life of 14.9 years. We expect $ 12.0 million of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisitions. The above acquisitions contributed approximately $ 81.3 million and $ 59.9 million in revenue and $( 0.4 ) million, which included $ 3.0 million of non-cash intangible impairment, and $ 5.0 million in operating (loss) income during the years ended December 31, 2025 and 2024, respectively. Pro forma financial data for the 2024 acquisitions has not been included as the results of the operations are not material to our consolidated financial statements. Measurement period adjustments for all aforementioned acquisitions completed in 2024 recorded during the year ended December 31, 2025 were not material to the consolidated financial statements. The Company finalized the purchase price allocation for the 2024 acquisitions prior to the one-year anniversary date of each acquisition. During the year ended December 31, 2024, the Company incurred approximately $ 3.4 million in transaction costs related to all aforementioned acquisitions completed in 2024. These costs are included in selling, general, and administrative expenses in our consolidated statements of operations. The Company also purchased the remaining 30 % noncontrolling interest in Gateway Pediatric Therapy, LLC during the first fiscal quarter of 2024 and the remaining 45 % noncontrolling interest in Harvest Grove LTC, LLC during the third fiscal quarter of 2024. These transactions did not meet the definition of a business combination in accordance with ASC 805 , Business Combinations . 104 Table of Contents 5. Goodwill and Intangible Assets In 2025, 2024, and 2023 , the Company performed a quantitative assessment of all reporting units as of October 1. We utilized a combination of the discounted cash flow analysis or “income approach” ( 50 %) and the “market approach” ( 50 %). Our 2025, 2024, and 2023 goodwill impairment analyses concluded that the fair values of all reporting units were in excess of their carrying amounts. Subsequent to completing our goodwill impairment tests, no further indicators of impairment were identified. Based on these analyses, we recorded no goodwill impairment for the years ended December 31, 2025, 2024, and 2023. The determination of whether the carrying value of the reporting unit exceeds its fair value involves a high degree of estimation and can be affected by a number of industry and company-specific risk factors that are subject to change over time. If actual performance does not achieve the projections, or if the assumptions used change in the future, we may be required to recognize additional impairment charges in future periods. A summary of changes to goodwill is as follows (in thousands): Goodwill Pharmacy Solutions Provider Services Total Goodwill at January 1, 2024* $ 833,989 $ 1,466,783 $ 2,300,772 Goodwill added through acquisitions 7,063 56,144 63,207 Measurement period adjustments — 237 237 Foreign currency adjustments — ( 332 ) ( 332 ) Goodwill at December 31, 2024* $ 841,052 $ 1,522,832 $ 2,363,884 Goodwill added through acquisitions — 181,472 181,472 Measurement period adjustments — 128 128 Foreign currency adjustments — 189 189 Goodwill at December 31, 2025* $ 841,052 $ 1,704,621 $ 2,545,673 * For the periods presented, the carrying amount of goodwill is presented net of accumulated impairment losses of $ 40.9 million, which were incurred in fiscal year 2022. Intangible assets are as follows (in thousands): December 31, 2025 December 31, 2024 Gross Accumulated Amortization Net Carrying Value Gross Accumulated Amortization Net Carrying Value Life (Years) Customer relationships $ 502,160 $ 356,146 $ 146,014 $ 542,137 $ 335,647 $ 206,490 5 - 20 Trade names 318,768 154,601 164,167 332,977 140,020 192,957 2 - 20 Licenses 67,395 18,886 48,509 68,425 17,528 50,897 10 - 20 Doctor/payor network 5,650 4,987 663 12,730 10,965 1,765 5 - 8 Covenants not to compete 6,654 4,717 1,937 8,790 5,886 2,904 2 - 7 Other intangible assets 10,940 7,925 3,015 10,940 6,362 4,578 5 - 7 Total definite-lived assets $ 911,567 $ 547,262 $ 364,305 $ 975,999 $ 516,408 $ 459,591 Licenses 193,250 — 193,250 135,633 — 135,633 Indefinite Total intangible assets $ 1,104,817 $ 547,262 $ 557,555 $ 1,111,632 $ 516,408 $ 595,224 Amortization expense for the years ended December 31, 2025, 2024, and 2023 was $ 91.1 million , $ 95.3 million , and $ 103.3 million , respectively. As of December 31, 2025, total estimated amortization expense for the Company’s definite-lived intangible assets for the next five years and thereafter is as follows (in thousands): 2026 $ 79,888 2027 46,935 2028 39,876 2029 34,000 2030 33,108 Thereafter 130,498 $ 364,305 105 Table of Contents 6. Debt and Derivatives The table below summarizes the total outstanding debt of the Company (in thousands): December 31, 2025 December 31, 2024 Rate Amount Rate Amount First Lien Incremental Term Loan Tranche B-5 - payable to lenders at SOFR plus applicable margin 6.22 % $ 2,521,255 6.86 % $ 2,546,787 Revolving Credit Loans - payable to lenders at SOFR plus applicable margin 6.47 % — 7.61 % — Swingline/Base Rate - payable to lenders at ABR plus applicable margin 8.50 % — 9.75 % 63,300 Amortizing Notes (1) 31,360 53,804 Notes payable and other 17,129 19,428 Total debt 2,569,744 2,683,319 Less: debt issuance costs, net 62,200 72,736 Total debt, net of debt issuance costs 2,507,544 2,610,583 Less: current portion of long-term debt 52,340 48,725 Total long-term debt, net of current portion $ 2,455,204 $ 2,561,858 (1) See Note 7 for discussion of Amortizing Notes. As of December 31, 2025, maturities of long-term debt for the next five years and thereafter are as follows (in thousands): 2026 $ 52,340 2027 32,135 2028 40,549 2029 25,549 2030 25,549 Thereafter 2,393,622 $ 2,569,744 See Note 13 for maturities of obligations under financing leases. The following discussion summarizes the debt agreements and related extinguishments and modifications for the years ended December 31, 2025 and 2024. Obligations under the First Lien Facility is guaranteed by Phoenix Guarantor, Inc., a subsidiary of the Company, and each of its current and future direct and indirect subsidiaries other than (among others) (i) foreign subsidiaries, (ii) unrestricted subsidiaries, (iii) non-wholly owned subsidiaries, (iv) certain receivables financing subsidiaries, (v) certain immaterial subsidiaries and (vi) certain holding companies of foreign subsidiaries, and are secured by a first lien on substantially all of their assets, including capital stock of subsidiaries. The current credit facilities described below contain customary negative covenants, including, but not limited to, restrictions on the Company and its restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change their lines of business or fiscal year. In addition, the terms of the credit facilities will not permit the consolidated First Lien secured debt to consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”) to be greater than 6.90 to 1.00, which shall be tested as of the end of the most recent quarter at any time when the aggregate Revolving Credit Facility loans exceed 35 % of the total revolving credit commitments. 106 Table of Contents We are required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. The following table presents the estimated fair values of the Company’s debt obligations as of December 31, 2025 (in millions): Fair Value at Reporting Date Using Financial Instrument Carrying Value as of December 31, 2025 Markets for Identical Item (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) First Lien Term Loan $ 2,521,255 $ — $ 2,540,164 $ — Amortizing Notes 31,360 — 31,948 — Total debt instruments $ 2,552,615 $ — $ 2,572,112 $ — First Lien Credit Agreement On March 5, 2019 , the Company entered into a First Lien Credit Agreement (the “First Lien”), with Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent. The First Lien originally consisted of a principal amount of $ 1,650.0 million. In 2019, an additional delayed draw of $ 150.0 million was made on the First Lien, resulting in a gross borrowing of $ 1,800.0 million (“Tranche B-1”). Borrowings of Tranche B-1 Term Loans (as defined in the First Lien) under the First Lien bore interest at a rate equal to, at our option, (a) Secured Overnight Financing Rate (“SOFR”) (with a floor of 0.00 %) plus 3.25 % or (b) Alternate Base Rate (“ABR”) plus 2.25 %. Principal payments were due on the last business day of each quarter, commencing in September 2019 at 0.25 % of the aggregate principal of the original loan amount, with a balloon payment due in March 2026. The First Lien, as amended in 2020, established a Tranche B-2 Term Loan (“Tranche B-2”) in an aggregate principal amount equal to $ 550.0 million. The First Lien, as amended in 2021, established a Tranche B-3 Term Loan (“Tranche B-3”) in an aggregate principal amount equal to $ 675.0 million. Borrowings under Tranche B-2 and Tranche B-3, bore interest at a rate equal to, at our option, (a) SOFR (with a floor of 0.00 %) plus 3.50 % or (b) ABR plus 2.50 %. Principal payments were due on the last business day of each fiscal quarter, commencing in June 2021 at 0.25 % of the aggregate principal of the original loan amount, with a balloon payment due in March 2026. On February 21, 2024, we used a portion of the net proceeds received from the IPO Offerings to repay $ 343.3 million of the borrowings under the First Lien, and amended the First Lien to establish a new Tranche B-4 Term Loan (“Tranche B-4”) in an aggregate principal amount of $ 2,566.0 million. The proceeds from Tranche B-4 borrowings were used to refinance the equivalent amount of the remaining First Lien Tranches B-1, B-2, and B-3 borrowings at a rate equal to SOFR plus 3.25 % with a maturity date of February 21, 2031 . The transaction was accounted for as a debt modification. Principal payments were due on the last business day of each quarter, which commenced in the second fiscal quarter of 2024 and equated to 0.25 % of the principal at issuance, with a balloon payment due in February 2031. On December 11, 2024, we amended the First Lien to refinance Tranche B-4 by establishing a Tranche B-5 Term Loan (“Tranche B-5”) in an aggregate principal amount of $ 2,553.2 million at a rate equal to, at our option, (a) SOFR plus 2.50 % or (b) ABR plus 1.50 % with a maturity date of February 21, 2031. The non-cash transaction was accounted for as a debt modification. Principal payments are due on the last business day of each quarter, which commenced in the first fiscal quarter of 2025 and equate to 0.25 % of the principal at issuance, with a balloon payment due in February 2031. Revolving Credit Facility The First Lien also extends credit in the form of Revolving Credit Facility with a borrowing capacity of $ 475.0 million (the “Revolver”), of which up to $ 50.0 million is available as swingline loans and up to $ 82.5 million is available as letters of credit (the “LC Sublimit”). The Revolver will mature on June 30, 2028 . In connection with the First Lien modification on February 21, 2024, borrowings of the Revolver bear interest at a rate equal to SOFR (with a floor of 0.00 %) plus 3.25 % for the Revolving Credit Loans or ABR plus 2.25 % for the Swingline Loans. As of December 31, 2025, the Company had $ 475.0 million of borrowing capacity available under the Revolver as there were no borrowings under the Revolver or letters of credit outstanding. As of December 31, 2024, the Company had $ 63.3 million of borrowings outstanding under the Revolver and no letters of credit reducing the available borrowing capacity to approximately $ 411.7 million . The Company’s First Lien also provides for an additional letter of credit commitments (the “LC Facility”), which are not subject to the LC Sublimit and do not reduce the Revolver borrowing capacity. On September 17, 2024, the Company amended the First Lien to increase the LC Facility from $ 55.0 million to $ 65.0 million. As of December 31, 2025 and 2024, there were $ 62.8 million and $ 61.8 million of letters of credit outstanding under the LC Facility, respectively, resulting in an available borrowing capacity of $ 2.2 million and $ 3.2 million , respectively. 107 Table of Contents Second Lien Credit Agreement The Company’s amended and restated Second Lien Credit Agreement (the “Second Lien Facility”), with certain Lenders and Wilmington Trust, National Association, as the Administrative Agent and the Collateral Agent consisted of a principal amount of $ 450.0 million. Borrowings under the Second Lien Facility term were subordinated to the First Lien and bore interest at a rate equal to, at our option, (a) SOFR (with a floor of 1.00 %) plus 8.50 % or (b) ABR plus 7.50 %. The aggregate principal was due with a balloon payment in March 2027. On January 30, 2024, we used a portion of the net proceeds received from the IPO Offerings to repay all outstanding borrowings under the Second Lien Facility. No remaining obligation exists related to the Second Lien Facility. This transaction was accounted for as a debt extinguishment and the Company incurred a loss on extinguishment of debt of $ 12.7 million related to the write-off of unamortized debt issuance costs during the first fiscal quarter of 2024. Derivative Financial Instruments To manage fluctuations in cash flows resulting from changes in the variable rates, the Company entered into receive-variable, pay-fixed interest rate swap agreements. Taken together with the related debt, these swaps create the economic equivalent of fixed-rate debt, up to the notional amount of the hedged debt. By using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company mitigates counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features. The following table summarizes our interest rate swaps designated as cash flow hedges (in millions): Notional Amount as of Financial Institution December 31, 2025 December 31, 2024 Effective Dates Fixed Rates Credit Suisse $ — $ 500 3-year period ending September 30, 2025 3.41650 % Morgan Stanley — 1,050 3-year period ending September 30, 2025 3.42000 % Credit Agricole Corporate and Investment Bank — 450 3-year period ending September 30, 2025 3.52410 % Matured contracts $ — $ 2,000 Credit Agricole Corporate and Investment Bank $ 500 $ — 1-year period ending September 30, 2026 3.72500 % Mizuho Capital Markets 500 — 1-year period ending September 30, 2026 3.61121 % Credit Agricole Corporate and Investment Bank 250 — 3-year period ending September 30, 2028 3.33150 % Morgan Stanley 250 — 3-year period ending September 30, 2028 3.17700 % Existing contracts $ 1,500 $ — Mizuho Capital Markets $ 500 $ — 2-year period ending September 30, 2028 3.20220 % Forward starting contracts (1) $ 500 $ — (1) During the fourth fiscal quarter of 2025, we entered into a forward starting interest rate swap agreement, with a $ 500 million notional amount, to hedge the cash flow risk of variability in interest payment on our variable rate borrowings. The effective date of the forward starting interest rate swap agreement is September 30, 2026. As of December 31, 2025 , this contract meets the criteria of a cash flow hedge. The net fair value of the cash flow hedges as of December 31, 2025 and 2024 was $ 0.4 million liability and $ 10.6 million asset, respectively, and is reflected in prepaid expenses and other current assets, other assets, accrued expenses, and long-term liabilities in the consolidated balance sheets. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Interest received, including payments made or received under the cash flow hedges, was $ 15.2 million , $ 35.3 million , and $ 31.4 million for the years ended December 31, 2025, 2024, and 2023 , respectively. During the next twelve months, the Company expects approximately $ 0.8 million of losses will be reclassified into pre-tax earnings out of AOCI. 108 Table of Contents 7. Tangible Equity Units Concurrently with the IPO, we issued 8,000,000 TEUs, which have a stated amount of $ 50.00 per unit. Each TEU is comprised of a prepaid stock purchase contract ( “Purchase Contract”) and a senior amortizing note (“Amortizing Note” ) due February 1, 2027 , each issued by the Company. E ach TEU may be separated by a holder into its constituent Purchase Contract and Amortizing Note, each of which is considered a freestanding financial instrument. The proceeds from the issuance were allocated to equity and debt based on the relative fair value of the respective components of each TEU as follows (in thousands, except per unit values): Equity Component Debt Component Total Fair value per unit $ 41.3382 $ 8.6618 $ 50.00 Gross proceeds $ 330,706 $ 69,294 $ 400,000 Less: issuance costs 9,095 1,905 11,000 Net proceeds $ 321,611 $ 67,389 $ 389,000 The value allocated to the Purchase Contract is reflected net of issuance costs in additional paid-in capital on the consolidated balance sheet. The value allocated to the Amortizing Notes are reflected in long-term debt, with payments expected in the next twelve months reflected in current portion of long-term debt, in the consolidated balance sheet. The long-term portion of the Amortizing Notes as of December 31, 2025 and 2024 was $ 6.6 million and $ 32.9 million, respectively. The short-term portion of the Amortizing Notes as of December 31, 2025 and 2024 was $ 24.8 million and $ 20.9 million, respectively. Issuance costs related to the Amortizing Notes are reflected as a reduction of the carrying amount and will be amortized through the maturity date using the effective interest rate method. On each February 1, May 1, August 1, and November 1, we pay equal quarterly cash installments of $ 0.8438 per Amortizing Note commencing on May 1, 2024, except for the May 1, 2024 installment payment, which was $ 0.8531 per Amortizing Note, with a final installment payment date of February 1, 2027 . Each installment payment constitutes a payment of interest and a partial repayment of principal. The Company paid $ 27.0 and $ 20.3 million in TEU principal and interest payments during the years ended December 31, 2025 and 2024, respectively. The Amortizing Notes rank equally in right of payment with all other existing and future unsecured senior indebtedness and rank senior to all of our existing and future indebtedness, if any, that is subordinated to the Amortizing Notes. At any time prior to the second scheduled trading day immediately preceding February 1, 2027, a holder may elect to settle its Purchase Contract early, in whole or in part, at an early settlement rate equal to the minimum settlement rate. The Company has the right to settle the Purchase Contracts on or after November 1, 2024, in whole but not in part, on a date fixed by it at an early mandatory settlement rate equal to the maximum settlement rate, subject to certain exceptions. During the years ended December 31, 2025 and 2024 , 4,384,020 and 31,211 TEUs were converted at the holder's option. Unless settled earlier at the holder’s option or at the Company's election, each Purchase Contract will, subject to postponement in certain limited circumstances, automatically settle on February 1, 2027 for a number of shares of our common stock, subject to certain anti-dilution adjustments, based upon the 20-day volume-weighted average price ( “VWAP”) of our common stock as follows: VWAP of BTSG Common Stock Common Stock Issued Greater than $ 15.28 3.2733 shares (minimum settlement rate) Equal to or less than $ 15.28 but greater than or equal to $ 13.00 $ 50 divided by VWAP Less than $ 13.00 3.8461 shares (maximum settlement rate) The Purchase Contracts are mandatorily convertible into a minimum of 26.2 million shares or a maximum of 30.8 million shares of our common stock on the mandatory settlement date (unless redeemed by us or settled earlier at the unit holder's option). The 26.2 million minimum shares are included in the calculation of basic weighted average shares outstanding. The difference between the minimum and maximum shares represents potentially dilutive securities, which are included in the calculation of diluted weighted average shares outstanding on a pro rata basis to the extent that the average applicable market value is equal to or greater than $ 13.00 but is less than or equal to $ 15.28 during the period (see Note 10). 109 Table of Contents 8 . Income Taxes Income (loss) from continuing operations before income taxes consists of the following (in thousands): For the Years Ended December 31, 2025 2024 2023 U.S. operations $ 137,723 $ ( 95,555 ) $ ( 213,971 ) Foreign operations 218 237 197 Income (loss) before income taxes $ 137,941 $ ( 95,318 ) $ ( 213,774 ) Income tax expense (benefit) attributable to income (loss) from continuing operations before income taxes is summarized as follows (in thousands): For the Years Ended December 31, 2025 2024 2023 Current provision: Federal $ 19,538 $ 1,296 $ 12,549 State 8,024 1,998 4,175 Foreign 35 50 39 Total current provision 27,597 3,344 16,763 Deferred provision: Federal 1,524 ( 25,004 ) ( 40,106 ) State 4,024 ( 4,727 ) ( 8,165 ) Total deferred provision 5,548 ( 29,731 ) ( 48,271 ) Total income tax provision: Federal 21,062 ( 23,708 ) ( 27,557 ) State 12,048 ( 2,729 ) ( 3,990 ) Foreign 35 50 39 Income tax expense (benefit) $ 33,145 $ ( 26,387 ) $ ( 31,508 ) A reconciliation of the U.S. federal income tax rate of 21.0 % to income tax expense (benefit) expressed as a percent of pretax income (loss) is as follows (in thousands): For the Years Ended December 31, 2025 2024 2023 Amount Rate Amount Rate Amount Rate U.S. federal statutory tax rate $ 28,968 21.0 % $ ( 20,017 ) 21.0 % $ ( 44,893 ) 21.0 % State and local income taxes, net of federal income tax effect (1) 9,518 6.9 % ( 719 ) 0.8 % ( 5,029 ) 2.4 % Foreign tax effects ( 11 ) 0.0 % 15 0.0 % 12 0.0 % Tax credits: Employment tax credits ( 1,752 ) ( 1.3 )% ( 2,609 ) 2.7 % ( 2,963 ) 1.4 % Other tax credits ( 200 ) ( 0.1 )% ( 300 ) 0.3 % ( 350 ) 0.2 % Nontaxable or nondeductible items: Legal claims 130 0.1 % ( 12,915 ) 13.5 % 24,150 ( 11.3 )% Share based compensation ( 12,663 ) ( 9.2 )% 4,380 ( 4.6 )% ( 2,013 ) 0.9 % Executive compensation 8,187 5.9 % 1,017 ( 1.1 )% — — Acquisition impacts — — 1,819 ( 1.9 )% — — Other 2,290 1.7 % 2,950 ( 3.1 )% ( 1,436 ) 0.6 % Changes in unrecognized tax benefits ( 1,322 ) ( 1.0 )% ( 8 ) 0.1 % 1,014 ( 0.5 )% Total $ 33,145 24.0 % $ ( 26,387 ) 27.7 % $ ( 31,508 ) 14.7 % (1) State/local taxes in California, New York, New York City, Virginia, New Jersey and Florida made up the majority (greater than 50%) of the tax effect in this category. 110 Table of Contents On December 27, 2020, the Consolidated Appropriations Act was signed into law and extended the jobs credit provisions through 2025. Accordingly, jobs credits generated during the year have been recognized in the provision for income taxes for all years presented. Net cash paid for income taxes consisted of the following (in thousands): For the Years Ended December 31, 2025 2024 2023 Federal $ 18,431 $ 19,347 $ 27,297 Aggregated state and local jurisdictions 8,449 4,156 10,202 Disaggregated state and local jurisdictions: Virginia * 1,410 — Foreign 90 40 — Net cash paid for income taxes $ 26,970 $ 24,953 $ 37,499 * The amount of income taxes paid during the year does not meet the 5% disaggregation threshold. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below (in thousands): December 31, 2025 December 31, 2024 Deferred tax assets: Accrued expenses $ 53,538 $ 44,957 Allowance for credit losses and contractual allowances 36,980 22,546 Net operating losses 13,389 18,796 Share-based compensation 22,361 15,799 IRC §163(j) interest 67,438 96,961 Operating lease liability 65,906 62,587 Interest rate swaps 93 — Other 29,870 21,325 Deferred tax assets 289,575 282,971 Valuation allowances ( 7,128 ) ( 8,968 ) Deferred tax assets, net 282,447 274,003 Deferred tax liabilities: Operating lease right-of-use asset ( 74,027 ) ( 60,587 ) Property and equipment ( 11,789 ) ( 6,575 ) Goodwill and other intangible assets ( 198,377 ) ( 190,272 ) Insurance recovery ( 4,432 ) ( 8,677 ) Interest rate swaps — ( 2,604 ) Deferred tax liabilities ( 288,625 ) ( 268,715 ) Deferred income taxes, net $ ( 6,178 ) $ 5,288 As of December 31, 2025 , the Company has federal net operating loss (“NOL”) carryforwards of $ 11.3 million ($ 2.4 million deferred tax asset) that resulted from stock acquisitions the Company completed from 2013 through 2024. These NOLs are subject to limitations under Internal Revenue Code (“IRC”) §382. However, the Company expects that it will more-likely-than-not be able to use the recorded amount which takes into account the limitations of the carryforwards. The deferred tax asset for state NOL carryforwards is $ 4.3 million, net of the federal tax impact and valuation allowances of $ 7.1 million. The state NOLs have carryforward periods ranging from 1 to 20 years depending on the taxing jurisdiction. The Company is subject to the business interest expense limitation under IRC §163(j), which generally caps deductible interest at 30 % of adjusted taxable income. The limitation in any given year may be carried forward indefinitely and deducted as interest expense in future periods. The One Big Beautiful Bill Act, enacted July 4, 2025, introduced modifications to the §163(j) framework that may affect the Company’s future utilization of interest expense carryforwards. As of the reporting date, the Company has federal interest expense carryforwards of $ 259.6 million, resulting in a deferred tax asset of $ 54.5 million, and state deferred tax assets of $ 12.9 million available for utilization in future years. A valuation allowance for deferred tax assets was provided as of December 31, 2025 and 2024 related to state income tax NOL carryforwards. The realization of deferred tax assets is dependent upon generating future taxable income when temporary differences 111 Table of Contents become deductible. Based upon the historical and projected levels of taxable income, we believe it is more-likely-than-not that we will realize the benefits of the deductible differences after consideration of the valuation allowance. A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows (in thousands): December 31, 2025 December 31, 2024 Balance at beginning of year $ 1,493 $ 1,502 Decrease related to prior year tax positions — ( 9 ) Payments ( 146 ) — Lapse of statute of limitations ( 1,322 ) — Balance at end of year $ 25 $ 1,493 The potential benefits included in the balance of total unrecognized tax benefits at December 31, 2025 and 2024 are immaterial, which if recognized, would have an immaterial effect on the effective tax rate in each respective year. Unrecognized tax benefits that reduce a NOL, similar tax loss or tax credit carryforward are presented as a reduction to deferred income taxes. We file numerous consolidated and separate income tax returns in the U.S. federal and various state and foreign jurisdictions. With few exceptions, we are no longer subject to income tax examinations by the taxing authorities for years prior to 2020. We believe that we have appropriate support for the income tax positions taken and to be taken on our income tax returns and that our accruals for income tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of the tax laws as applied to the facts of each matter. Total accrued interest and penalties as of December 31, 2025 and 2024 are no t material and are included in accrued expenses on the consolidated balance sheets. 9 . Detail of Certain Balance Sheet Accounts Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2025 December 31, 2024 Non-trade receivables $ 38,196 $ 45,428 Rebate receivable 32,407 49,538 Prepaid insurance 13,255 13,892 Inventory returns receivable 11,019 11,245 Prepaid maintenance 6,025 3,644 Income tax receivable 864 13,468 Interest rate swaps — 10,633 Other prepaid expenses and current assets 16,826 13,462 Total prepaid expenses and other current assets $ 118,592 $ 161,310 Other assets consist of the following (in thousands): December 31, 2025 December 31, 2024 Other investments $ 7,481 $ 1,427 Insurance recoveries 7,251 7,564 Cloud computing 6,017 7,362 Deposits 5,722 6,733 Deferred compensation 4,702 3,777 Notes receivable 4,012 8,577 Deferred debt issuance costs 1,764 2,470 Interest rate swaps 1,181 — Equity method investments 721 420 Other assets 861 798 Total other assets $ 39,712 $ 39,128 112 Table of Contents Accrued expenses consist of the following (in thousands): December 31, 2025 December 31, 2024 Wages and payroll taxes $ 131,162 $ 98,245 Checks in excess of cash balance 34,824 27,643 Compensated absences 31,543 24,360 Workers compensation insurance reserves 24,897 19,966 Health insurance reserves 15,389 14,934 Property insurance reserves 11,170 9,879 Legal settlements and professional fees 10,525 13,982 Deferred revenue 9,039 10,196 General and professional liability insurance reserves 7,696 8,328 Automobile insurance reserves 5,585 21,353 Taxes other than income taxes 3,506 1,985 Interest 1,507 8,779 Interest rate swaps 1,405 — Contingent consideration — 3,136 Other 44,776 32,960 Total accrued expenses $ 333,024 $ 295,746 Long-term liabilities consist of the following (in thousands): December 31, 2025 December 31, 2024 Workers compensation insurance reserves $ 25,369 $ 25,360 General and professional liability insurance reserves 25,032 21,182 Automobile insurance reserves 9,849 9,034 Deferred compensation 4,702 3,777 Contingent consideration 750 5,250 Interest rate swaps 156 — Other 707 6,587 Total long-term liabilities $ 66,565 $ 71,190 10. Earnings Per Share (“EPS”) Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of shares outstanding for the reporting period. Diluted net income (loss) per share of common stock is computed by giving effect to all potential weighted average dilutive common stock. In periods of net loss, no potentially dilutive common shares are included in the diluted shares outstanding as the effect is anti-dilutive. The number of additional shares of common stock related to stock option awards subject to only a time-based condition is calculated using the treasury stock method, if dilutive. Stock option awards subject to a performance condition are not included in the denominator of the diluted EPS calculation using the treasury stock method for the year ended December 31, 2023, as the performance condition had not been satisfied. Upon completion of the IPO in January 2024, the performance condition was met and a portion of the Tier I options vested (Note 11). Thus, the number of additional shares of common stock related to stock option awards subject to a performance condition are included in the denominator of the diluted EPS calculation using the treasury stock method for the years ended December 31, 2025 and 2024, if dilutive. The number of additional shares of common stock related to restricted stock units (“RSUs”) is reflected in the denominator of the diluted EPS calculation using the treasury stock method, if dilutive. For the years ended December 31, 2025 and 2024 , the TEUs were assumed to be outstanding at the minimum settlement amount for weighted-average shares for basic EPS. For diluted EPS, the shares were assumed to be settled at a conversion factor based on the 20-day VWAP per share of the Company's common stock not to exceed 3.8461 shares per Purchase Contract, if dilutive. See Note 7 for further discussion of TEUs. 113 Table of Contents The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common shareholders (in thousands, except per share amounts): For The Years Ended December 31, 2025 2024 2023 Numerator: Net income (loss) from continuing operations $ 104,796 $ ( 68,931 ) $ ( 182,266 ) Less: Net loss attributable to noncontrolling interests ( 1,553 ) ( 2,459 ) ( 2,232 ) Net income (loss) from continuing operations attributable to common shareholders 106,349 ( 66,472 ) ( 180,034 ) Net income from discontinued operations 84,317 48,410 25,431 Net income (loss) attributable to common shareholders $ 190,666 $ ( 18,062 ) $ ( 154,603 ) Denominator: Weighted-average shares outstanding - basic 202,564 192,997 117,868 Effect of dilutive securities: Stock options 8,865 — — RSUs 8,345 — — TEUs — — — Weighted-average shares outstanding - diluted 219,774 192,997 117,868 Basic income (loss) per share attributable to common shareholders: Continuing operations $ 0.53 $ ( 0.34 ) $ ( 1.53 ) Discontinued operations $ 0.41 $ 0.25 $ 0.22 Net income (loss) per share $ 0.94 $ ( 0.09 ) $ ( 1.31 ) Diluted income (loss) per share attributable to common shareholders: Continuing operations $ 0.48 $ ( 0.34 ) $ ( 1.53 ) Discontinued operations $ 0.39 $ 0.25 $ 0.22 Net income (loss) per share $ 0.87 $ ( 0.09 ) $ ( 1.31 ) The following potentially common share equivalents were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, as well as options that are contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands): For The Years Ended December 31, 2025 2024 (1) 2023 (1) Stock options 259 14,936 14,140 RSUs — 10,587 — TEUs — — — Total 259 25,523 14,140 (1) The dilutive effect of stock options were excluded from the computation of loss per share because the assumed proceeds from the awards' exercise were greater than the average market price of the common shares. All share and per share amounts have been retroactively adjusted to reflect the effects of a 15.7027 -for-one stock split that occurred in January 2024 in conjunction with the IPO Offerings. 11. Share-Based Compensation Share-Based Compensation Plans On January 24, 2024, the Board of Directors adopted the 2024 Incentive Plan. Concurrent with the adoption of the 2024 Incentive Plan, the previously existing share-based compensation plan, the 2017 Stock Plan, was terminated and no further issuances are permitted under the 2017 Stock Plan; however, awards granted under the 2017 Stock Plan will continue to be governed by their existing terms. 114 Table of Contents The Company recorded share-based compensation expense on the consolidated statements of operations for the periods indicated as follows (in thousands): For The Years Ended December 31, 2025 2024 2023 Cost of goods $ 2,704 $ 2,115 $ — Cost of services $ 3,884 $ 3,296 $ — Selling, general, and administrative expense $ 52,577 $ 55,925 $ 3,780 In addition to the amounts above, the Company recognized $ 10.9 million, and $ 7.8 million of share-based compensation expense attributable to discontinued operations for the years ended December 31, 2025 and 2024, respectively. Share-based compensation expense attributable to discontinued operations for the year ended December 31, 2023 was immaterial. 2017 Stock Plan In January 2018, the Compensation Committee of the Company’s Board of Directors approved a grant of 4,874,558 options in the Company under a stock option plan established in 2017 to key members of the Company’s management. The options are divided into tranches: (i) 50 % vest based on the passage of time over five ( 5 ) years (the “Time-Based Options”), (ii) 25 % vest based on the achievement of annual adjusted EBITDA targets over five ( 5 ) years (the “Tier I Performance Options”) and (iii) 25 % vest based on KKR recovering a specified return on its investment or internal rate of return (the “Tier II Performance Options”). Following the BrightSpring Corp. Acquisition in 2019, the Compensation Committee of the Company’s Board of Directors approved the modification of the previously granted Tier I and Tier II Performance Options. Tier 1 Performance options now vest upon the attainment of Sponsor Month over Month (“MoM”) (quotient obtained by dividing sponsor cash available by sponsor cash invested) of at least 2.0 or greater and Tier II Performance Options vest upon the attainment of a Sponsor MoM of at least 2.5 or greater. The MoM levels are considered a market condition which also create an implied performance condition because the MoM levels cannot be achieved without the occurrence of a liquidity event. In January 2024, the Compensation Committee of the Company’s Board of Directors approved the vesting of Tier I performance-vesting options in connection with the IPO Offerings. All options have a 10-year life and we record forfeitures as they occur. Concurrent with the adoption of the 2024 Incentive Plan on January 24, 2024, no further awards are authorized to be granted under the 2017 Stock Plan. 2024 Incentive Plan The 2024 Incentive Plan initially reserved 17,119,039 shares for issuance and provides for the granting of various forms of equity awards including non-qualified options and incentive stock options, restricted shares of our common stock, restricted stock units, other equity-based awards tied to the value of shares, and cash-based awards. Under the 2024 Incentive Plan, the Company granted stock options, representing options to purchase shares of the Company’s common stock at a stated price, and RSUs, which represent the conditional right to receive one share of common stock, both upon satisfaction of a vesting requirement. Stock options and RSUs granted under the 2024 Incentive Plan vest upon the satisfaction of time-based requirements. We recognize expense for stock options and RSUs over the vesting term based on the grant date fair value of the award. In each case, vesting of the Company’s outstanding and unvested stock options and RSUs is contingent upon the holder’s continued service through the date of each applicable vesting event. The options all have a 10-year life and we record forfeitures as they occur. Summary details for RSUs The following table summarizes the RSU activity under the 2024 Incentive Plan for the period presented: Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in millions) Outstanding RSUs at January 1, 2025 10,587,226 $ 11.85 2.51 $ 180.3 Granted 1,931,654 17.93 Forfeited ( 1,364,458 ) 11.64 Vested ( 1,948,306 ) 14.03 Outstanding RSUs at December 31, 2025 9,206,116 $ 12.68 1.73 $ 344.8 115 Table of Contents As of December 31, 2025 , there was $ 53.9 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 2.9 years related to unvested RSUs, of which, $ 13.3 million relates to awards associated with discontinued operations. The vesting terms of all RSUs range from 0.25 to 5 years. T he total intrinsic value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 42.0 million and $ 3.1 million, respectively. The excess tax benefit associated with vested RSUs for the years ended December 31, 2025 and 2024 was not material. Summary details for Stock Options The following table summarizes the Time-Based Options stock incentive plan activity under the 2017 Stock Plan and the 2024 Incentive Plan for the period presented: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value (in millions) Aggregate Intrinsic Value (in millions) Weighted Average Remaining Contractual Term (years) Outstanding options at January 1, 2025 8,278,818 $ 9.98 $ 35.5 $ 64.2 6.1 Granted 3,009,601 17.70 24.9 Forfeited, repurchased or expired ( 406,848 ) 13.94 ( 2.6 ) Exercised ( 1,010,014 ) 8.40 ( 3.5 ) Outstanding options at December 31, 2025 9,871,557 $ 12.35 $ 54.3 $ 247.8 6.4 Exercisable options at December 31, 2025 6,065,430 $ 9.52 $ 23.70 $ 168.4 4.8 The following table summarizes the Tier I and II Performance Option stock incentive plan activity under the 2017 Stock Plan for the period presented: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value (in millions) Aggregate Intrinsic Value (in millions) Weighted Average Remaining Contractual Term (years) Outstanding options at January 1, 2025 6,656,999 $ 7.82 $ 13.8 $ 63.9 5.0 Granted — — — Forfeited, repurchased or expired ( 366,842 ) 12.21 ( 1.0 ) Exercised ( 2,340,254 ) 7.07 ( 4.6 ) Outstanding options at December 31, 2025 3,949,903 $ 7.86 $ 8.2 $ 116.9 4.0 Exercisable options at December 31, 2025 880,300 $ 9.13 $ 2.00 $ 24.9 4.3 Cash received from stock option exercises for the years ended December 31, 2025, 2024 and 2023 was $ 25.3 million, $ 1.5 m illion, and $ 0.6 million, respectively. The excess tax benefit associated with stock options for the year ended December 31, 2025 was $ 13.2 million. There were no material tax benefits realized in our tax returns from tax deductions associated with share based compensation for 2024 and 2023. As of December 31, 2025 , there was $ 13.1 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 2.1 years related to unvested stock options. The total intrinsic value of stock options exercised in the years ended December 31, 2025, 2024, and 2023 was $ 64.5 million, $ 1.5 million, and $ 1.1 million, respectively. The total fair value at grant date of awards that vested was $ 8.5 million , $ 14.6 million, and $ 3.6 million during the years ended December 31, 2025, 2024, and 2023, respectively. Fair Value Assumptions The Company estimates the fair value of options granted using the Black-Scholes-Merton model for Time-Based Options under the 2017 Stock Plan and 2024 Incentive Plan, and a Monte Carlo simulation for Performance Options granted under the 2017 Stock Plan. The assumptions used to calculate the fair value of options granted are evaluated and modified, as necessary, to reflect current market conditions and experience. The Company estimates the volatility of its common stock utilizing the historical re-levered volatility, re-levered to account for differences in leverage, of the Company and its peer-group. The peer-group utilized consisted of eight companies, in the same or similar industries as the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The dividend yield was based on the expectation that no dividends will be paid. The Company has never paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable 116 Table of Contents future. In 2025, 2024, and 2023, the Company used a Simplified Method to estimate the expected term for the Time-Based Options, which assumes that options will be exercised early at a uniform rate over the period between vesting and the end of the contractual term, as adequate historical experience is not available to provide a reasonable estimate. For the Tier I and II Performance Options, the Company used management estimates of the performance events that trigger vesting and subsequent exercising of the options. The following table summarizes the weighted average assumptions used to estimate the fair value of options granted during the periods presented: 2025 2024 2023 Expected volatility (range) 40.0 - 42.0 % 43.8 - 52.5 % 35.0 - 50.0 % Risk free interest rate (range) 3.6 - 4.1 % 3.9 - 4.1 % 4.2 - 5.5 % Expected dividends — — — Average expected term (years) 6.0 6.0 0.5 - 7.5 Average fair value per share of time-based stock options based on the Black-Scholes-Merton model (dollars) $ 8.33 $ 6.86 $ 9.69 Average fair value per share of performance stock options based on the Monte Carlo simulation (dollars) — — $ 3.10 Weighted average fair value of options granted (in millions) $ 25.06 $ 11.40 $ 9.20 12. Property and Equipment, Net Property and equipment, net is summarized as follows (in thousands): December 31, 2025 December 31, 2024 Land and land improvements $ 2,120 $ 2,106 Furniture and equipment 244,505 201,364 Software 234,445 213,358 Buildings 9,495 8,806 Leasehold improvements 76,683 65,432 Property and equipment under finance lease (Note 13) 39,640 28,357 Construction in progress 2,679 1,039 Property and equipment 609,567 520,462 Less: accumulated depreciation 404,878 339,892 Property and equipment, net $ 204,689 $ 180,570 Depreciation expense is recorded within cost of goods, cost of services, and selling, general, and administrative expenses within our consolidated statements of operations, depending on the nature of the underlying fixed assets. Depreciation expense was $ 71.8 million , $ 66.8 million and $ 57.3 million for the years ended December 31, 2025, 2024, and 2023 , respectively. 13. Lease Arrangements The Company's population of leases includes provider and pharmacy locations, office space, and equipment, which have expiration dates through 2034 . Real estate and office space leases generally contain renewal options for periods ranging from 3 to 10 years. The Company is not reasonably certain to exercise the renewal options on most provider real estate, office space, and equipment leases, and, as a result, these options are excluded from the determination of the lease term, and any potential payments related to such renewal periods are not included in the measurement of lease liabilities and right-of-use assets. Generally, for pharmacy real estate leases, the initial lease term is equivalent to the first term plus one renewal option. Lease expense consists of operating and finance lease costs, short-term lease costs, and variable lease costs, which primarily include common area maintenance, real estate taxes, and insurance for the Company’s real estate leases. 117 Table of Contents Lease expense is summarized as follows (in thousands): For the Years Ended December 31, 2025 2024 2023 Finance leases: Amortization of right-of-use assets $ 3,906 $ 4,293 $ 3,356 Interest on lease liabilities 893 2,443 2,254 Operating leases: Operating lease cost 56,687 55,110 52,226 Short-term lease cost 6,001 4,952 5,069 Variable lease cost 8,270 8,344 8,179 Total lease costs $ 75,757 $ 75,142 $ 71,084 Future minimum lease payments of our leases as of December 31, 2025 are as follows (in thousands): Fiscal Year Finance Lease Costs Operating Lease Costs 2026 $ 7,833 $ 53,793 2027 6,788 49,308 2028 5,193 38,989 2029 2,825 26,438 2030 461 18,491 Thereafter 50 22,491 Total future minimum lease payments $ 23,150 $ 209,510 Less: imputed interest 1,812 31,154 Total present value of lease liabilities $ 21,338 $ 178,356 Supplemental Cash Flow & Other Information Supplemental cash flow information related to leases are summarized as follows (dollars in thousands): For the Years Ended December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ ( 893 ) $ ( 2,443 ) $ ( 2,254 ) Financing cash flows from finance leases ( 4,624 ) ( 4,220 ) ( 4,082 ) Operating cash flows from operating leases ( 58,206 ) ( 55,269 ) ( 51,621 ) Right-of-use assets obtained in exchange for new finance lease liabilities 16,977 3,171 3,726 Right-of-use assets obtained in exchange for new operating lease liabilities 57,097 38,718 35,555 Weighted-average remaining lease term (in years): Finance leases 3.3 3.1 3.1 Operating leases 4.5 4.9 5.5 Weighted-average discount rate: Finance leases 6.7 % 6.7 % 7.2 % Operating leases 6.7 % 6.8 % 7.1 % 14. Fair Value Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: A. Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. B. Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). C. Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing, and excess earnings models). 118 Table of Contents Assets and Liabilities Measured at Fair Value on a Recurring Basis The financial assets or liabilities recorded at fair value on a recurring basis are set forth in the table below (in thousands): December 31, 2025 December 31, 2024 Valuation Technique Assets: Interest rate swaps (Level 2) $ 1,181 $ 10,633 A Total assets $ 1,181 $ 10,633 Liabilities: Interest rate swaps (Level 2) $ 1,561 $ — A Contingent consideration (Level 3) 750 8,386 C Total liabilities $ 2,311 $ 8,386 The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves, and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For disclosures about the fair value measurements of our derivative instruments, refer to Note 6. The contingent consideration represents future earn-outs and a post-closing equity adjustment feature, both associated with acquisitions, which are recognized as part of the purchase price at the estimated fair value on the acquisition date. These liabilities are classified as accrued expenses and long-term liabilities in our accompanying consolidated balance sheets. The fair values of the liabilities associated with future earn outs were derived using the income approach with unobservable inputs, which included future earnings forecasts and present value assumptions, and there was little or no market data (Level 3). The Company will re-assess the fair values at each reporting period thereafter until settlement. The preliminary fair value of the liability associated with the post-closing equity adjustment feature related to the Haven Hospice acquisition was derived with unobservable inputs using a Monte Carlo simulation, where the common stock price of the Company was evolved using a Geometric Brownian Motion over a period from the valuation date to the end of the fourth anniversary of closing. Estimated equity volatility was based on historical volatility, implied volatility, and peer group volatility over various periods. The Company will re-assess the fair value at each reporting period with changes in value being recorded through the consolidated statements of operations. The ultimate settlement of the liability will be through either issuance of additional equity shares and/or additional cash paid in the case of net realized losses on sales; or reduction of the outstanding balance of the seller note, in the case of net aggregate realized gain on sales up to the amounts previously paid. The following table summarizes the changes in fair value of the Company’s contingent consideration (in thousands): Balance at January 1, 2024 $ 5,331 Additions of acquisition earn-out 200 Addition of post-closing equity adjustment feature 4,750 Contingent consideration payments ( 4,156 ) Change in fair value 2,261 Balance at December 31, 2024 $ 8,386 Adjustment to post-closing equity adjustment feature ( 4,000 ) Contingent consideration payments ( 6,370 ) Change in fair value 2,734 Balance at December 31, 2025 $ 750 Assets Measured at Fair Value on a Non-Recurring Basis The Company’s non-financial assets, such as goodwill and long-lived assets are adjusted to fair value when an impairment charge is recognized. During the years ended December 31, 2025 and 2024, we recorded no goodwill impairment. Long-lived assets include operating lease assets and definite-lived intangible assets. During the years ended December 31, 2025 and 2024 , we concluded that sufficient indicators existed to require us to perform recoverability tests by comparing the sum of the estimated undiscounted future cash flows attributable to the assets to their carrying values. Approximately $ 12.6 million and $ 4.0 million of impairment charges related to definite-lived intangible assets and operating lease right-of-use assets were recorded in 119 Table of Contents continuing operations for the years ended December 31, 2025 and 2024, respectively. The fair value of these assets at the time of impairment was determined to be zero. To determine fair value, we used the income approach, which assumes that the future cash flows reflect current market expectations. These fair value measurements require significant judgment using Level 3 inputs, such as discounted cash flows from operations, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company’s impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, we may be required to recognize impairment charges in future periods. 15. Commitments and Contingencies Legal Proceedings On March 4, 2011, Relator Marc Silver, on behalf of the U.S. Government and various state governments, filed a complaint in the United States District Court for the District of New Jersey (“the District Court”) against PharMerica, seeking relief, with respect to alleged violations of the federal False Claims Act and state false claims acts, including three times the amount of damages to the federal government plus civil penalties and no less than a certain amount for each alleged false claim, as well as any other recoveries or relief provided for by the federal False Claims Act; damages, fines, penalties, and other recoveries or relief permitted under state false claims acts; and other forms of relief, including attorneys’ fees. The complaint alleged that, in violation of the Anti-Kickback Statute and the False Claims Act, PharMerica offered below-cost or below-fair-market-value prices on drugs in exchange for so-called preferred or exclusive provider status that would allow PharMerica to dispense drugs to patients for which PharMerica could bill federal health care program payers. The U.S. Government and state governments declined to intervene in the case. The District Court issued an order dismissing the case in full in 2016. In 2018, however, the Third Circuit Court of Appeals issued an order reinstating the case. In April 2023, the District Court issued an order denying Relator’s motion seeking to strike portions of the opinions of PharMerica’s experts and granted in part PharMerica’s motions to exclude Relator’s experts. On June 28, 2023, the District Court issued an order setting a trial date of December 4, 2023. On November 6, 2023, the District Court denied our motion for summary judgment. On November 18, 2023, the Company agreed to settle the matter without admitting liability. On May 29, 2024, the parties entered into a final settlement agreement, which was approved by both the United States Department of Justice and the District Court. The total financial impact of the settlement was $ 120.0 million; $ 110.0 million was paid during the year ended December 31, 2024, and the remaining $ 10.0 million was paid during the year ended December 31, 2025. The District Court entered an order dismissing the Silver action in its entirety, with prejudice, on July 3, 2024. The Company is also party to various legal and/or administrative proceedings arising out of the operation of our programs and arising in the ordinary course of business. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not believe the ultimate liability, if any, for outstanding proceedings or claims, individually or in the aggregate, in excess of amounts already provided, will have a material adverse effect on our consolidated financial condition, results of operations, or cash flows. It is reasonably possible that an adverse determination might have an impact on a particular period. While we believe our provision for legal contingencies is adequate, the outcome of legal proceedings is difficult to predict, and we may settle legal claims or be subject to judgments for amounts that exceed our estimates. 16. Related Party Transactions The Company was party to a Monitoring Agreement with KKR and WBA, which required payment of an aggregate advisory fee equivalent to 1 % of consolidated EBITDA, payable in quarterly installments in arrears at the end of each quarter. The Monitoring Agreement terminated upon the completion of the IPO Offerings in January 2024. Prior to the termination of the Monitoring Agreement, the Company recognized $ 0.7 million in monitoring and advisory fees during the first fiscal quarter of 2024 as a component of selling, general, and administrative expenses in our accompanying consolidated statements of operations compared to $ 5.6 million for the year ended December 31, 2023. As a result of the termination of the Monitoring Agreement and in accordance with the agreement, the Company paid $ 22.7 million in termination fees to KKR and WBA. The termination fees were recognized in the first fiscal quarter of 2024 as selling, general, and administrative expense in our consolidated statement of operations. KKR Capital Markets LLC (“KCM”), a wholly owned subsidiary of KKR, acted as an underwriter in the IPO Offerings during the first fiscal quarter of 2024 and received $ 7.4 million in underwriting discounts and commission. In connection with debt refinancing in 2024 and the Revolver upsize in 2023, the Company paid underwriter, arranger, and transaction fees to KCM of $ 3.7 120 Table of Contents million and $ 2.4 million, respectively. These fees are included within selling, general, and administrative expenses in our consolidated statement of operations for the years ended December 31, 2024 and 2023. There were no similar fees paid to KCM in 2025. KKR has ownership interests in a broad range of portfolio companies, and we may enter into commercial transactions for goods or services in the ordinary course of business with these companies. We do not believe such transactions are material to our business. The Company had agreements with WBA and/or certain of its affiliates under which the Company purchases significant volume of inventory, including a Joinder Agreement to the Pharmaceutical Purchase and Distribution Agreement (the “WBAD Membership Agreement”) between WBA and AmeriSourceBergen Drug Corporation (“ABDC” ). The WBAD Membership Agreement was terminated in the first fiscal quarter of 2025, and we entered into a separate agreement with ABDC on February 1, 2025. 17. Segment Information The Company's CODM is its Chief Executive Officer , who evaluates the performance of our segments and allocates resources based on segment EBITDA. Segment EBITDA is used as the key profitability measure when we set our annual operating plan for each segment, is the metric with which our CODM assesses segment results, and is a key component of our annual variable compensation plans. Segment EBITDA is commonly used as an analytical indicator within the health care industry and is utilized in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments. For all segments, the CODM uses segment EBITDA in the annual budgeting and monthly forecasting process. The CODM considers actual-to budget and actual-to current forecast variances for segment EBITDA on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment. Segment amounts exclude certain expenses not specifically identifiable to the segments for functions performed in a centralized manner, which include accounting, finance, human resources, legal, information technology, corporate office support, and overall corporate management. Segment assets and capital expenditures are not provided to the Company’s CODM and, therefore, are not disclosed. The following tables set forth information about the Company’s reportable segments, along with the items necessary to reconcile the segment information to the totals reported in the Company’s consolidated statements of operations as follows (in thousands): For the Year Ended December 31, 2025 Pharmacy Solutions Provider Services Total Segments Product revenue $ 11,445,777 $ — $ 11,445,777 Service revenue — 1,464,787 1,464,787 Cost of drugs 9,782,109 — 9,782,109 Cost of services — 885,356 885,356 Other direct costs (1) 725,322 — 725,322 Segment selling, general, and administrative expenses (2) 502,042 374,256 876,298 Segment depreciation and amortization expense (3) 107,198 27,479 134,677 Segment EBITDA $ 543,502 $ 232,654 $ 776,156 For the Year Ended December 31, 2024 Pharmacy Solutions Provider Services Total Segments Product revenue $ 8,754,282 $ — $ 8,754,282 Service revenue — 1,317,932 1,317,932 Cost of drugs 7,368,426 — 7,368,426 Cost of services — 797,286 797,286 Other direct costs (1) 640,075 — 640,075 Segment selling, general, and administrative expenses (2) 462,219 340,034 802,253 Segment depreciation and amortization expense (3) 111,103 24,675 135,778 Segment EBITDA $ 394,665 $ 205,287 $ 599,952 121 Table of Contents For the Year Ended December 31, 2023 Pharmacy Solutions Provider Services Total Segments Product revenue $ 6,522,450 $ — $ 6,522,450 Service revenue — 1,168,566 1,168,566 Cost of drugs 5,291,630 — 5,291,630 Cost of services — 711,304 711,304 Other direct costs (1) 549,086 — 549,086 Segment selling, general, and administrative expenses (2) 426,521 310,747 737,268 Segment depreciation and amortization expense (3) 115,749 22,897 138,646 Segment EBITDA $ 370,962 $ 169,412 $ 540,374 (1) Other direct costs primarily includes direct labor costs, delivery costs, insurance, and depreciation and amortization expense that relates to revenue-generating assets. (2) Segment selling, general, and administrative expenses includes indirect labor costs, depreciation and amortization, insurance, rent, lease, supplies, professional services, maintenance, repairs, utilities, and communications expense. (3) Total segment depreciation and amortization expense is presented in other direct costs, costs of services, and segment general and administrative expenses, based on the associated asset. For the Years Ended December 31, 2025 2024 2023 Reconciliation of income or loss: Total Segment EBITDA $ 776,156 $ 599,952 $ 540,374 Segment depreciation and amortization 134,677 135,778 138,646 Expenses not allocated at segment level: Selling, general, and administrative expenses 317,956 329,854 321,692 Depreciation and amortization 28,271 26,366 21,911 Loss on extinguishment of debt — 12,726 — Interest expense, net 157,311 190,546 271,899 Income tax expense (benefit) 33,145 ( 26,387 ) ( 31,508 ) Net income (loss) from continuing operations $ 104,796 $ ( 68,931 ) $ ( 182,266 ) 122 Table of Contents It em 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. I tem 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our CEO and our CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on such evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, the design and operation of the Company's disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Management's Annual Report on Internal Control over Financial Reporting Under Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Under the supervision and with the participation of our management, including our CEO and CFO, we assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report. In this assessment, the Company applied criteria based on the "Internal Control-Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission. These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting. Based upon this evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this Annual Report. Changes in Internal Control over Financial Reporting No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the Company's most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. It em 9B. Other Information. None . It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 123 Table of Contents PART III Ite m 10. Directors, Executive Officers and Corporate Governance. The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025, which is incorporated into this Annual Report on Form 10-K by reference. Item 1 1. Executive Compensation. The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025, which is incorporated into this Annual Report on Form 10-K by reference. I tem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025, which is incorporated into this Annual Report on Form 10-K by reference. Item 1 3. Certain Relationships and Related Party Transactions and Director Independence The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025, which is incorporated into this Annual Report on Form 10-K by reference. Item 14. P rincipal Accountant Fees and Services. The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025, which is incorporated into this Annual Report on Form 10-K by reference. 124 Table of Contents PART IV It em 15. Exhibits and Financial Statement Schedules. (a)(1) Financial Statements: The following Consolidated Financial Statements, notes related thereto and reports of independent auditors are included in Item 8 of this Report: • Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) • Consolidated Balance Sheets as of December 31, 2025 and 2024 • Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 • Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023 • Consolidated Statements of Shareholders' Equity for the years ended December 31, 2025, 2024, and 2023 • Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 • Notes to Consolidated Financial Statements (a)(2) Financial Statement Schedules: All financial statements schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. (a)(3) Exhibits: Exhibit Number Description Form File No. Exhibit Filing Date 2.1* Purchase Agreement, dated January 17, 2025, by and among Res-Care, Inc., certain other affiliated entities, National Mentor Holdings, Inc., and BrightSpring Health Services, Inc. (solely for purposes of Section 5.24). 8-K 001-41938 2.1 1/21/2025 2.2 First Amendment to Purchase Agreement, dated December 5, 2025, by and among Res-Care, Inc., certain other affiliated entities, National Mentor Holdings, Inc., and BrightSpring Health Services, Inc. 3.1 Second Amended and Restated Certificate of Incorporation of BrightSpring Health Services, Inc. 8-K 001-41938 3.1 1/30/2024 3.2 Amended and Restated Bylaws of BrightSpring Health Services, Inc. 8-K 001-41938 3.2 1/30/2024 4.1 Purchase Contract Agreement, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as purchase contract agent, as attorney-in-fact for the Holders from time to time as provided therein and as trustee under the indenture referred to therein. 8-K 001-41938 4.1 1/30/2024 4.2 Form of Unit (included in Exhibit 4.1). 8-K 001-41938 4.2 1/30/2024 4.3 Form of Purchase Contract (included in Exhibit 4.1). 8-K 001-41938 4.3 1/30/2024 4.4 Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee. 8-K 001-41938 4.4 1/30/2024 4.5 First Supplemental Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee, paying agent and security registrar. 8-K 001-41938 4.5 1/30/2024 4.6 Form of Amortizing Note (included in Exhibit 4.5). 8-K 001-41938 4.6 1/30/2024 125 Table of Contents Exhibit Number Description Form File No. Exhibit Filing Date 4.7 Registration Rights Agreement, dated as of December 7, 2017, by and among Phoenix Parent Holdings Inc., KKR Phoenix Aggregator L.P., and Walgreens Co. S-1/A 333-276348 4.1 1/10/2024 4.8 Description of Securities. 10.1 Amended and Restated Stockholders’ Agreement, dated as of March 5, 2019, among Registrant, KKR Phoenix Aggregator L.P., Walgreen Co., KKR Americas Fund XII L.P., Walgreens Boots Alliance, Inc., and PharMerica Corporation. S-1/A 333-276348 10.1 1/10/2024 10.2 Management Stockholders’ Agreement, dated as of December 7, 2017, by and among the Registrant, KKR Phoenix Aggregator, L.P., and the other parties thereto. S-1/A 33-276348 10.16 1/10/2024 10.3 First Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., as Holdings, Phoenix Guarantor Inc., as the Borrower, the several lenders from time to time parties thereto, and Morgan Stanley Senior Funding, Inc. as Administrative Agent and Collateral Agent. S-1/A 333-276348 10.2 1/10/2024 10.4 Technical Amendment, dated as of May 17, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. S-1/A 333-276348 10.3 1/10/2024 10.5 Joinder Agreement, dated as of September 30, 2019, among Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. S-1/A 333-276348 10.4 1/10/2024 10.6 Amendment No. 1, dated as of January 30, 2020, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. S-1/A 333-276348 10.5 1/10/2024 10.7 Joinder Agreement and Amendment No. 2, dated as of June 30, 2020, among Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. S-1/A 333-276348 10.6 1/10/2024 10.8 Joinder Agreement and Amendment No. 3, dated as of October 7, 2020, among Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. S-1/A 333-276348 10.7 1/10/2024 126 Table of Contents Exhibit Number Description Form File No. Exhibit Filing Date 10.9 Amendment No. 4, dated as of April 8, 2021, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. S-1/A 333-276348 10.8 1/10/2024 10.10 Joinder Agreement and Amendment No. 5, dated as of April 16, 2021, among Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. S-1/A 333-276348 10.9 1/10/2024 10.11 Joinder Agreement and Amendment No. 6, dated as of June 30, 2023, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. S-1/A 333-276348 10.10 1/10/2024 10.12 Joinder Agreement and Amendment No. 7, dated as of February 21, 2024, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the several lenders from time to time parties thereto and Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. 10-Q 001-41938 10.1 5/2/2024 10.13 Joinder Agreement and Amendment No. 8, dated as of September 17, 2024, by and among Credit Agricole Corporate and Investment Bank, Phoenix Guarantor Inc., Phoenix Intermediate Holdings Inc., each 2020 Additional Revolving Credit Lender, each 2020 Letter of Credit Issuer, and Morgan Stanley Senior Funding, Inc., as Administrative Agent. 10-Q 001-41938 10.1 11/1/2024 10.14 Amendment No. 9, dated as of December 11, 2024, by and among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the several lenders from time to time parties thereto and Morgan Stanley Senior Funding Inc. as administrative agent and collateral agent to the First Lien Credit Agreement, dated as of March 5, 2019, by and among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. (with amended First Lien Credit Agreement attached as Exhibit A). 8-K 001-41938 10.1 12/11/2024 10.15 Joinder Agreement and Eighth Amendment to the Pharmaceutical Purchase and Distribution Agreement, dated as of December 7, 2017, between Walgreens Boots Alliance, Inc. and certain of its affiliate, and AmerisourceBergen Drug Corporation and its affiliate acknowledged by PharMerica Corporation, to the Pharmaceutical Purchase and Distribution Agreement, S-1/A 333-276348 10.17 1/10/2024 127 Table of Contents Exhibit Number Description Form File No. Exhibit Filing Date between Walgreens Boots Alliance, Inc., and certain of its affiliates, and AmerisourceBergen Drug Corporation and its affiliate, dated as of March 18, 2013. 10.16 Employment Agreement between Phoenix Parent Holdings Inc. and Jon B. Rousseau, effective as of March 5, 2019. S-1/A 333-276348 10.22 1/10/2024 10.17 Amended and Restated Employment Agreement between Res-Care, Inc. and James Mattingly, dated December 14, 2017. S-1/A 333-276348 10.23 1/10/2024 10.18 Severance Agreement, dated April 14, 2025, by and between Res-Care, Inc., d/b/a BrightSpring Health Services, and James Mattingly. 8-K/A 001-41938 10.1 4/15/2025 10.19 Employment Agreement between Res-Care, Inc. and Robert A. Barnes, effective as of July 9, 2018. S-1/A 333-276348 10.24 1/10/2024 10.20 Amended and Restated Employment Agreement, dated as of October 11, 2024, by and between Res-Care, Inc. and Steven S. Reed. 8-K 001-41938 10.1 10/11/2024 10.21 Special Retention Agreement, dated as of October 11, 2024, by and between Res-Care, Inc. and Steven S. Reed. 8-K 001-41938 10.2 10/11/2024 10.22 Employment Agreement between PharMerica Corporation and Jennifer Yowler, effective as of May 4, 2019. S-1/A 333-276348 10.26 1/10/2024 10.23 Transition Agreement and Release, between PharMerica Corporation and Jennifer Yowler, effective as of June 16, 2025. 10.24 Amended and Restated Employment Agreement between Res-Care, Inc. and Jennifer Phipps, effective as of January 1, 2023. 10-K 001-41938 10.26 3/6/2025 10.25 Resignation Agreement, date as of June 20, 2025, by and between Abode Healthcare, Inc. and Michael McMaude. 8-K 001-41938 10.1 6/20/2025 10.26 Employment Agreement, dated June 9, 2025, by and between PharMerica Corporation and Scott Greenwell. 10.27 Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan S-1/A 333-260334 10.13 1/14/2024 10.28 Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jon B. Rousseau, dated October 16, 2019. S-1/A 333-276348 10.27 1/10/2024 10.29 Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jon B. Rousseau, dated November 22, 2023. S-1/A 333-276348 10.29 1/10/2024 10.30 Form of Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jim Mattingly, Robert Barnes, Steven Reed, and Jennifer Yowler. S-1/A 333-276348 10.30 1/10/2024 10.31 BrightSpring Health Services, Inc. 2024 Equity Incentive Plan. 8-K 001-41938 10.1 1/30/2024 10.32 Form of Director Restricted Unit Agreement under the 2024 Equity Incentive Plan . S-1/A 333-276348 10.22 1/17/2024 10.33 Form of Employee Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan (IPO Grants). S-1/A 333-276348 10.23 1/17/2024 10.34 Form of Employee Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan (Post-IPO Grants). S-1/A 333-276348 10.24 1/17/2024 10.35 Form of Option Agreement under the 2024 Equity Incentive Plan (IPO Grants). S-1/A 333-276348 10.25 1/17/2024 10.36 Form of Option Agreement under the 2024 Equity Incentive Plan (Post-IPO Grants). S-1/A 333-276348 10.26 1/17/2024 10.37 Form of Director and Executive Officer Indemnification Agreement . S-1/A 333-276348 10.31 1/10/2024 128 Table of Contents Exhibit Number Description Form File No. Exhibit Filing Date 10.38 BrightSpring Health Services, Inc. Senior Executive Cash Incentive Bonus Plan, adopted May 29, 2024. 8-K 001-41938 10.1 5/31/2024 19.1 Securities Trading Policy 10-K 001-31938 19.1 3/6/2025 21.1 Subsidiaries of BrightSpring Health Services, Inc. 23.1 Consent of KPMG LLP . 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 BrightSpring Health Services, Inc. Incentive Compensation Clawback Policy. 10-K 001-41938 97.1 3/6/2024 * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules or similar attachments upon request by the SEC or its staff. Management contract or compensatory plan in which directors and/or executive officers are eligible to participate. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Item 16 . Form 10-K Summary None. 129 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized . BrightSpring Health Services, Inc. Date: February 27, 2026 By: /s/ Jon Rousseau Jon Rousseau Chairman, President, and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Jon Rousseau Chairman, President, and Chief Executive Officer February 27, 2026 Jon Rousseau (Principal Executive Officer) /s/ Jennifer Phipps Executive Vice President and Chief Financial Officer February 27, 2026 Jennifer Phipps (Principal Financial Officer and Principal Accounting Officer) /s/ Hunter Craig Director February 27, 2026 Hunter Craig /s/ Johnny Kim Director February 27, 2026 Johnny Kim /s/ Max Lin Director February 27, 2026 Max Lin /s/ Olivia Kirtley Director February 27, 2026 Olivia Kirtley /s/ Timothy Wicks Director February 27, 2026 Timothy Wicks /s/ Steve Miller Director February 27, 2026 Steve Miller 130