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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41938   BrightSpring Health Services, Inc. (Exact Name of Registrant as Specified in its Charter)     Delaware 82-2956404 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 805 N. Whittington Parkway Louisville , Kentucky 40222 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 502 ) 394-2100   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.01 per share 6.75% Tangible Equity Units   BTSG BTSGU   The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.   Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company   ☐           If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of Registrant’s Common Stock outstanding as o f July 28, 2026 was 197,864,241 .         Table of Contents       Page       PART I. FINANCIAL INFORMATION 3       Item 1. Financial Statements (Unaudited) 3   Condensed Consolidated Balance Sheets 3   Condensed Consolidated Statements of Operations 4   Condensed Consolidated Statements of Comprehensive Income 5   Condensed Consolidated Statements of Shareholders’ Equity 6   Condensed Consolidated Statements of Cash Flows 8   Notes to Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 3. Quantitative and Qualitative Disclosures About Market Risk 44 Item 4. Controls and Procedures 44       PART II. OTHER INFORMATION 46       Item 1. Legal Proceedings 46 Item 1A. Risk Factors 46 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46 Item 3. Defaults Upon Senior Securities 46 Item 4. Mine Safety Disclosures 46 Item 5. Other Information 46 Item 6. Exhibits 47 Signatures 49   i   Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to “BrightSpring,” the “Company,” “we,” “us,” and “our” refer to BrightSpring Health Services, Inc. and its consolidated subsidiaries. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes forward-looking statements that reflect our current views with respect to, among other things, our operations, and financial performance. We have used words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words, or similar terms and phrases to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our industries, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. We believe that these factors include but are not limited to the following: • our operation in a highly competitive industry; • our inability to maintain relationships with existing patient referral sources or establish new referral sources; • changes to Medicare and Medicaid rates or methods governing Medicare and Medicaid payments for our services; • cost containment initiatives of third-party payors, including post-payment audits; • the implementation of alternative payment models and the transition of Medicaid and Medicare beneficiaries to managed care organizations may limit our market share and could adversely affect our revenues; • changes in the case mix of patients, as well as payor mix and payment methodologies, and decisions and operations of third-party organizations; • our reliance on federal and state spending, budget decisions, and continuous governmental operations which may fluctuate under different political conditions; • changes in drug utilization and/or pricing, PBM contracts, and Medicare Part D/Medicaid reimbursement, which may negatively impact our profitability; • changes in our relationships with pharmaceutical suppliers, including changes in drug availability or pricing; • reliance on the continual recruitment and retention of nurses, pharmacists, therapists, caregivers, direct support professionals, and other qualified personnel, including senior management; • compliance with or changes to federal, state, and local laws and regulations that govern our employment practices, including minimum wage, living wage, and paid time-off requirements; • fluctuation of our results of operations on a quarterly basis; • harm caused by labor relation matters; • limitations in our ability to control reimbursement rates received for our services if we are unable to maintain or reduce our costs to provide such services; • delays in collection or non-collection of our accounts receivable, particularly during the business integration process; • failure to manage our growth effectively, which may inhibit our ability to execute our business plan, maintain high levels of service and satisfaction or adequately address competitive challenges; • our ability to identify, successfully complete and manage acquisitions, joint ventures, divestitures and other significant transactions and strategic initiatives; • our ability to continue to provide consistently high quality of care; • maintenance of our corporate reputation or the emergence of adverse publicity, including negative information on social media or changes in public perception of our services; • contract continuance, expansion and renewal with our existing customers, including renewals at lower fee levels, customers declining to purchase additional services from us, or reduction in the services received from us pursuant to those contracts; 1   • effective investment in, implementation of improvements to and proper maintenance of the uninterrupted operation and data integrity of our information technology and other business systems; • security breaches, loss of data, and other disruptions, which could compromise sensitive business or patient information; cause a loss of confidential patient data, employee data or personal information; or prevent access to critical information and thereby expose us to liability, litigation, and federal and state governmental inquiries and damage our reputation and brand; • risks related to credit card payments and other payment methods; • potential substantial malpractice or other similar claims; • various risks related to governmental inquiries, regulatory actions, and whistleblower and other lawsuits, which may not be entirely covered by insurance; • our current insurance program, which may expose us to unexpected costs, particularly if we incur losses not covered by our insurance or if claims or losses differ from our estimates; • factors outside of our control, including those listed, which have required and could in the future require us to record an asset impairment of goodwill; • a pandemic, epidemic, or outbreak of an infectious disease; • inclement weather, natural disasters, acts of terrorism, riots, civil insurrection or social unrest, looting, protests, strikes, or street demonstrations; • our inability to adequately protect our intellectual property rights; • risks related to our compliance with our regulatory framework; • the significant interests of KKR Stockholder may conflict with our stockholders’ interests in the future; • our substantial indebtedness; • significant changes in tax or trade policies, tariffs, or trade relations between the United States and other countries, such as the imposition of unilateral tariffs on imported products, including impacts on imported drug products, which could result in supply chain disruptions and significant increases in costs; and • the amount and frequency of our stock repurchases may fluctuate. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. If any of these risks materialize, or if any of our assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, those set forth in Item 1A, “Risk Factors,” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”). Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. We caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Form 10-Q. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date hereof. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. 2   PART I—FIN ANCIAL INFORMATION Ite m 1. Financial Statements. BrightSpring Health Services, Inc. and Subsidiaries Condensed Consolida ted Balance Sheets (In thousands, except share and per share data) (Unaudited)       June 30, 2026     December 31, 2025   Assets             Current assets:             Cash and cash equivalents   $ 550,381     $ 88,370   Accounts receivable, net of allowance for credit losses     1,139,420       989,719   Inventories     575,009       815,180   Prepaid expenses and other current assets     205,163       118,592   Current assets held for sale     —       882,189   Total current assets     2,469,973       2,894,050   Property and equipment, net of accumulated depreciation of $ 438,963  and $ 404,878  at     June 30, 2026 and December 31, 2025, respectively     213,866       204,689   Goodwill     2,535,244       2,545,673   Intangible assets, net of accumulated amortization     514,424       557,555   Operating lease right-of-use assets, net     166,976       171,632   Other assets     85,234       39,712   Total assets   $ 5,985,717     $ 6,413,311   Liabilities, Redeemable Noncontrolling Interests, and Equity             Current liabilities:             Trade accounts payable   $ 1,090,915     $ 1,217,946   Accrued expenses     371,701       333,024   Current portion of obligations under operating leases     44,663       42,936   Current portion of obligations under financing leases     6,909       6,794   Current portion of long-term debt     41,445       52,340   Current liabilities held for sale     —       195,994   Total current liabilities     1,555,633       1,849,034   Obligations under operating leases, net of current portion     132,046       135,420   Obligations under financing leases, net of current portion     13,273       14,544   Long-term debt, net of current portion     2,149,315       2,455,204   Deferred income taxes, net     636       6,178   Long-term liabilities     76,612       66,565   Total liabilities     3,927,515       4,526,945   Redeemable noncontrolling interests     9,417       11,227   Shareholders’ equity:             Common stock, $ 0.01  par value, 1,500,000,000  shares authorized, 197,509,491  and     192,124,125  shares issued and outstanding at June 30, 2026 and December 31, 2025,    respectively   $ 1,975     $ 1,921   Preferred stock, $ 0.01  par value, 250,000,000  authorized, no  shares issued and    outstanding at June 30, 2026 and December 31, 2025     —       —   Additional paid-in capital     2,004,123       1,954,482   Retained earnings (accumulated deficit)     38,434       ( 74,647 ) Accumulated other comprehensive income (loss)     4,185       ( 6,691 ) Total shareholders’ equity     2,048,717       1,875,065   Noncontrolling interest     68       74   Total equity     2,048,785       1,875,139   Total liabilities, redeemable noncontrolling interests, and equity   $ 5,985,717     $ 6,413,311   See accompanying notes to the condensed consolidated financial statements. 3   BrightSpring Health Services, Inc. and Subsidiaries Condensed Consolidated S tatements of Operations (In thousands, except per share amounts) (Unaudited)     For the Three Months Ended     For the Six Months Ended       June 30,     June 30,     2026     2025     2026     2025   Revenues:                         Products   $ 3,407,173     $ 2,790,101     $ 6,578,522     $ 5,322,272   Services     465,967       357,597       908,339       703,555   Total revenues     3,873,140       3,147,698       7,486,861       6,025,827   Cost of goods     3,108,992       2,556,402       5,979,567       4,884,617   Cost of services     271,402       216,444       532,326       427,989   Gross profit     492,746       374,852       974,968       713,221   Selling, general, and administrative expenses     362,355       326,295       723,128       613,925   Operating income     130,391       48,557       251,840       99,296   Interest expense, net     36,879       38,778       75,494       80,541   Income from continuing operations before income taxes     93,512       9,779       176,346       18,755   Income tax expense     6,908       1,238       15,459       998   Income from continuing operations, net of income taxes     86,604       8,541       160,887       17,757   (Loss) income from discontinued operations, net of income taxes     ( 2,395 )     19,001       71,932       38,795   Net income     84,209       27,542       232,819       56,552   Net loss attributable to noncontrolling interests included in    continuing operations     ( 81 )     ( 666 )     ( 238 )     ( 1,198 ) Net income attributable to BrightSpring Health Services, Inc. and    subsidiaries   $ 84,290     $ 28,208     $ 233,057     $ 57,750                           Net income per common share (Note 10):                         Basic income (loss) per share attributable to common shareholders:                         Continuing operations   $ 0.42     $ 0.05     $ 0.78     $ 0.09   Discontinued operations   $ ( 0.01 )   $ 0.09     $ 0.35     $ 0.20   Net income per share   $ 0.41     $ 0.14     $ 1.13     $ 0.29   Diluted income (loss) per share attributable to common shareholders:                         Continuing operations   $ 0.39     $ 0.04     $ 0.73     $ 0.09   Discontinued operations   $ ( 0.01 )   $ 0.09     $ 0.32     $ 0.18   Net income per share   $ 0.38     $ 0.13     $ 1.05     $ 0.27   Weighted average shares outstanding:                         Basic     206,042       201,807       205,381       200,516   Diluted     220,276       216,336       221,191       214,963   See accompanying notes to the condensed consolidated financial statements. 4   BrightSpring Health Services, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (In thousands) (Unaudited)     For the Three Months Ended     For the Six Months Ended       June 30,     June 30,       2026     2025     2026     2025   Net income   $ 84,209     $ 27,542     $ 232,819     $ 56,552   Other comprehensive income (loss), net of tax:                         Foreign currency translation adjustments     ( 114 )     246       ( 206 )     208   Cash flow hedges:                         Net change in fair value, net of tax (1)     5,896       614       11,858       722   Amounts reclassified to earnings, net of tax (2)     ( 332 )     ( 3,321 )     ( 776 )     ( 6,678 ) Total other comprehensive income (loss), net of tax     5,450       ( 2,461 )     10,876       ( 5,748 ) Total comprehensive income     89,659       25,081       243,695       50,804   Comprehensive loss attributable to redeemable noncontrolling interests     ( 86 )     ( 508 )     ( 245 )     ( 915 ) Comprehensive income (loss) attributable to noncontrolling interest     5       ( 158 )     7       ( 283 ) Comprehensive income attributable to BrightSpring Health Services,    Inc. and subsidiaries   $ 89,740     $ 25,747     $ 243,933     $ 52,002     (1) The income tax effects of the net change in fair value were $( 1,914 ) and $( 3,849 ) for the three and six months ended June 30, 2026, respectively, and $( 201 ) and $( 234 ) for the three and six months ended June 30, 2025 , respectively. (2) The income tax effects of amounts reclassified to earnings were $ 108 and $ 252 for the three and six months ended June 30, 2026, respectively, and $ 1,080 and $ 2,167 for the three and six months ended June 30, 2025 , respectively. See accompanying notes to the condensed consolidated financial statements. 5   BrightSpring Health Services, Inc. and Subsidiaries Condensed Consolidated Statements of Shareholders’ Equity (In thousands, except share data) (Unaudited)     For the Three Months Ended June 30, 2026     Common Stock     Additional Paid-In Capital     Retained Earnings     Accumulated Other Comprehensive (Loss) Income     Noncontrolling Interest     Total       Shares     Amount                           Balances at March 31, 2026     193,209,722     $ 1,932     $ 1,964,516     $ 14,135     $ ( 1,265 )   $ 63     $ 1,979,381   Net income (1)     —       —       —       84,290       —       5       84,295   Other comprehensive income, net of tax     —       —       —       —       5,450       —       5,450   Share-based compensation     —       —       19,493       —       —       —       19,493   Exercise of stock options     2,562,315       25       20,298       —       —       —       20,323   Issuance of common stock for settlement of RSUs     256,489       3       ( 3 )     —       —       —       —   Tax effect of net share settlement of equity awards     ( 18,716 )     ( 1 )     ( 898 )     —       —       —       ( 899 ) Conversion of tangible equity units into common    stock     2,526,146       25       ( 25 )     —       —       —       —   Share repurchase     ( 1,026,465 )     ( 9 )     —       ( 59,991 )     —       —       ( 60,000 ) Other     —       —       742       —       —       —       742   Balances at June 30, 2026     197,509,491     $ 1,975     $ 2,004,123     $ 38,434     $ 4,185     $ 68     $ 2,048,785           For the Three Months Ended June 30, 2025     Common Stock     Additional Paid-In Capital     Accumulated Deficit     Accumulated Other Comprehensive Loss     Noncontrolling Interest     Total       Shares     Amount                           Balances at March 31, 2025     175,183,434     $ 1,752     $ 1,880,099     $ ( 192,613 )   $ ( 1,869 )   $ ( 125 )   $ 1,687,244   Net income (loss) (1)     —       —       —       28,208       —       ( 158 )     28,050   Other comprehensive loss, net of tax     —       —       —       —       ( 2,461 )     —       ( 2,461 ) Share-based compensation     —       —       22,802       —       —       —       22,802   Exercise of stock options     1,283,882       14       8,703       —       —       —       8,717   Issuance of common stock for settlement of RSUs     649,010       6       ( 6 )     —       —       —       —   Tax effect of net share settlement of equity awards     ( 60,999 )     ( 1 )     ( 1,744 )     —       —       —       ( 1,745 ) Balances at June 30, 2025     177,055,327     $ 1,771     $ 1,909,854     $ ( 164,405 )   $ ( 4,330 )   $ ( 283 )   $ 1,742,607   (1) Net income (loss) to the Company for the three months ended June 30, 2026 and 2025 excludes ($ 86 ) and $( 508 ) , respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.   6   BrightSpring Health Services, Inc. and Subsidiaries Condensed Consolidated Statements of Shareholders’ Equity (continued) (In thousands, except share data) (Unaudited)       For the Six Months Ended June 30, 2026     Common Stock     Additional Paid-In Capital     (Accumulated Deficit) Retained Earnings     Accumulated Other Comprehensive (Loss) Income     Noncontrolling Interest     Total       Shares     Amount                           Balances at December 31, 2025     192,124,125     $ 1,921     $ 1,954,482     $ ( 74,647 )   $ ( 6,691 )   $ 74     $ 1,875,139   Net income (1)     —       —       —       233,057       —       7       233,064   Other comprehensive income, net of tax     —       —       —       —       10,876       —       10,876   Share-based compensation     —       —       23,169       —       —       —       23,169   Exercise of stock options     3,940,023       39       32,376       —       —       —       32,415   Issuance of common stock for settlement     of RSUs     1,572,874       16       ( 16 )     —       —       —       —   Tax effect of net share settlement of equity     awards     ( 162,405 )     ( 2 )     ( 6,605 )     —       —       —       ( 6,607 ) Conversion of tangible equity units into    common stock     2,526,146       25       ( 25 )     —       —       —       —   Share repurchase     ( 2,491,272 )     ( 24 )     —       ( 119,976 )     —       —       ( 120,000 ) Other     —       —       742       —       —       ( 13 )     729   Balances at June 30, 2026     197,509,491     $ 1,975     $ 2,004,123     $ 38,434     $ 4,185     $ 68     $ 2,048,785         For the Six Months Ended June 30, 2025     Common Stock     Additional Paid-In Capital     Accumulated Deficit     Accumulated Other Comprehensive Income (Loss)     Noncontrolling Interest     Total       Shares     Amount                           Balances at December 31, 2024     174,245,990     $ 1,742     $ 1,866,850     $ ( 222,155 )   $ 1,418     $ —     $ 1,647,855   Net income (loss) (1)     —       —       —       57,750       —       ( 283 )     57,467   Other comprehensive loss, net of tax     —       —       —       —       ( 5,748 )     —       ( 5,748 ) Share-based compensation     —       —       38,483       —       —       —       38,483   Exercise of stock options     1,320,135       14       9,048       —       —       —       9,062   Issuance of common stock for settlement of    RSUs     1,701,546       17       ( 17 )     —       —       —       —   Tax effect of net share settlement of equity    awards     ( 212,344 )     ( 2 )     ( 4,510 )     —       —       —       ( 4,512 ) Balances at June 30, 2025     177,055,327     $ 1,771     $ 1,909,854     $ ( 164,405 )   $ ( 4,330 )   $ ( 283 )   $ 1,742,607   (1) Net income (loss) to the Company for the six months ended June 30, 2026 and 2025 excludes ($ 245 ) and $( 915 ) , respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements. See accompanying notes to the condensed consolidated financial statements.   7   BrightSpring Health Services, Inc. and Subsidiaries Condensed Consolidated St atements of Cash Flows (In thousands) (Unaudited)   For the Six Months Ended       June 30,     2026     2025   Operating activities:             Net income   $ 232,819     $ 56,552   Adjustments to reconcile net income to net cash provided by operating activities:             Depreciation and amortization     80,517       84,000   Change in fair value of contingent consideration, net     —       2,003   Payment of contingent consideration in excess of acquisition date fair value     —       ( 1,500 ) Provision for credit losses     22,865       40,658   Amortization of deferred debt issuance costs     5,764       5,543   Share-based compensation     23,169       38,483   Deferred income taxes, net     ( 9,529 )     3,892   Gain on sale of discontinued operations     ( 101,868 )     —   Other     1,014       3,186   Change in operating assets and liabilities, net of acquisitions and dispositions:                     Accounts receivable     ( 152,577 )     ( 112,756 )         Prepaid expenses and other current assets     ( 86,132 )     24,411           Inventories     239,989       11,473           Trade accounts payable     ( 87,503 )     53,277           Accrued expenses     27,951       ( 43,490 )         Other assets and liabilities     ( 29,620 )     ( 15,058 ) Net cash provided by operating activities   $ 166,859     $ 150,674   Investing activities:             Purchases of property and equipment   $ ( 50,576 )   $ ( 42,057 ) Acquisitions of businesses     ( 42,203 )     ( 6,754 ) Proceeds from sale of discontinued operations     810,908       —   Other     1,066       1,377   Net cash provided by (used in) investing activities   $ 719,195     $ ( 47,434 ) Financing activities:             Long-term debt repayments   $ ( 320,491 )   $ ( 23,720 ) Repayments of the Revolving Credit Facility, net     —       ( 63,300 ) Payments of debt issuance costs     ( 3,378 )     —   Repurchases of shares of common stock     ( 120,000 )     —   Proceeds from shares issued under share-based compensation plan     32,415       9,062   Taxes paid related to net share settlement of equity awards     ( 6,607 )     ( 4,512 ) Purchase of redeemable noncontrolling interest     ( 267 )     ( 5,100 ) Payments of financing lease obligations     ( 5,822 )     ( 6,691 ) Net cash used in financing activities   $ ( 424,150 )   $ ( 94,261 ) Net increase in cash and cash equivalents     461,904       8,979   Cash and cash equivalents at beginning of period     88,477       61,253   Cash and cash equivalents at end of period   $ 550,381     $ 70,232   Cash and cash equivalents included in assets held for sale at end of period     —       162   Cash and cash equivalents included in continuing operations at end of period   $ 550,381     $ 70,070   See accompanying notes to the condensed consolidated financial statements.     8   BrightSpring Health Services, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (continued) (In thousands) (Unaudited) For the Six Months Ended     June 30,   2026     2025   Supplemental disclosures of cash flow information:           Cash paid for:           Interest, net $ 75,457     $ 96,069   Income taxes, net of refunds $ 156,704     $ 13,022   Supplemental schedule of non-cash investing and financing activities:           Financing lease obligations assumed $ 3,783     $ 6,691   Purchases of property and equipment in accounts payable $ 3,666     $ 4,103     9     Index to Notes to Condensed Consolidated Financial Statements     Page     Note 1 - Significant Accounting Policies 11 Note 2 - Discontinued Operations 12 Note 3 - Revenue 14 Note 4 - Acquisitions 15 Note 5 - Goodwill and Intangible Assets 17 Note 6 - Debt and Derivatives 18 Note 7 - TEUs 20 Note 8 - Income Taxes 20 Note 9 - Detail of Certain Balance Sheet Accounts 21 Note 10 - Earnings Per Share 22 Note 11 - Segment Information 23   10   BrightSpring Health Services, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) 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 medically 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 Stockholder”) and Walgreens Boots Alliance, Inc. (“WBA”) purchased PharMerica Corporation (“PharMerica”) and on March 5, 2019, expanded with the acquisition of BrightSpring Health Holdings Corp. The surviving entity was renamed BrightSpring Health Services, Inc. WBA sold their remaining ownership interests in the Company in 2025 through open market transactions and is no longer considered a related party of the Company. As a result of the registered secondary public offerings in 2025, the Company no longer qualifies as a “controlled company” under the Nasdaq Stock Market LLC listing standards. 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 closed on March 30, 2026. In March and June 2026, KKR Stockholder and certain management selling stockholders completed additional registered secondary public offerings of 20,000,000 and 14,999,771 shares of the Company’s common stock, respectively (collectively, the “2026 Secondary Offerings”). The Company did not sell any shares of common stock that were offered in the 2026 Secondary Offerings. The Company did not receive any proceeds from the 2026 Secondary Offerings, other than proceeds received in connection with the cash exercise of stock options by the management selling stockholders in connection with the 2026 Secondary Offerings. In connection with the March and June 2026 secondary public offerings, the Company concurrently purchased from the underwriter 1,464,807 and 1,026,465 shares of common stock, respectively. The price per share paid by the Company with respect to the concurrent share repurchases was equal to the price at which the underwriter purchased the shares from the selling stockholders in the 2026 Secondary Offerings. 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 retained earnings, respectively, in the unaudited condensed consolidated balance sheets. Principles of Consolidation The accompanying unaudited condensed 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 in the unaudited condensed consolidated balance sheets as redeemable noncontrolling interests. Basis of Presentation The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations, and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. Our results of operations for the interim periods presented are not necessarily indicative of the results of our operations for the entire year. As discussed in Note 2, the Community Living business met the criteria to be reported as discontinued operations and held for sale during the first fiscal quarter of 2025. Therefore, the Company has reported the historical results of the Community Living business, including the results of operations and cash flows as discontinued operations for all periods presented herein, and related assets and liabilities, as held for sale as of December 31, 2025. Unless otherwise noted, all activities and amounts reported in the accompanying notes to the unaudited condensed consolidated financial statements relate to the continuing operations of the Company and exclude activities and amounts related to the Community Living business. This report should be read in conjunction with our consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, which includes information and disclosures not included herein. Certain 11   information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented, as allowed by the rules and regulations of the Securities and Exchange Commission. Use of Estimates The preparation of the unaudited condensed 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. Commitments and Contingencies The Company is 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.   Related Party Transactions There were no material related party transactions that meet the requirements for disclosure in the periods presented other than those disclosed elsewhere in these notes to the unaudited condensed consolidated financial statements. Recently Adopted Accounting Standards There were no new accounting standards adopted during the six months ended June 30, 2026. Recently Issued Accounting Standards In November 2024, the FASB issued Accounting Standards Update (“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 these ASUs 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 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 Accounting Standards Codification (“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. On March 30, 12   2026, the Company completed the transaction pursuant to the terms of the definitive agreement for cash proceeds of $ 810.9 million , resulting in a pre-tax gain on sale of $ 101.9 million . The following table reconciles the gross proceeds with the gain on sale, net of tax for the sale of the Community Living business:     For the Six Months Ended       June 30,     2026   Gross proceeds   $ 835,000   Less: certain post-closing adjustments     12,617   Less: direct costs to sell     13,854   Less: carrying amount of Community Living business     706,661   Gain on sale of discontinued operations   $ 101,868   Less: current and deferred tax impact     72,218   Net gain on sale of discontinued operations   $ 29,650   The Company determined the divestiture of the Community Living business represents a strategic shift that will have a major effect on its business and 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 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 entered 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 over the 18 months following the close of the transaction. Transition services primarily include finance and accounting, human resources, IT, facilities management, and compliance services. The fees associated with the services rendered under the TSA are presented in selling, general, and administrative expenses in the unaudited condensed consolidated statement of operations and are not material to our results of operations. The financial results of the Community Living business are presented as (loss) income from discontinued operations on our unaudited condensed consolidated statements of operations. The following table presents the financial results of the Community Living business (in thousands):     For the Three Months Ended     For the Six Months Ended       June 30,     June 30,     2026     2025     2026     2025   Services revenue   $ —     $ 307,683     $ 306,646     $ 606,789   Cost of services     —       211,614       206,585       415,797   Gross profit     —       96,069       100,061       190,992   Selling, general, and administrative expenses     7,703       63,739       45,669       124,483   Operating (loss) income of discontinued operations     ( 7,703 )     32,330       54,392       66,509   Interest expense, net     —       7,590       6,677       15,497   (Loss) gain on sale of discontinued operations     ( 1,544 )     —       101,868       —   (Loss) income of discontinued operations before incomes taxes     ( 9,247 )     24,740       149,583       51,012   Income tax (benefit) expense of discontinued operations     ( 6,852 )     5,739       77,651       12,217   (Loss) income from discontinued operations, net of income taxes   $ ( 2,395 )   $ 19,001     $ 71,932     $ 38,795     13   The following table presents the aggregate carrying amounts of assets and liabilities held for sale for the Community Living business as of December 31, 2025 in the unaudited condensed consolidated balance sheet (in thousands):   Assets       Current assets:       Cash and cash equivalents   $ 107   Accounts receivable, net of allowance for credit losses     136,875   Inventories     3,294   Prepaid expenses and other current assets     2,717   Total current assets held for sale     142,993   Property and equipment, net of accumulated depreciation of $ 104,314     83,465   Goodwill     307,640   Intangible assets, net of accumulated amortization     216,192   Operating lease right-of-use assets, net     129,005   Other assets     2,894   Total assets held for sale   $ 882,189   Liabilities       Current liabilities:       Trade accounts payable   $ 25,081   Accrued expenses     59,038   Current portion of obligations under operating leases     32,749   Current portion of obligations under financing leases     7,691   Total current liabilities held for sale     124,559   Obligations under operating leases, net of current portion     57,771   Obligations under financing leases, net of current portion     12,766   Deferred income taxes, net     390   Long-term liabilities     508   Total liabilities held for sale   $ 195,994   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 unaudited condensed consolidated statements of cash flows (in thousands):     For the Six Months Ended       June 30,     2026     2025   Cash flows from operating activities of discontinued operations:             Depreciation and amortization   $ —     $ 1,329   Share-based compensation     ( 9,296 )     6,501   Gain on sale of discontinued operations     ( 101,868 )     —                 Cash flows used in investing activities of discontinued operations:             Purchases of property and equipment     3,085       5,868     3. Revenue 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 from private and other payors. There is no single customer whose revenue was 10% or more of our consolidated revenue during the periods presented. The following tables set forth revenue by payor type (in millions):   14     Pharmacy Solutions     For the Three Months Ended June 30,     For the Six Months Ended June 30,     2026     2025     2026     2025     Revenue     % of Revenue     Revenue     % of Revenue     Revenue     % of Revenue     Revenue     % of Revenue   Commercial insurance   $ 1,053.5       27.2 %   $ 742.0       23.6 %   $ 2,012.9       26.9 %   $ 1,416.5       23.5 % Medicaid     339.3       8.8 %     266.2       8.5 %     647.9       8.7 %     504.4       8.4 % Medicare Part A     136.3       3.5 %     138.9       4.4 %     274.0       3.7 %     279.3       4.6 % Medicare Part B     18.3       0.5 %     18.7       0.6 %     38.6       0.5 %     38.2       0.6 % Medicare Part C     653.7       16.9 %     555.6       17.7 %     1,256.1       16.8 %     1,043.3       17.3 % Medicare Part D     1,149.9       29.7 %     1,008.4       32.0 %     2,224.0       29.7 %     1,919.3       31.9 % Private & other     56.1       1.4 %     60.3       1.8 %     125.0       1.6 %     121.3       2.0 %   $ 3,407.1       88.0 %   $ 2,790.1       88.6 %   $ 6,578.5       87.9 %   $ 5,322.3       88.3 %     Provider Services     For the Three Months Ended June 30,     For the Six Months Ended June 30,     2026     2025     2026     2025     Revenue     % of Revenue     Revenue     % of Revenue     Revenue     % of Revenue     Revenue     % of Revenue   Commercial insurance   $ 59.0       1.5 %   $ 44.1       1.4 %   $ 113.9       1.5 %   $ 85.5       1.4 % Medicaid     97.3       2.5 %     88.5       2.8 %     194.4       2.6 %     173.6       2.9 % Medicare Part A     173.5       4.5 %     125.8       4.0 %     344.7       4.6 %     248.2       4.1 % Medicare Part B     12.3       0.3 %     1.4       0.0 %     13.8       0.2 %     2.9       0.0 % Medicare Part C     66.8       1.7 %     34.6       1.1 %     131.4       1.8 %     67.2       1.1 % Private & other     57.1       1.5 %     63.2       2.1 %     110.2       1.4 %     126.1       2.2 %   $ 466.0       12.0 %   $ 357.6       11.4 %   $ 908.4       12.1 %   $ 703.5       11.7 %     Consolidated     For the Three Months Ended June 30,     For the Six Months Ended June 30,     2026     2025     2026     2025     Revenue     % of Revenue     Revenue     % of Revenue     Revenue     % of Revenue     Revenue     % of Revenue   Commercial insurance   $ 1,112.5       28.7 %   $ 786.1       25.0 %   $ 2,126.8       28.4 %   $ 1,502.0       24.9 % Medicaid     436.6       11.3 %     354.7       11.3 %     842.3       11.3 %     678.0       11.3 % Medicare Part A     309.8       8.0 %     264.7       8.4 %     618.7       8.3 %     527.5       8.7 % Medicare Part B     30.6       0.8 %     20.1       0.6 %     52.4       0.7 %     41.1       0.6 % Medicare Part C     720.5       18.6 %     590.2       18.8 %     1,387.5       18.6 %     1,110.5       18.4 % Medicare Part D     1,149.9       29.7 %     1,008.4       32.0 %     2,224.0       29.7 %     1,919.3       31.9 % Private & other     113.2       2.9 %     123.5       3.9 %     235.2       3.0 %     247.4       4.2 %   $ 3,873.1       100.0 %   $ 3,147.7       100.0 %   $ 7,486.9       100.0 %   $ 6,025.8       100.0 % Refer to Note 11 for the disaggregation of revenue by reportable segment.   4. Acquisitions 2026 Acquisitions There were no acquisitions completed during the six months ended June 30, 2026. 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 unaudited condensed consolidated financial statements from the respective dates of the acquisition.   15   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 the acquisition of 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, of which $ 42.2 million was paid in the first fiscal quarter of 2026. 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 unaudited condensed consolidated statements of operations. The Amedisys and LHC Branches Acquisition provides home health and hospice care services through several legal entities in 18 states, of which the branches in 17 states have been acquired as of June 30, 2026. Its results are consolidated within the Provider Services reportable segment. The allocation of the purchase price is provisional as of June 30, 2026 . Provisional amounts primarily relate to the valuation of intangible assets, 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   $ 35,456   Prepaid expenses and other current assets     32   Property and equipment     5,633   Goodwill     164,753   Intangible assets     62,897   Operating lease right-of-use assets     12,604   Other assets     88   Trade accounts payable     1,881   Accrued expenses     12,313   Current portion of obligations under operating leases     4,177   Current portion of obligations under financing leases     1,797   Obligations under operating leases, net of current portion     8,427   Obligations under financing leases, net of current portion     3,587   Long-term liabilities     2,773   Redeemable noncontrolling interests     8,084   Noncontrolling interest     ( 35 ) Aggregate purchase price, net of cash acquired   $ 238,459   The Company acquired eight joint ventures as a part of the transaction which are recorded either as redeemable noncontrolling interests or noncontrolling interest on the unaudited condensed consolidated balance sheets based on the nature of the joint venture. During the second fiscal quarter of 2026, the Company purchased the remaining redeemable noncontrolling interest in one of the joint ventures. The fair value of acquired licenses of $ 62.9 million was based upon a third-party valuation, of which $ 56.0 million were assigned an indefinite life. The definite-lived licenses have an estimated weighted average useful life of 10.0 years. 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 $ 77.9 million and $ 156.4 million in revenue during the three and six months ended June 30, 2026 , respectively. The Amedisys and LHC Branches Acquisition contributed $ 6.8 million and $ 14.2 million 16   in operating income during the three and six months ended June 30, 2026, respectively. The Amedisys and LHC Branches Acquisition was not completed until the fourth fiscal quarter of 2025; as such it did not contribute any revenue or operating income during the three and six months ended June 30, 2025. The following table contains the unaudited pro forma consolidated financial information, assuming that the Amedisys and LHC Branches Acquisition transaction closed on January 1, 2025 (in thousands):     For the Three Months Ended     For the Six Months Ended     June 30,     June 30,     2025     2025   Revenue $ 3,236,252     $ 6,199,846   Operating income $ 52,101     $ 112,825   Net income from continuing operations attributable to BrightSpring Health    Services, Inc. and subsidiaries $ 11,795     $ 28,832   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, 2025 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. 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 three and six months ended June 30, 2025 , the Company incurred $ 8.3 million and $ 8.9 million, respectively, of transaction costs related to all 2025 acquisitions, including those acquisitions completed in subsequent quarters of 2025. These costs are included in selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations. 5. Goodwill and Intangible Assets A summary of changes to goodwill, by reportable segment, is as follows (in thousands):     Goodwill     Pharmacy Solutions     Provider Services     Total   Goodwill at January 1, 2026*   $ 841,052     $ 1,704,621     $ 2,545,673   Measurement period adjustments     —       ( 10,289 )     ( 10,289 ) Foreign currency adjustments     —       ( 140 )     ( 140 ) Goodwill at June 30, 2026*   $ 841,052     $ 1,694,192     $ 2,535,244   * 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. 17   Intangible assets are as follows (in thousands):     June 30, 2026     December 31, 2025         Gross     Accumulated Amortization     Net Carrying Value     Gross     Accumulated Amortization     Net Carrying Value     Life (Years) Customer relationships   $ 501,510     $ 381,851     $ 119,659     $ 502,160     $ 356,146     $ 146,014     5 - 20 Trade names     318,768       165,644       153,124       318,768       154,601       164,167     2 - 20 Licenses     67,120       21,011       46,109       67,395       18,886       48,509     10 - 20 Doctor/payor network     3,300       2,922       378       5,650       4,987       663     5 - 8 Covenants not to compete     3,834       2,438       1,396       6,654       4,717       1,937     2 - 7 Other intangible assets     10,940       8,707       2,233       10,940       7,925       3,015     5 - 7 Total definite-lived assets   $ 905,472     $ 582,573     $ 322,899     $ 911,567     $ 547,262     $ 364,305       Licenses     191,525       —       191,525       193,250       —       193,250     Indefinite Total intangible assets   $ 1,096,997     $ 582,573     $ 514,424     $ 1,104,817     $ 547,262     $ 557,555       Amortization expense for the three and six months ended June 30, 2026 was $ 22.4 million and $ 43.1 million , respectively, as compared to $ 23.6 million and $ 47.0 million for the three and six months ended June 30, 2025 , respectively. 6. Debt and Derivatives The table below summarizes the total outstanding debt of the Company (in thousands):     June 30, 2026     December 31, 2025       Rate     Amount     Rate     Amount   First Lien Incremental Term Loan Tranche B-6 - payable to lenders at SOFR      plus applicable margin     5.62 %   $ 2,214,872       —     $ —   First Lien Incremental Term Loan Tranche B-5 - payable to lenders at SOFR      plus applicable margin     —       —       6.22 %     2,521,255   Revolving Credit Loans - payable to lenders at SOFR plus applicable margin     5.62 %     —       6.47 %     —   Swingline/Base Rate - payable to lenders at ABR plus applicable margin     7.75 %     —       8.50 %     —   Amortizing Notes (1)           19,278             31,360   Notes payable and other           15,103             17,129   Total debt           2,249,253             2,569,744   Less: debt issuance costs, net           58,493             62,200   Total debt, net of debt issuance costs           2,190,760             2,507,544   Less: current portion of long-term debt           41,445             52,340   Total long-term debt, net of current portion         $ 2,149,315           $ 2,455,204     (1) See Note 7 for discussion of Amortizing Notes . We are required to disclose the fair value of financial instruments for which it is practicable to estimate the fair value, even though these instruments are not recognized at fair value in the consolidated balance sheets. The following table presents the carrying value and estimated fair values of the Company’s debt obligations as of June 30, 2026 (in millions):             Fair Value at Reporting Date Using   Financial Instrument   Carrying Value as of June 30, 2026     Markets for Identical Item (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   First Lien Term Loan   $ 2,214,872     $ —     $ 2,214,872     $ —   Amortizing Notes     19,278       —       19,302       —   Total debt instruments   $ 2,234,150     $ —     $ 2,234,174     $ —   The following discussion summarizes the debt agreements and related modification for the six months ended June 30, 2026 and the year ended December 31, 2025. 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. 18   On December 11, 2024, we amended the First Lien to refinance the outstanding principal 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 Secured Overnight Financing Rate (“SOFR”) plus 2.50 % or Alternate Base Rate (“ABR”) plus 1.50 % with a maturity date of February 21, 2031 . Principal payments were due on the last business day of each quarter, which commenced in the first fiscal quarter of 2025 and equated to 0.25 % of the principal at issuance, with a balloon payment due February 21, 2031. On May 28, 2026, we used a portion of the net proceeds received from the Community Living divestiture to repay $ 300.0 million of the borrowing under Tranche B-5 and amended the First Lien to establish a new Tranche B-6 Term Loan (“Tranche B-6”) in an aggregate principal amount of $ 2,214.9 million. The proceeds from Tranche B-6 borrowings were used to refinance the equivalent amount of the remaining Tranche B-5, after the aforementioned debt paydown, at a rate equal to SOFR plus 2.00 % or ABR plus 1.00 % with a maturity date of February 21, 2031 . The transaction was accounted for as a debt modification. Principal payments are due on the last business day of each quarter, which will commence in the third fiscal quarter of 2026 and equate to 0.25 % of the principal at issuance, with a balloon payment due February 21, 2031. Revolving Credit Facility The First Lien also extends credit in the form of a 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 debt modification on May 28, 2026, borrowings of the Revolver bear interest at a rate equal to SOFR (with a floor of 0.00 %) plus 2.00 % for the Revolving Credit Loans or ABR (with a floor of 0.00 %) plus 1.00 % for the Swingline Loans. Prior to the debt modification, borrowings bore interest at a rate equal to SOFR (with a floor of 0.00 %) plus 2.75 % for the Revolving Credit Loans and ABR (with a floor of 0.00 %) plus 1.75 % for the Swingline Loans . As of June 30, 2026 and December 31, 2025, the Company had $ 475.0 mi llion of borrowing capacity available under the Revolver as there were no borrowings under the Revolver or letters of credit outstanding. The Company’s First Lien also provides for an additional $ 65.0 million of letter of credit commitments (the “LC Facility”), which are not subject to the LC Sublimit and do not reduce the Revolver borrowing capacity. As of June 30, 2026, there were $ 63.9 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $ 1.1 million . As of December 31, 2025, there were $ 62.8 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $ 2.2 million . Derivative Financial Instruments To manage fluctuations in cash flows resulting from changes in the variable interest rates, the Company entered into receive-variable, pay-fixed interest rate swap agreements. The following table summarizes our interest rate swaps designated as cash flow hedges (in millions):       Notional Amount as of             Financial Institution   June 30, 2026     December 31, 2025     Effective Dates   Fixed Rates   Credit Agricole Corporate and Investment Bank   $ 500     $ 500     1-year period ending September 30, 2026     3.72500 % Mizuho Capital Markets     500       500     1-year period ending September 30, 2026     3.61121 % Credit Agricole Corporate and Investment Bank     250       250     3-year period ending September 30, 2028     3.33150 % Morgan Stanley     250       250     3-year period ending September 30, 2028     3.17700 % Existing contracts   $ 1,500     $ 1,500                                     Mizuho Capital Markets   $ 500     $ 500     2-year period ending September 30, 2028     3.20220 % Forward starting contracts (1)   $ 500     $ 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 June 30, 2026 , this contract meets the criteria of a cash flow hedge. The net fair value of the cash flow hedges as of June 30, 2026 and December 31, 2025 was a $ 14.3 million asset and a $ 0.4 million liability, respectively, and is reflected in prepaid expenses and other current assets, other assets, accrued expenses and long-term liabilities, as applicable, in the unaudited condensed consolidated balance sheets. Refer to Note 9 for details. 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. 19   Amounts reported in accumulated other comprehensive income (“AOCI”) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Net interest received, including payments made or received under the cash flow hedges, was $ 0.4 million and $ 1.0 million for the three and six months ended June 30, 2026, respectively, as compared to $ 4.4 million and $ 8.8 million for the three and six months ended June 30, 2025 , respectively. The Company expects approximately $ 6.5 million of pre-tax gains to be reclassified out of AOCI into earnings within the next twelve months. The debt modification did not impact the effectiveness of the cash flow hedge arrangements outstanding as of June 30, 2026 . 7. Tangible Equity Units ( “ TEUs ”) Concurrently with the IPO in 2024, 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. The value allocated to the Purchase Contract is reflected net of issuance costs in additional paid-in capital. The value allocated to the Amortizing Notes is reflected in long-term debt, with payments expected in the next twelve months reflected in current portion of long-term debt, in the unaudited condensed consolidated balance sheets. The long-term portion of the Amortizing Notes as of December 31, 2025 wa s $ 6.6 million. Because the final installment payment date of February 1, 2027 is within one year of June 30, 2026, the entire carrying amount of the Amortizing Notes was classified within current portion of long-term debt as of June 30, 2026. The current portion of the Amortizing Notes as of June 30, 2026 and December 31, 2025 wa s $ 19.3 million and $ 24.8 million, respectively. Issuance costs related to the Amortizing Notes are reflected as a reduction of the carrying amount and are amortized through the maturity date using the effective interest rate method. Amortizing Notes The Company pays equal quarterly cash installments of $ 0.8438 per Amortizing Note on February 1, May 1, August 1 and November 1, 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 . In the aggregate, the annual quarterly cash installments are the equivalent of 6.75 % per year. Each installment payment constitutes a payment of interest and a partial repayment of principal. The Company paid $ 6.7 million and $ 13.5 million in TEU installment payments during the three and six months ended June 30, 2026 , respectively, as compared to $ 6.7 million and $ 13.5 million during the three and six months ended June 30, 2025, 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. Purchase Contracts 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 three and six months ended June 30, 2026 , 2,526,146 TEUs were converted at the holder ’s option. During the three and six months ended June 30, 2025 , no 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 of our common stock. 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 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). 8. Income Taxes The provision for income taxes is attributable to U.S federal, state, and foreign income taxes. The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate and includes the tax effect of items required to be recorded discretely in the interim periods in which those items occur. 20   A reconciliation of the Company’s effective tax rate is as follows:     For the Three Months Ended     For the Six Months Ended       June 30,     June 30,       2026     2025     2026     2025   Estimated annual effective tax rate before discrete items     25.4 %     27.1 %     25.4 %     26.4 % Discrete items recognized     ( 18.0 )%     ( 14.4 )%     ( 16.6 )%     ( 21.1 )% Effective tax rate recognized in the statements of operations     7.4 %     12.7 %     8.8 %     5.3 % During the three and six months ended June 30, 2026 and 2025 , the Company’s effective tax rates were lower than the U.S. federal income tax rate, primarily due to excess tax benefits recognized on share-based compensation awards. Excess tax benefits totaled $ 16.9 million and $ 29.3 million for the three and six months ended June 30, 2026 , respectively, compared to $ 1.4 million and $ 3.7 million for the three and six months ended June 30, 2025. These benefits are recognized as discrete tax items in the periods in which awards vest or are exercised and can vary significantly based on the Company’ s stock price and employee activity. The favorable impact of these benefits was partially offset by permanent tax adjustments related to compensation that is nondeductible under Section 162(m) of the Internal Revenue Code. 9. Detail of Certain Balance Sheet Accounts Prepaid expenses and other current assets consist of the following (in thousands):     June 30, 2026     December 31, 2025   Non-trade receivables   $ 61,709     $ 38,196   Income tax receivable     49,050       864   Rebate receivable     45,393       32,407   Inventory returns receivable     11,594       11,019   Dues and subscriptions     11,573       7,588   Prepaid insurance     5,440       13,255   Other prepaid expenses and current assets     20,404       15,263   Total prepaid expenses and other current assets   $ 205,163     $ 118,592   Other assets consist of the following (in thousands):     June 30, 2026     December 31, 2025   Insurance recoveries   $ 40,760     $ 7,251   Interest rate swaps     14,167       1,181   Other investments     7,544       7,481   Cloud computing     6,863       6,017   Deposits     5,816       5,722   Deferred compensation     5,022       4,702   Notes receivable     1,940       4,012   Other assets     3,122       3,346   Total other assets   $ 85,234     $ 39,712     21   Accrued expenses consist of the following (in thousands):     June 30, 2026     December 31, 2025   Wages and payroll taxes   $ 153,232     $ 131,162   Compensated absences     35,152       31,543   Health insurance reserves     28,011       15,389   Workers compensation insurance reserves     19,992       24,897   Legal settlements and professional fees     18,569       10,525   Checks in excess of cash balance     17,731       34,824   General and professional liability insurance reserves     16,376       7,696   Deferred revenue     13,083       9,039   Property insurance reserves     8,085       11,170   Automobile insurance reserves     6,529       5,585   Taxes other than income taxes     4,243       3,506   Other     50,698       47,688   Total accrued expenses   $ 371,701     $ 333,024     Long-term liabilities consist of the following (in thousands):     June 30, 2026     December 31, 2025   General and professional liability insurance reserves   $ 37,219     $ 25,032   Workers compensation insurance reserves     24,591       25,369   Automobile insurance reserves     7,795       9,849   Deferred compensation     5,022       4,702   Other     1,985       1,613   Total long-term liabilities   $ 76,612     $ 66,565     10. Earnings Per Share (“EPS”) Basic net income (loss) per share of common stock excludes dilution and is reported separately for continuing operations and discontinued operations. Basic net income (loss) per share of common stock for continuing operations and discontinued operations is calculated by dividing net income (loss) from continuing operations and discontinued operations attributable to common shareholders by the weighted average number of shares outstanding for the reporting period. Diluted net income per share of common stock is computed by giving effect to the weighted average of all potentially 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 restricted stock units (“RSUs”) and stock option awards is calculated using the treasury stock method, if dilutive. For the three and six months ended June 30, 2026 and 2025, the TEUs were assumed to be outstanding at the minimum settlement amount for weighted-average shares for basic EPS. For the three and six months ended June 30, 2026 and 2025, the Company’ s average applicable market value was greater than $ 15.28 , resulting in no dilutive impact to EPS for TEUs. See Note 7 for further discussion of TEUs. 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):   22     For the Three Months Ended     For the Six Months Ended       June 30,     June 30,     2026     2025     2026     2025   Numerator:                         Net income from continuing operations   $ 86,604     $ 8,541     $ 160,887     $ 17,757   Less: Net loss attributable to noncontrolling interests     ( 81 )     ( 666 )     ( 238 )     ( 1,198 ) Net income from continuing operations attributable to common    shareholders     86,685       9,207       161,125       18,955   Net (loss) income from discontinued operations     ( 2,395 )     19,001       71,932       38,795   Net income attributable to common shareholders   $ 84,290     $ 28,208     $ 233,057     $ 57,750                           Denominator:                         Weighted-average shares outstanding - basic     206,042       201,807       205,381       200,516                           Effect of dilutive securities:                         Stock options     8,947       8,098       9,468       8,167   RSUs     5,287       6,431       6,342       6,280   TEUs     —       —       —       —   Weighted-average shares outstanding - diluted     220,276       216,336       221,191       214,963                           Basic income (loss) per share attributable to common shareholders:                         Continuing operations   $ 0.42     $ 0.05     $ 0.78     $ 0.09   Discontinued operations   $ ( 0.01 )   $ 0.09     $ 0.35     $ 0.20   Net income per share   $ 0.41     $ 0.14     $ 1.13     $ 0.29                             Diluted income (loss) per share attributable to common shareholders:                         Continuing operations   $ 0.39     $ 0.04     $ 0.73     $ 0.09   Discontinued operations   $ ( 0.01 )   $ 0.09     $ 0.32     $ 0.18   Net income per share   $ 0.38     $ 0.13     $ 1.05     $ 0.27   There were no potentially dilutive common share equivalents excluded from the computation of diluted net income (loss) per share for the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, there were an immaterial number of potentially dilutive common share equivalents excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive. 11. Segment Information The Company’s Chief Operating Decision Maker (“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 unaudited condensed consolidated statements of operations as follows (in thousands): 23     For the Three Months Ended June 30, 2026     Pharmacy Solutions     Provider Services     Total Segments   Products revenue $ 3,407,173     $ —     $ 3,407,173   Services revenue   —       465,967       465,967   Cost of drugs   2,916,899       —       2,916,899   Cost of services   —       271,402       271,402   Other direct costs  (1)   192,093       —       192,093   Segment selling, general, and administrative expenses (2)   143,612       128,515       272,127   Segment depreciation and amortization expense  (3)   25,480       8,811       34,291   Segment EBITDA $ 180,049     $ 74,861     $ 254,910       For the Three Months Ended June 30, 2025     Pharmacy Solutions     Provider Services     Total Segments   Products revenue $ 2,790,101     $ —     $ 2,790,101   Services revenue   —       357,597       357,597   Cost of drugs   2,377,477       —       2,377,477   Cost of services   —       216,444       216,444   Other direct costs  (1)   178,925       —       178,925   Segment selling, general, and administrative expenses (2)   136,040       91,871       227,911   Segment depreciation and amortization expense  (3)   27,033       7,174       34,207   Segment EBITDA $ 124,692     $ 56,456     $ 181,148       For the Six Months Ended June 30, 2026     Pharmacy Solutions     Provider Services     Total Segments   Products revenue $ 6,578,522     $ —     $ 6,578,522   Services revenue   —       908,339       908,339   Cost of drugs   5,589,692       —       5,589,692   Cost of services   —       532,326       532,326   Other direct costs  (1)   389,875       —       389,875   Segment selling, general, and administrative expenses (2)   300,646       250,937       551,583   Segment depreciation and amortization expense  (3)   50,808       15,765       66,573   Segment EBITDA $ 349,117     $ 140,841     $ 489,958       For the Six Months Ended June 30, 2025     Pharmacy Solutions     Provider Services     Total Segments   Products revenue $ 5,322,272     $ —     $ 5,322,272   Services revenue   —       703,555       703,555   Cost of drugs   4,525,053       —       4,525,053   Cost of services   —       427,989       427,989   Other direct costs  (1)   359,564       —       359,564   Segment selling, general, and administrative expenses (2)   251,778       181,973       433,751   Segment depreciation and amortization expense  (3)   54,541       13,943       68,484   Segment EBITDA $ 240,418     $ 107,536     $ 347,954     (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 expense 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.   24     For the Three Months Ended     For the Six Months Ended       June 30,     June 30,     2026     2025     2026     2025   Reconciliation of income:                         Total Segment EBITDA   $ 254,910     $ 181,148     $ 489,958     $ 347,954   Segment depreciation and amortization     34,291       34,207       66,573       68,484   Expenses not allocated at segment level:                         Selling, general, and administrative expenses     83,096       90,752       157,601       165,987   Depreciation and amortization     7,132       7,632       13,944       14,187   Interest expense, net     36,879       38,778       75,494       80,541   Income tax expense     6,908       1,238       15,459       998   Net income from continuing operations   $ 86,604     $ 8,541     $ 160,887     $ 17,757     25   Ite m 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion analyzes our financial condition and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (our “Form 10-Q”). This discussion contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that characterize our business. Known material factors that could affect our financial performance and actual results, and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this discussion or otherwise made by our management, are described in Item 2 of Part I of this Form 10-Q, and in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Form 10-K”). Factors that could cause or contribute to such difference are not limited to those identified in “Risk Factors.” When used in the following discussion, “Senior” patients and populations mean individuals who are aged 65 and older, and “Specialty” patients and populations mean individuals who have unique, specialized and most often chronic/life-long health conditions and needs. Overview We are a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to medically complex patients. We have a differentiated approach to care delivery, with an integrated and scaled model that addresses critical services that the highest-need and highest-cost patients require. With a focus on Senior and Specialty patients, our platform provides pharmacy and provider services (both clinical and supportive care in nature) in lower-cost home and community settings largely to Medicare, Medicaid, and commercially-insured populations. We are an essential part of our nation’s health delivery network as a front-line provider of high-quality and cost-effective care to a large and growing number of people, who increasingly require a combination of specialized solutions to enable holistic health care management. Our presence spans all 50 states; we serve over 485,000 patients daily through our approximately 12,700 clinical providers and pharmacists; and our services make a profound impact in the lives and communities of the people we serve. Unless otherwise noted, amounts and disclosures throughout this Management’s Discussion and Analysis relate to our continuing operations. Refer to “PART I - Item 1. Note 2” of our Form 10-K for additional information regarding discontinued operations. For additional overview of our business, see “PART I - Item 1. Business” of our Form 10-K. Second Quarter of 2026 Key Highlights • $300.0 million paydown and concurrent modification of our First Lien Facility, including interest rate refinancings that resulted in interest savings • Completed an underwritten secondary offering of our common stock by affiliates Kohlberg Kravis Roberts & Co. L.P. and certain members of management in June 2026 • Repurchased 1,026,465 shares of common stock in connection with the June 2026 secondary offering • Company leverage of 2.15x at June 30, 2026 Financial Performance Highlights: Second Quarter of 2026 Compared to Second Quarter of 2025 • Revenue grew by $725.4 million, or 23.0%, to $3.9 billion • Pharmacy Solutions segment revenue grew by $617.1 million, or 22.1%, to $3.4 billion • Provider Services segment revenue grew by $108.4 million, or 30.3%, to $466.0 million • Net income increased by $78.1 million to $86.6 million • Adjusted EBITDA (1) increased by $63.0 million, or 44.2%, to $205.5 million • Pharmacy Solutions segment EBITDA increased by $55.4 million, or 44.4%, to $180.0 million • Provider Services segment EBITDA grew by $18.4 million, or 32.6%, to $74.9 million • Diluted EPS increased by $0.35 from $0.04 to $0.39 • Adjusted EPS (1) increased by $0.23 from $0.22 to $0.45 (1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled “Non-GAAP Financial Measures.” 26   Recent Developments   On May 28, 2026, the company used proceeds from the Community Living divestiture to repay $300.0 million of Tranche B-5 and established a new Tranche B-6 Term Loan of $2,214.9 million to refinance the remaining Tranche B-5 balance at SOFR plus 2.00% (or ABR plus 1.00%), maturing February 21, 2031. Additionally, borrowings of the Revolver bear interest at a rate equal to SOFR (with a floor of 0.00%) plus 2.00% for the Revolving Credit Loans or ABR (with a floor of 0.00%) plus 1.00% for the Swingline Loans. On June 6, 2026, KKR Stockholder and certain management selling stockholders completed a registered secondary public offering of 14,999,771 shares of the Company’s common stock (the “June 2026 Offering”). The Company did not sell any shares of common stock that were offered in the June 2026 Offering. Also, the Company did not receive any proceeds from the June 2026 Offering, other than proceeds received in connection with the cash exercise of stock options by the management selling stockholders in connection with the June 2026 Offering. In connection with the June 2026 Offering, the Company concurrently purchased from the underwriter, out of the aggregate of 14,999,771 shares of common stock that were the subject of the June 2026 Offering, 1,026,465 shares of common stock at a price of $58.453 per share, for a total purchase price of $60.0 million. The purchase price reflected a discount to the closing market price on the date of purchase. The repurchase was reviewed and approved by the Audit Committee of our Board of Directors. Our Service Offerings We are one of the largest independent providers of home and community-based health services in the United States, delivering both pharmacy and provider services. We believe our high-quality and complementary health services offerings address significant and important patient and stakeholder needs. We enhance patient outcomes through the delivery and coordination of high-quality services that high-need, high-cost patients require. Our services are principally delivered in patient-preferred and lower-cost settings and often over longer periods of time, given the chronic nature of the patient conditions that we address. We believe our breadth of service capabilities and proven outcomes position us as a provider of choice for patients, families, referral sources, customers, and payors. We deliver services through two reportable segments: Pharmacy Solutions and Provider Services. For additional details regarding our diversified service offerings within each reportable segment see “PART I - Item 1. Business” of our Form 10-K. The following table summarizes the revenues generated by each of our reportable segments:     For the Three Months Ended     For the Six Months Ended       June 30,     June 30,       2026     2025     2026     2025   ($ in millions)   Revenue     % of Revenue     Revenue     % of Revenue     Revenue     % of Revenue     Revenue     % of Revenue   Pharmacy Solutions   $ 3,407.1       88.0 %   $ 2,790.1       88.6 %   $ 6,578.5       87.9 %   $ 5,322.3       88.3 % Provider Services     466.0       12.0 %     357.6       11.4 %     908.4       12.1 %     703.5       11.7 % Consolidated BrightSpring   $ 3,873.1       100.0 %   $ 3,147.7       100.0 %   $ 7,486.9       100.0 %   $ 6,025.8       100.0 % Payor Mix We are characterized by payor diversification across our platform. Our payors are principally federal, state, and local governmental agencies, commercial insurance, private, and other payors. Additionally, our Medicaid payors can be further broken down across each individual state with our top 10 Medicaid states representing 7% and 6% of total Company revenue for the three and six months ended June 30, 2026 and 2025, respectively. We provide our services across all 50 states, Puerto Rico and Canada, with our top 10 states of operations comprising 53% and 52% of total Company revenues for the three and six months ended June 30, 2026, respectively, compared to 53% for the three and six months ended June 30, 2025. The federal, state, and local programs under which we operate are subject to legislative and budgetary changes that can influence reimbursement rates. The following tables summarize the percentage of revenue generated by each payor type for each of our service offerings and reportable segments:   27     For the Three Months Ended June 30, 2026     Commercial insurance     Medicaid     Medicare Part A     Medicare Part B     Medicare Part C     Medicare Part D     Private & other     Total   Specialty and Infusion Pharmacy     24.5 %     7.5 %     —       0.5 %     16.9 %     23.9 %     0.8 %     74.1 % Home and Community Pharmacy     2.7 %     1.3 %     3.5 %     —       0.0 %     5.8 %     0.6 %     13.9 % Pharmacy Solutions     27.2 %     8.8 %     3.5 %     0.5 %     16.9 %     29.7 %     1.4 %     88.0 % Home Health Care     0.4 %     0.2 %     4.5 %     0.3 %     1.6 %     —       0.2 %     7.2 % Rehab Care     1.0 %     0.6 %     —       0.0 %     0.1 %     —       0.4 %     2.1 % Personal Care     0.1 %     1.7 %     —       —       —       —       0.9 %     2.7 % Provider Services     1.5 %     2.5 %     4.5 %     0.3 %     1.7 %     —       1.5 %     12.0 % Consolidated BrightSpring     28.7 %     11.3 %     8.0 %     0.8 %     18.6 %     29.7 %     2.9 %     100.0 %     For the Three Months Ended June 30, 2025     Commercial insurance     Medicaid     Medicare Part A     Medicare Part B     Medicare Part C     Medicare Part D     Private & other     Total   Specialty and Infusion Pharmacy     20.9 %     6.5 %     —       0.6 %     17.7 %     23.3 %     1.0 %     70.0 % Home and Community Pharmacy     2.7 %     2.0 %     4.4 %     —       0.0 %     8.7 %     0.8 %     18.6 % Pharmacy Solutions     23.6 %     8.5 %     4.4 %     0.6 %     17.7 %     32.0 %     1.8 %     88.6 % Home Health Care     0.2 %     0.3 %     4.0 %     0.0 %     1.1 %     —       0.3 %     5.9 % Rehab Care     1.1 %     0.6 %     —       0.0 %     0.0 %     —       0.6 %     2.3 % Personal Care     0.1 %     1.9 %     —       —       —       —       1.2 %     3.2 % Provider Services     1.4 %     2.8 %     4.0 %     0.0 %     1.1 %     —       2.1 %     11.4 % Consolidated BrightSpring     25.0 %     11.3 %     8.4 %     0.6 %     18.8 %     32.0 %     3.9 %     100.0 %     For the Six Months Ended June 30, 2026     Commercial insurance     Medicaid     Medicare Part A     Medicare Part B     Medicare Part C     Medicare Part D     Private & other     Total   Specialty and Infusion Pharmacy     24.2 %     7.4 %     —       0.5 %     16.8 %     23.8 %     0.9 %     73.6 % Home and Community Pharmacy     2.7 %     1.3 %     3.7 %     —       0.0 %     5.9 %     0.7 %     14.3 % Pharmacy Solutions     26.9 %     8.7 %     3.7 %     0.5 %     16.8 %     29.7 %     1.6 %     87.9 % Home Health Care     0.4 %     0.2 %     4.6 %     0.2 %     1.7 %     —       0.2 %     7.3 % Rehab Care     1.0 %     0.6 %     —       0.0 %     0.1 %     —       0.4 %     2.1 % Personal Care     0.1 %     1.8 %     —       —       —       —       0.8 %     2.7 % Provider Services     1.5 %     2.6 %     4.6 %     0.2 %     1.8 %     —       1.4 %     12.1 % Consolidated BrightSpring     28.4 %     11.3 %     8.3 %     0.7 %     18.6 %     29.7 %     3.0 %     100.0 %     For the Six Months Ended June 30, 2025     Commercial insurance     Medicaid     Medicare Part A     Medicare Part B     Medicare Part C     Medicare Part D     Private & other     Total   Specialty and Infusion Pharmacy     20.8 %     6.4 %     —       0.6 %     17.3 %     22.9 %     0.9 %     68.9 % Home and Community Pharmacy     2.7 %     2.0 %     4.6 %     —       0.0 %     9.0 %     1.1 %     19.4 % Pharmacy Solutions     23.5 %     8.4 %     4.6 %     0.6 %     17.3 %     31.9 %     2.0 %     88.3 % Home Health Care     0.2 %     0.3 %     4.1 %     0.0 %     1.1 %     —       0.4 %     6.1 % Rehab Care     1.1 %     0.6 %     —       0.0 %     0.0 %     —       0.6 %     2.3 % Personal Care     0.1 %     2.0 %     —       —       —       —       1.2 %     3.3 % Provider Services     1.4 %     2.9 %     4.1 %     0.0 %     1.1 %     —       2.2 %     11.7 % Consolidated BrightSpring     24.9 %     11.3 %     8.7 %     0.6 %     18.4 %     31.9 %     4.2 %     100.0 %   See Note 3 of the unaudited condensed consolidated financial statements and related notes in this Form 10-Q for more information regarding revenue by payor type for each reportable segment for the three and six months ended June 30, 2026 and 2025. Trends and Other Factors Affecting Business Expansion of our Pharmacy Solutions We focus on providing health-dependent medications in a timely and well-supported manner to our patients receiving pharmacy solutions in their home and community-based settings. Our pharmacy services are primarily delivered directly to patients in their place of residence, home, or stay, and sometimes in a clinic setting. According to industry reports, pharmacy solutions delivered to and tailored for the home environment, such as home infusion services, oncology services, and daily medication management services in the home, will continue to grow faster than the overall and general pharmacy market. We have continued to expand our pharmacy capabilities to serve this need. We are a leading independent pharmacy provider in our respective pharmacy patient markets, and we expect to continue to increase our share, including home infusion patients, specialty oncology patients, behavioral patients, in-home Seniors, and hospice patients. 28   Continued Growth of our Provider Services Patient Populations We focus on delivering high-touch and coordinated services to medically complex Senior and Specialty patients in the home and community-based settings where they live. As the baby boomer population ages, Seniors, who comprise a significant majority of our patients, will represent a higher percentage of the overall population. Given the proven value proposition of home-based health services, we believe patients will increasingly seek treatment and referral sources and payors will increasingly support treatment in homes more often than in higher cost, less convenient, higher acuity institutional settings. The vast majority of patients we serve in our provider businesses are served in the home, and we have purposefully continued to expand our service offering and footprint to serve patients in this lower cost setting. Since 2019, we built upon supportive care services to patients, as we have meaningfully expanded our footprint of highly clinical and expert services to home health, rehabilitation, and hospice patients to address a large national healthcare need and more completely and better serve Senior and Specialty patients in the home as evidenced by continued census growth within the Provider Services segment. Our complementary services that address the multiple needs of these patient populations will increasingly provide integrated care opportunities to provide more complete and better coordinated services to patients across health settings and stages. Stable Reimbursement Environment Across our Portfolio of Businesses Our revenue is dependent upon our contracts and relationships with payors for our “must-serve” patient populations. We partner with a large and diverse set of payor groups nationally and in each of our markets, to form provider networks and to lower the overall cost of care. We structure our payor contracts to help both providers and payors achieve their objectives in a mutually aligned manner. Maintaining, supporting, and both deepening and increasing the number of these contracts and relationships, particularly as we continue to grow market share and enter new markets, is important for our long-term success. We have observed relatively stable reimbursement rates from government and commercial payors in our pharmacy and provider services over a number of years, particularly for services provided to high-need, medically complex populations. Due to the medical necessity of our services, which are lower cost than healthcare services provided in other settings and reduce ER, hospital and institutional facility utilization, we have a history of reimbursement stability. Culture of Quality and Compliance and Consistent Operations Execution Quality and compliance are central to our strategies and mission. We have demonstrated leading and excellent service and customer/patient/family satisfaction scores across the organization, as referenced in prior filings such as our Form 10-K. In addition to quality and compliance resources and programs in field operations, we invest in people, training, auditing, signature programs, accreditations, advocacy, and technologies to support quality, compliance, and safety as part of our “Quality First” framework. We have demonstrated consistently high and often leading marks for service levels, satisfaction scores, and quality metrics in our industries. Operational excellence is also an ongoing focus at the Company, including how we collect and share key metrics, hold operational reviews, audit, conduct training, deploy expert support resources, execute on corrective and preventative actions, and implement continuous improvement initiatives across the organization. We have continued to make investments in automation, data, and technology systems to support enhanced workflows, further scale, and future growth across service lines. Ability to Build De Novo Locations We have a proven ability to augment growth of existing operations by expanding our presence and opening new locations – in both of our reportable segments, Pharmacy Solutions and Provider Services – across geographies with consistent ramp-up in performance after site opening. We believe our platform can continue to build further scale nationally, adding density to additional and targeted key markets as a lever to facilitate maximum pharmacy and provider services overlap, integrated and value-based care, and growth. The Company’s geographic and operations scale, and platform of complementary segments and service lines, provides us with access to more de novo opportunities to consider and prioritize. We typically identify and open new locations within proximity of an existing location as we leverage existing market knowledge and presence to expand in target markets, regions, and states. Our internal support resources in real estate, purchasing, IT, credentialing, payor contracting, HR, and sales and marketing, along with our Project Management Office, help to support and manage de novo locations from start to opening. We expect to continue to selectively and strategically expand our footprint within the United States and extend our service offerings to our patients and for customers, referral sources, and payors. We believe de novo investments facilitate more integrated care capability and are a meaningful organic growth driver for the Company. Ability to Facilitate Integrated Care Our operating model consists of complementary pharmacy and provider services that high-need Senior and Specialty populations require, and it is designed to increasingly coordinate, manage, and serve patients across our various needs and settings over time, leading to improved patient, family, physician, and referral source satisfaction, improved payor experiences, and better 29   outcomes. Our performance and potential to drive increased service volume for increased patient and health outcomes impact is driven partly by our appeal with our patients, families, customers, referral sources, and payors to provide multiple integrated care services – either in the same setting at the same time or across settings and stages of health – within our collection of pharmacy solutions and provider services and differentiated overall capabilities. We provide multiple pharmacy and provider services to approximately 9,500 patients today, and we believe that there are substantially more opportunities to deliver more integrated care, given the hundreds of thousands of patients we serve and a similar number of patients discharging from customers annually. Value-add, beneficial, and multiple integrated care opportunities exist for our customer base and all Senior and Specialty patient populations not only across pharmacy and provider services, but also within each segment. Within pharmacy services, Continue CareRx is aimed at providing medication risk and therapy management continuously and longitudinally post discharge from hospitals and skilled nursing customers. Within provider services, patients often transition from home health to hospice services and can receive therapy and supportive care services concurrent with each other and with home health and hospice. Aligning to Value-Based Care Reimbursement Models with Innovative Solutions The scale and depth of our complimentary platform of diverse yet related customer and patient services – that complex patients require – positions us at the forefront with governmental and commercial payors who are increasingly seeking ways to expand value-based reimbursement models. Our high-quality services that are delivered in home and community-based and patient and family-preferred settings at lower comparable costs are well-positioned for the long term, and we continue to add wraparound care management capabilities and offerings to our core services. In addition to our large Medicare and Medicaid beneficiary populations, we have a large number of non-governmental payor contracts across the organization today, which both diversifies our payor mix, and provides for additional value-based opportunities and partnerships. The Company’s focused build out of its (i) Home-Based Primary Care, transitional care programs, and in-home medication therapy management, and (ii) Clinical (Nursing) Hub, are key enablers to coordinate base pharmacy and provider services and drive improved quality and lower costs for value-based care constructs. In addition to numerous payor contracts that feature reimbursement incentives, in the past year the Company has entered into several accountable care organization (“ACO”) arrangements to participate in shared savings from its attributed primary care patients and other ACO partnerships and contract as a preferred provider. Components of Results of Operations Revenues . 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. Cost of Goods and Cost of Services . We classify expenses directly related to providing goods and services, including depreciation and amortization, as cost of goods and cost of services. Direct costs and expenses principally include cost of drugs, net of rebates, 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 food, supplies and medicine, residential occupancy expenses, which primarily comprise rent and utilities, and other miscellaneous direct goods or service-related expenses. Selling, General, and Administrative Expenses . Selling, general, and administrative expenses consist of expenses incurred in support of our operations and administrative functions and include labor costs, such as salaries, bonuses, commissions, benefits, and travel-related expenses, distribution expenses, facilities rental costs, third-party revenue cycle management costs, and corporate support costs including finance, information technology, legal costs and settlements, human resources, procurement, and other administrative costs. Interest Expense, net . Interest expense, net includes the debt service costs associated with our various debt instruments, including our First Lien Facilities, and the amortization of related deferred financing fees, which are amortized over the term of the respective credit agreement. Interest expense, net also includes the portion of the gain or loss on our interest rate swap agreements that is reclassified into earnings. Income Tax Expense . Our provision for income taxes is based on permanent book/tax differences and statutory tax rates in the various jurisdictions in which we operate. Significant estimates and judgments are required in determining the provision for income taxes. 30   Results of Operations Consolidated Results of Operations Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 The following table sets forth, for the periods indicated, our consolidated results of operations.   ($ in thousands)   For the Three Months Ended June 30,                 Change     2026     2025     Amount     %   Revenues:                         Products   $ 3,407,173     $ 2,790,101     $ 617,072       22.1 % Services     465,967       357,597       108,370       30.3 % Total revenues     3,873,140       3,147,698       725,442       23.0 % Cost of goods     3,108,992       2,556,402       552,590       21.6 % Cost of services     271,402       216,444       54,958       25.4 % Gross profit     492,746       374,852       117,894       31.5 % Selling, general, and administrative expenses     362,355       326,295       36,060       11.1 % Operating income     130,391       48,557       81,834       168.5 % Interest expense, net     36,879       38,778       (1,899 )     (4.9 )% Income from continuing operations before income taxes     93,512       9,779       83,733     n.m.   Income tax expense     6,908       1,238       5,670     n.m.   Net income from continuing operations   $ 86,604     $ 8,541     $ 78,063     n.m.   Adjusted EBITDA (1)   $ 205,505     $ 142,517     $ 62,988       44.2 % * n.m.: not meaningful (1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled “Non-GAAP Financial Measures.” The following discussion of our results of operations should be read in conjunction with the foregoing table summarizing our consolidated results of operations. Revenues Revenues were $3,873.1 million for the three months ended June 30, 2026, as compared with $3,147.7 million for the three months ended June 30, 2025, an increase of $725.4 million or 23.0%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below. Cost of Goods Cost of goods was $3,109.0 million for the three months ended June 30, 2026, as compared with $2,556.4 million for the three months ended June 30, 2025, an increase of $552.6 million or 21.6%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below. Cost of Services Cost of services was $271.4 million for the three months ended June 30, 2026, as compared with $216.4 million for the three months ended June 30, 2025, an increase of $55.0 million or 25.4%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below. Selling, General, and Administrative Expenses Selling, general, and administrative expenses were $362.4 million for the three months ended June 30, 2026, as compared with $326.3 million for the three months ended June 30, 2025, an increase of $36.1 million or 11.1%. The increase primarily resulted from the following segment activity and factors: • an increase of $44.2 million, or 13.5%, on consolidated second quarter of 2025 selling, general, and administrative expenses, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; • an increase of $5.1 million, or 1.6%, on consolidated second quarter of 2025 selling, general, and administrative expenses, as a result of an increase in other operational expenses year-over-year; offset by, 31   • a decrease of $13.2 million, or 4.0%, on consolidated second quarter of 2025 selling, general, and administrative expenses, as a result of a decrease in acquisition, integration, and transaction-related costs year-over-year. Interest Expense, net Interest expense, net was $36.9 million for the three months ended June 30, 2026, as compared with $38.8 million for the three months ended June 30, 2025, a decrease of $1.9 million or 4.9%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the three months ended June 30, 2026 as compared to the prior period and lower outstanding term debt as compared to the prior period, and was partially offset by a $4.0 million decrease in interest income received related to cash flow hedges of interest rate risk. Income Tax Expense Income tax expense was $6.9 million for the three months ended June 30, 2026, as compared with $1.2 million for the three months ended June 30, 2025. The $5.7 million increase in the income tax expense is primarily driven by the increase in pre-tax book income for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, which was partially offset by a lower effective tax rate for the three months ended June 30, 2026 of 7.4% compared to 12.7% for the three months ended June 30, 2025. The lower effective tax rate was primarily driven by higher excess tax benefits recognized on share-based compensation awards during 2026. These favorable impacts were partially offset by limitations on the deductibility of certain executive compensation. Net Income Net income was $86.6 million for the three months ended June 30, 2026, as compared with $8.5 million for the three months ended June 30, 2025, an increase of $78.1 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, partially offset by an increase in selling, general, and administrative expenses and income tax expense. Adjusted EBITDA (1) Adjusted EBITDA was $205.5 million for the three months ended June 30, 2026, as compared with $142.5 million for the three months ended June 30, 2025, an increase of $63.0 million or 44.2%. The increase primarily resulted from the following segment activity and factors: • an increase of $73.8 million, or 51.8%, on consolidated second quarter of 2025 Adjusted EBITDA, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by • a decrease of $10.8 million, or 7.6%, on consolidated second quarter of 2025 Adjusted EBITDA, as a result of increases in certain public company costs incurred, investments in information technology, and positions to support growth within the business. (1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled “Non-GAAP Financial Measures.”   32   Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 The following table sets forth, for the periods indicated, our consolidated results of operations.   ($ in thousands)   For the Six Months Ended June 30,                 Change     2026     2025     Amount     %   Revenues:                         Products   $ 6,578,522     $ 5,322,272     $ 1,256,250       23.6 % Services     908,339       703,555       204,784       29.1 % Total revenues     7,486,861       6,025,827       1,461,034       24.2 % Cost of goods     5,979,567       4,884,617       1,094,950       22.4 % Cost of services     532,326       427,989       104,337       24.4 % Gross profit     974,968       713,221       261,747       36.7 % Selling, general, and administrative expenses     723,128       613,925       109,203       17.8 % Operating income     251,840       99,296       152,544       153.6 % Interest expense, net     75,494       80,541       (5,047 )     (6.3 )% Income from continuing operations before income taxes     176,346       18,755       157,591     n.m.   Income tax expense     15,459       998       14,461     n.m.   Net income from continuing operations   $ 160,887     $ 17,757     $ 143,130     n.m.   Adjusted EBITDA (1)   $ 395,266     $ 273,579     $ 121,687       44.5 %   * n.m.: not meaningful (1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled “Non-GAAP Financial Measures.” The following discussion of our results of operations should be read in conjunction with the foregoing table summarizing our consolidated results of operations. Revenues Revenues were $7,486.9 million for the six months ended June 30, 2026, as compared with $6,025.8 million for the six months ended June 30, 2025, an increase of $1,461.0 million or 24.2%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below. Cost of Goods Cost of goods was $5,979.6 million for the six months ended June 30, 2026, as compared with $4,884.6 million for the six months ended June 30, 2025, an increase of $1,095.0 million or 22.4%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below. Cost of Services Cost of services was $532.3 million for the six months ended June 30, 2026, as compared with $428.0 million for the six months ended June 30, 2025, an increase of $104.3 million or 24.4%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below. Selling, General, and Administrative Expenses Selling, general, and administrative expenses were $723.1 million for the six months ended June 30, 2026, as compared with $613.9 million for the six months ended June 30, 2025, an increase of $109.2 million or 17.8%. The increase primarily resulted from the following segment activity and factors: • an increase of $117.8 million, or 19.2%, on consolidated 2025 selling, general, and administrative expenses, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by, • a decrease of $8.6 million, or 1.4%, on consolidated 2025 selling, general, and administrative expenses, as a result of a decrease in other operational expenses year-over-year.   33   Interest Expense, net Interest expense, net was $75.5 million for the six months ended June 30, 2026, as compared with $80.5 million for the six months ended June 30, 2025, a decrease of $5.0 million or 6.3%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the six months ended June 30, 2026 as compared to the prior period and lower outstanding term debt as compared to the prior period, and was partially offset by a $7.8 million decrease in interest income received related to cash flow hedges of interest rate risk. Income Tax Expense Income tax expense was $15.5 million for the six months ended June 30, 2026, as compared with $1.0 million for the six months ended June 30, 2025. The $14.5 million increase in the income tax expense is primarily driven by the increase in pre-tax book income for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, and an increase in the effective tax rate for the six months ended June 30, 2026 of 8.8% compared to 5.3% for the six months ended June 30, 2025. The increase in the effective tax rate is primarily attributable to the comparatively favorable impact of year-to-date discrete tax benefits on pre-tax income in each respective period. These favorable impacts were partially offset by limitations on the deductibility of certain executive compensation. Excess tax benefits associated with share-based compensation are recorded as discrete tax items in the period in which the related awards vest or are exercised. Accordingly, the amount of such benefits may fluctuate significantly from period to period based on the Company’s stock price and employee vesting and exercise activity. Net Income Net income was $160.9 million for the six months ended June 30, 2026, as compared with $17.8 million for the six months ended June 30, 2025, an increase of $143.1 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, partially offset by an increase in selling, general, and administrative expenses and income tax expense. Adjusted EBITDA (1) Adjusted EBITDA was $395.3 million for the six months ended June 30, 2026, as compared with $273.6 million for the six months ended June 30, 2025, an increase of $121.7 million or 44.5%. The increase primarily resulted from the following segment activity and factors: • an increase of $142.0 million, or 51.9%, on consolidated 2025 Adjusted EBITDA, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by • a decrease of $20.3 million, or 7.4%, on consolidated 2025 Adjusted EBITDA, as a result of increases in certain public company costs incurred, investments in information technology, and positions to support growth within the business. (1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled “Non-GAAP Financial Measures.”   34   Segment Results of Operations Pharmacy Solutions Segment Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 The following table sets forth, for the periods indicated, our segment results of operations for Pharmacy Solutions.     Pharmacy Solutions   ($ in thousands, except Business Metrics)   For the Three Months Ended                   June 30,     Change     2026     2025     Amount     %   Revenues   $ 3,407,173     $ 2,790,101     $ 617,072       22.1 % Cost of goods     3,108,992       2,556,402       552,590       21.6 % Gross profit     298,181       233,699       64,482       27.6 % Selling, general, and administrative expenses     143,612       136,040       7,572       5.6 % Segment operating income   $ 154,569     $ 97,659     $ 56,910       58.3 % Segment EBITDA   $ 180,049     $ 124,692     $ 55,357       44.4 %                         Business Metrics:                         Prescriptions dispensed     10,844,038       10,851,773       (7,735 )     (0.1 )% Revenue per script   $ 314.20     $ 257.11     $ 57.09       22.2 % Gross profit per script   $ 27.50     $ 21.54     $ 5.96       27.7 % The following discussion of our Pharmacy Solutions segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations. Revenues Revenues were $3,407.1 million for the three months ended June 30, 2026, as compared with $2,790.1 million for the three months ended June 30, 2025, an increase of $617.1 million or 22.1%. The increase primarily resulted from volume growth in prescriptions dispensed within Specialty and Infusion Pharmacy partially offset by a decline in prescriptions dispensed within Home and Community Pharmacy. Revenues attributable to Specialty and Infusion Pharmacy were $2,867.5 million for the three months ended June 30, 2026, as compared with $2,203.4 million for the three months ended June 30, 2025, an increase of $664.1 million or 30.1% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $539.6 million for the three months ended June 30, 2026, as compared with $586.7 million for the three months ended June 30, 2025, a decrease of $47.1 million or 8.0%, primarily attributable to impacts from the Inflation Reduction Act, which has resulted in significant reductions in federal healthcare spending, including through mandatory Medicare drug price negotiations and rebates, and statutory caps on negotiated prices. The increase in revenue per prescription dispensed is due to mix changes year-over-year and a greater relative increase in volume growth in certain specialty brand drugs, which carry a higher revenue per prescription dispensed. Cost of Goods Cost of goods was $3,109.0 million for the three months ended June 30, 2026, as compared with $2,556.4 million for the three months ended June 30, 2025, an increase of $552.6 million or 21.6%. The increase primarily resulted from the aforementioned revenue growth in the period as well as an increase in cost per prescription dispensed as a result of mix shift. Gross profit was $298.2 million for the three months ended June 30, 2026, as compared with $233.7 million for the three months ended June 30, 2025, an increase of $64.5 million or 27.6%. The increase primarily resulted from the aforementioned revenue growth in the period, primarily the result of outsized volume growth as well as mix in certain specialty branded drugs, which have lower margins. Gross profit margin for the three months ended June 30, 2026 was 8.8% compared to 8.4% for the three months ended June 30, 2025. The increase in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Specialty and Infusion Pharmacy, along with product-level mix shifts and rate changes, partially offset by an increase in the fulfillment cost per script in Home and Community Pharmacy.   35   Selling, General, and Administrative Expenses Selling, general, and administrative expenses were $143.6 million for the three months ended June 30, 2026, as compared with $136.0 million for the three months ended June 30, 2025, an increase of $7.6 million or 5.6%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. Segment EBITDA Segment EBITDA was $180.0 million for the three months ended June 30, 2026, as compared with $124.7 million for the three months ended June 30, 2025, an increase of $55.4 million or 44.4%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. See Note 11 “Segment Information” to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 The following table sets forth, for the periods indicated, our segment results of operations for Pharmacy Solutions.     Pharmacy Solutions   ($ in thousands, except Business Metrics)   For the Six Months Ended                   June 30,     Change     2026     2025     Amount     %   Revenues   $ 6,578,522     $ 5,322,272     $ 1,256,250       23.6 % Cost of goods     5,979,567       4,884,617       1,094,950       22.4 % Gross profit     598,955       437,655       161,300       36.9 % Selling, general, and administrative expenses     300,646       251,778       48,868       19.4 % Segment operating income   $ 298,309     $ 185,877     $ 112,432       60.5 % Segment EBITDA   $ 349,117     $ 240,418     $ 108,699       45.2 %                         Business Metrics:                         Prescriptions dispensed     21,573,914       21,729,067       (155,153 )     (0.7 )% Revenue per script   $ 304.93     $ 244.94     $ 59.99       24.5 % Gross profit per script   $ 27.76     $ 20.14     $ 7.62       37.8 % The following discussion of our Pharmacy Solutions segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations. Revenues Revenues were $6,578.5 million for the six months ended June 30, 2026, as compared with $5,322.3 million for the six months ended June 30, 2025, an increase of $1,256.3 million or 23.6%. The increase primarily resulted from volume growth in prescriptions dispensed within Specialty and Infusion Pharmacy partially offset by a decline in prescriptions dispensed within Home and Community Pharmacy. Revenues attributable to Specialty and Infusion Pharmacy were $5,511.8 million for the six months ended June 30, 2026, as compared with $4,154.9 million for the six months ended June 30, 2025, an increase of $1,356.9 million or 32.7% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $1,066.7 million for the six months ended June 30, 2026, as compared with $1,167.4 million for the six months ended June 30, 2025, a decrease of $100.7 million or 8.6%, primarily attributable to impacts from the Inflation Reduction Act, which has resulted in significant reductions in federal healthcare spending, including through mandatory Medicare drug price negotiations and rebates, and statutory caps on negotiated prices. The increase in revenue per prescription dispensed is due to mix changes year-over-year and a greater relative increase in volume growth in certain specialty brand drugs, which carry a higher revenue per prescription dispensed. Cost of Goods Cost of goods was $5,979.6 million for the six months ended June 30, 2026, as compared with $4,884.6 million for the six months ended June 30, 2025, an increase of $1,095.0 million or 22.4%. The increase primarily resulted from the aforementioned revenue growth in the period as well as an increase in cost per prescription dispensed as a result of mix shift. Gross profit was $599.0 million for the six months ended June 30, 2026, as compared with $437.7 million for the six months ended June 30, 2025, an increase of $161.3 million or 36.9%. The increase primarily resulted from the aforementioned revenue growth 36   in the period, primarily the result of outsized volume growth as well as mix in certain specialty branded drugs, which have lower margins. Gross profit margin for the six months ended June 30, 2026 was 9.1% compared to 8.2% for the six months ended June 30, 2025. The increase in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Specialty and Infusion Pharmacy, along with product-level mix shifts and rate changes, partially offset by an increase in the fulfillment cost per script in Home and Community Pharmacy. Selling, General, and Administrative Expenses Selling, general, and administrative expenses were $300.6 million for the six months ended June 30, 2026, as compared with $251.8 million for the six months ended June 30, 2025, an increase of $48.9 million or 19.4%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. Segment EBITDA Segment EBITDA was $349.1 million for the six months ended June 30, 2026, as compared with $240.4 million for the six months ended June 30, 2025, an increase of $108.7 million or 45.2%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. See Note 11 “Segment Information” to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion. Provider Services Segment Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 The following table sets forth, for the years indicated, our segment results of operations for Provider Services.     Provider Services   ($ in thousands, except Business Metrics)   For the Three Months Ended                   June 30,     Change     2026     2025     Amount     %   Revenues   $ 465,967     $ 357,597     $ 108,370       30.3 % Cost of services     271,402       216,444       54,958       25.4 % Gross profit     194,565       141,153       53,412       37.8 % Selling, general, and administrative expenses     128,515       91,871       36,644       39.9 % Segment operating income   $ 66,050     $ 49,282     $ 16,768       34.0 % Segment EBITDA   $ 74,861     $ 56,456     $ 18,405       32.6 %                         Business Metrics:                         Home Health Care average daily census     46,448       30,085       16,363       54.4 % Rehab Care persons served     7,755       7,119       636       8.9 % Personal Care persons served     16,357       16,138       219       1.4 % The following discussion of our Provider Services segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations. Revenues Revenues were $466.0 million for the three months ended June 30, 2026, as compared with $357.6 million for the three months ended June 30, 2025, an increase of $108.4 million or 30.3%. The increase primarily resulted from the following segment activity and factors: • a $77.9 million, or 21.8%, increase from the Amedisys and LHC Branches acquisition; and • a $30.5 million, or 8.5%, increase primarily from volume growth as well as rate increases received during the period. Revenues attributable to Home Health Care were $277.6 million for the three months ended June 30, 2026, as compared with $184.5 million for the three months ended June 30, 2025, an increase of $93.1 million or 50.5%. Revenues attributable to Rehab Care were $81.9 million for the three months ended June 30, 2026, as compared with $73.2 million for the three months ended June 30, 2025, an increase of $8.7 million or 11.9%. Revenues attributable to Personal Care were $106.5 million for the three months ended June 30, 2026, as compared with $99.9 million for the three months ended June 30, 2025, an increase of $6.6 million or 6.6%. 37   Cost of Services Cost of services was $271.4 million for the three months ended June 30, 2026, as compared with $216.4 million for the three months ended June 30, 2025, an increase of $55.0 million or 25.4%. The increase primarily resulted from the aforementioned revenue growth. Gross profit was $194.6 million for the three months ended June 30, 2026, as compared with $141.2 million for the three months ended June 30, 2025, an increase of $53.4 million or 37.8%. The increase primarily resulted from the aforementioned revenue growth and costs of services improvements in the period. Selling, General, and Administrative Expenses Selling, general, and administrative expenses were $128.5 million for the three months ended June 30, 2026, as compared with $91.9 million for the three months ended June 30, 2025, an increase of $36.6 million or 39.9%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. Segment EBITDA Segment EBITDA was $74.9 million for the three months ended June 30, 2026, as compared with $56.5 million for the three months ended June 30, 2025, an increase of $18.4 million or 32.6%. The increase primarily resulted from the aforementioned revenue growth. See Note 11 “Segment Information" to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 The following table sets forth, for the years indicated, our segment results of operations for Provider Services.     Provider Services   ($ in thousands, except Business Metrics)   For the Six Months Ended                   June 30,     Change     2026     2025     Amount     %   Revenues   $ 908,339     $ 703,555     $ 204,784       29.1 % Cost of services     532,326       427,989       104,337       24.4 % Gross profit     376,013       275,566       100,447       36.5 % Selling, general, and administrative expenses     250,937       181,973       68,964       37.9 % Segment operating income   $ 125,076     $ 93,593     $ 31,483       33.6 % Segment EBITDA   $ 140,841     $ 107,536     $ 33,305       31.0 %                         Business Metrics:                         Home Health Care average daily census     46,258       30,163       16,095       53.4 % Rehab Care persons served     7,688       6,909       779       11.3 % Personal Care persons served     16,219       16,001       218       1.4 % The following discussion of our Provider Services segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations. Revenues Revenues were $908.4 million for the six months ended June 30, 2026, as compared with $703.5 million for the six months ended June 30, 2025, an increase of $204.8 million or 29.1%. The increase primarily resulted from the following segment activity and factors: • a $156.4 million, or 22.2%, increase from the Amedisys and LHC Branches acquisition; and • a $48.4 million, or 6.9%, increase primarily from volume growth as well as rate increases received during the period. Revenues attributable to Home Health Care were $543.3 million for the six months ended June 30, 2026, as compared with $362.9 million for the six months ended June 30, 2025, an increase of $180.4 million or 49.7%. Revenues attributable to Rehab Care were $156.7 million for the six months ended June 30, 2026, as compared with $143.0 million for the six months ended June 30, 2025, an increase of $13.7 million or 9.6%. Revenues attributable to Personal Care were $208.4 million for the six months ended June 30, 2026, as compared with $197.6 million for the six months ended June 30, 2025, an increase of $10.8 million or 5.5%. 38   Cost of Services Cost of services was $532.3 million for the six months ended June 30, 2026, as compared with $428.0 million for the six months ended June 30, 2025, an increase of $104.3 million or 24.4%. The increase primarily resulted from the aforementioned revenue growth. Gross profit was $376.0 million for the six months ended June 30, 2026, as compared with $275.6 million for the six months ended June 30, 2025, an increase of $100.4 million or 36.5%. The increase primarily resulted from the aforementioned revenue growth and costs of services improvements in the period. Selling, General, and Administrative Expenses Selling, general, and administrative expenses were $250.9 million for the six months ended June 30, 2026, as compared with $182.0 million for the three months ended June 30, 2025, an increase of $69.0 million or 37.9%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. Segment EBITDA Segment EBITDA was $140.8 million for the six months ended June 30, 2026, as compared with $107.5 million for the six months ended June 30, 2025, an increase of $33.3 million or 31.0%. The increase primarily resulted from the aforementioned revenue growth. See Note 11 “Segment Information" to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.   Non-GAAP Financial Measures In addition to our results of operations prepared in accordance with U.S. GAAP, which we have discussed above, we also evaluate our financial performance using EBITDA, Adjusted EBITDA, and Adjusted EPS. These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with U.S. GAAP, such as net income and diluted EPS. Rather, we present EBITDA, Adjusted EBITDA, and Adjusted EPS as supplemental measures of our performance. EBITDA, Adjusted EBITDA, and Adjusted EPS The following are key financial metrics and, when used in conjunction with U.S. GAAP measures, we believe they provide useful information for evaluating our core business performance, enable comparison of financial results across periods, and allow for greater transparency with respect to key metrics used by management for financial and operational decision-making. We define EBITDA as net income before income tax expense, interest expense, net, and depreciation and amortization. Adjusted EBITDA and Adjusted EPS exclude certain other items that are either non-recurring, infrequent, non-cash, unusual, or items deemed by management to not be indicative of the performance of our core operations, including non-cash, share-based compensation; acquisition, integration, and transaction-related costs; and restructuring and divestiture-related and other costs. In determining which adjustments are made to arrive at Adjusted EBITDA and Adjusted EPS, management considers both (1) certain non-recurring, infrequent, non-cash, or unusual items, which can vary significantly from year to year, as well as (2) certain other items that may be recurring, frequent, or settled in cash but which management does not believe are indicative of our core operating performance. The financial measure calculated under U.S. GAAP which is most directly comparable to Adjusted EBITDA is net income. The financial measure calculated under U.S. GAAP which is most directly comparable to Adjusted EPS is diluted EPS. We have historically incurred substantial acquisition, integration, and transaction-related costs. The underlying acquisition activities take place over a defined timeframe, have distinct project timelines, and are incremental to activities and costs that arise in the ordinary course of our business. Therefore, we have excluded these costs from our Adjusted EBITDA and Adjusted EPS because it provides management a normalized view of our core, ongoing operations after integrating our acquired companies. EBITDA, Adjusted EBITDA, and Adjusted EPS are not measures of financial performance under U.S. GAAP and should be considered in addition to, and not as a substitute for, net income, diluted EPS or other financial measures calculated in accordance with U.S. GAAP. Our method of determining non-GAAP financial measures may differ from other companies’ financial measures and therefore may not be comparable to methods used by other companies. Given our determination of adjustments in arriving at our computations of EBITDA, Adjusted EBITDA and Adjusted EPS, these non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as substitutes or alternatives to net income or loss, operating income or loss, earnings or loss per diluted share, cash flows from operating activities, total indebtedness, or any other financial measures calculated in accordance with U.S. GAAP. The following table reconciles net income from continuing operations to EBITDA and Adjusted EBITDA:   39   ($ in thousands)   For the Three Months Ended     For the Six Months Ended       June 30,     June 30,     2026     2025     2026     2025   Net income from continuing operations   $ 86,604     $ 8,541     $ 160,887     $ 17,757   Income tax expense     6,908       1,238       15,459       998   Interest expense, net     36,879       38,778       75,494       80,541   Depreciation and amortization     41,423       41,839       80,517       82,671   EBITDA   $ 171,814     $ 90,396     $ 332,357     $ 181,967   Non-cash share-based compensation (1)     19,488       19,508       32,604       31,982   Acquisition, integration, and transaction-related costs (2)     6,630       19,828       12,730       29,349   Restructuring and divestiture-related and other costs (3)     7,573       12,785       17,575       30,281   Total adjustments   $ 33,691     $ 52,121     $ 62,909     $ 91,612   Adjusted EBITDA   $ 205,505     $ 142,517     $ 395,266     $ 273,579     (1) Represents non-cash share-based compensation to certain members of our management and full-time employees. (2) Represents transaction costs incurred in connection with planned, completed, or terminated acquisitions, which include investment banking fees, legal diligence and related documentation costs, finance and accounting diligence and documentation; costs associated with the integration of acquisitions, including any facility consolidation, integration travel, or severance; and costs associated with other planned, completed, or terminated non-routine transactions. (3) Represents costs associated with restructuring-related activities, including closure, and related license impairment, and severance expenses associated with certain enterprise-wide or significant business line cost-savings measures. The following table reconciles diluted EPS to Adjusted EPS:   (shares in thousands)   For the Three Months Ended     For the Six Months Ended       June 30,     June 30,     2026     2025     2026     2025   Diluted EPS   $ 0.39     $ 0.04     $ 0.73     $ 0.09   Non-cash share-based compensation (1)     0.09       0.09       0.15       0.15   Acquisition, integration, and transaction-related costs (1)     0.03       0.09       0.06       0.14   Restructuring and divestiture-related and other costs (1)     0.03       0.06       0.08       0.14   Income tax impact on adjustments (2)     (0.09 )     (0.06 )     (0.19 )     (0.10 ) Adjusted EPS   $ 0.45     $ 0.22     $ 0.83     $ 0.42                           Weighted average common shares outstanding used in calculating      diluted U.S. GAAP net income per share     220,276       216,336       221,191       214,963   Weighted average common shares outstanding used in calculating      diluted Non-GAAP income per share     220,276       216,336       221,191       214,963   (1) This adjustment reflects the per share impact of the adjustment reflected within the definition of Adjusted EBITDA. (2) The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate for the respective non-GAAP adjustment. For all periods presented, the income tax impact on adjustments is inclusive of a discrete tax benefit related to share-based compensation. Liquidity and Capital Resources Our principal sources of cash have historically been from operating activities. Our principal source of liquidity in excess of cash from operating activities has historically been from proceeds from our debt facilities and issuances of common stock. Our principal uses of cash and liquidity have historically been for acquisitions, debt service requirements, and financing of working capital. We believe that our operating cash flows, available cash on hand, and availability under our Revolving Credit Facility and the LC Facility will be sufficient to meet our cash requirements for the next twelve months and beyond. Our cash flows are primarily provided by the continuing operations of the Company. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing, and structure of any future acquisitions, future capital investments, and future results of operations. We cannot assure you that cash provided by operating activities or cash and cash equivalents will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that 40   indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. We evaluate our liquidity based upon the availability we have under our First Lien Facilities in addition to the net cash provided by (used in) operating, investing, and financing activities. Specifically, we review the activity under the Revolving Credit Facility and the LC Facility and consider period end balances outstanding under the Revolving Credit Facility and the LC Facility. Based upon the outstanding borrowings and letters of credit under the Revolving Credit Facility and the LC Facility, we calculate the availability for incremental borrowings under the Revolving Credit Facility and the LC Facility. Such amount, in addition to cash on our balance sheet, is what we consider to be our “Total Liquidity.” The following table provides a calculation of our Total Liquidity:   ($ in thousands)   For the Six Months Ended June 30,     For the Year Ended December 31,       2026     2025   Revolving Credit Facility Rollforward             Beginning Revolving Credit Facility balance   $ —     $ 63,300   Repayments of the Revolving Credit Facility, net     —       (63,300 ) Ending Revolving Credit Facility balance   $ —     $ —   Calculation of Revolving Credit Facility and LC Facility availability             Revolving Credit Facility and LC Facility limit   $ 540,000     $ 540,000   Less: outstanding Revolving Credit Facility balance     —       —   Less: outstanding letters of credit subject to LC Sublimit     —       —   Less: outstanding letters of credit under the LC Facility     63,909       62,790   End of period Revolving Credit Facility and LC Facility availability     476,091       477,210   End of period cash balance     550,381       88,370   Total Liquidity, end of period   $ 1,026,472     $ 565,580   Cash Flow Activity The activity discussed in this section relates to our consolidated company results and includes the impacts of discontinued operations. Six Months Ended June 30, 2026 and 2025 The following table sets forth a summary of our cash flows provided by (used in) operating, investing, and financing activities for the periods presented:   ($ in thousands)   For the Six Months Ended June 30,       2026     2025     Variance   Net cash provided by operating activities   $ 166,859     $ 150,674     $ 16,185   Net cash provided by (used in) investing activities   $ 719,195     $ (47,434 )   $ 766,629   Net cash used in financing activities   $ (424,150 )   $ (94,261 )   $ (329,889 ) Operating Activities Net cash provided by operating activities was $166.9 million for the six months ended June 30, 2026, compared to $150.7 million for the six months ended June 30, 2025. The change was primarily due to the following: • a $152.5 million increase in operating income from continuing operations in 2026 as compared to 2025; • a $20.6 million decrease in cash outflows for interest, net primarily as a result of a reduction in the variable-rate and applicable margin on our outstanding term debt, and refinancing of our First Lien in the second fiscal quarter of 2026; offset by • a $143.7 million increase in cash outflows for income taxes, which includes $97.0 million of taxes paid as a result of the Community Living divestiture; and • a $17.0 million increase in transaction costs related to the closing of the Community Living divestiture in the first fiscal quarter of 2026. 41   Investing Activities Net cash provided by (used in) investing activities increased by $766.6 million, from a cash outflow of $47.4 million in the six months ended June 30, 2025 to a cash inflow of $719.2 million in the six months ended June 30, 2026. The increase was primarily due to proceeds from the sale of our Community Living business of $810.9 million, offset by a $35.4 million decrease in cash paid for acquisitions in 2026 compared to 2025. Financing Activities Net cash used in financing activities was $424.2 million for the six months ended June 30, 2026, primarily attributable to repayments on our long-term debt of $320.5 million, repurchase of shares of common stock of $120.0 million in connection with the March and June 2026 secondary offerings, and payment of finance lease obligations of $5.8 million, offset by the net proceeds from share-based compensation and settlement of equity awards of $25.8 million and other financing activities. Net cash used in financing activities was $94.3 million for the six months ended June 30, 2025, primarily attributable to repayments on our long-term debt of $23.7 million, net repayments on our Revolving Credit Facility of $63.3 million, payment of financing lease obligations of $6.7 million, and other financing activities. Debt We typically incur debt to finance mergers and acquisitions, and we borrow under our Revolving Credit Facility for working capital purposes, as well as to finance acquisitions, as needed. Below is a summary of our long-term indebtedness as of June 30, 2026 and December 31, 2025. First Lien Credit Agreement On March 5, 2019, the Company entered into the First Lien Credit Agreement, 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 the Administrative Agent and Collateral Agent (the “First Lien Credit Agreement”). On December 11, 2024 we amended the First Lien to refinance the outstanding principal by establishing Tranche B-5 in an aggregate principal amount of $2,553.2 million at a rate equal to SOFR plus 2.50% or ABR plus 1.50% with a maturity date of February 21, 2031. On May 28, 2026, we used a portion of the net proceeds received from the Community Living divestiture to repay $300.0 million of the borrowing under Tranche B-5, and amended the First Lien to establish a new Tranche B-6 Term Loan (“Tranche B-6”) in an aggregate principal amount of $2,214.9 million. The proceeds from Tranche B-6 borrowings were used to refinance the equivalent amount of the remaining Tranche B-5, after the aforementioned debt paydown, at a rate equal to SOFR plus 2.00% or ABR plus 1.00% with a maturity date of February 21, 2031. The transaction was accounted for as a debt modification. Principal payments are due on the last business day of each quarter, which will commence in the third fiscal quarter of 2026 and equate to 0.25% of the principal at issuance, with a balloon payment due February 21, 2031. For additional information about our First Lien Credit Agreement, see Note 6 of the unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q. The First Lien Credit Agreement described above 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, under the Revolving Credit Facility, the Company will not permit the consolidated first lien secured debt to consolidated EBITDA (as defined in the First Lien Credit Agreement) ratio 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 loans exceed 35% of the total revolving credit commitments. We were in compliance with all applicable financial covenants as of June 30, 2026 and December 31, 2025. Revolving Credit Facility In connection with the First Lien debt modification on May 28, 2026, borrowings of the Revolver bear interest at a rate equal to SOFR (with a floor of 0.00%) plus 2.00% for the Revolving Credit Loans or ABR (with a floor of 0.00%) plus 1.00% for the Swingline Loans. Prior to the debt modification, borrowings bore interest at a rate equal to SOFR (with a floor of 0.00%) plus 2.75% for the Revolving Credit Loans and ABR (with a floor of 0.00%) plus 1.75% for the Swingline Loans. The total borrowing capacity under the Revolving Credit Facility included in the First Lien Credit Agreement (the “Revolver”) was $475.0 million as of June 30, 2026 and December 31, 2025. As of June 30, 2026 and 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. 42   The First Lien Credit Agreement provides for an additional $65.0 million of letter of credit commitments, or the LC Facility, which are not subject to the LC Sublimit. As of June 30, 2026, there were $63.9 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $1.1 million. As of December 31, 2025, there were $62.8 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $2.2 million. For additional information about our Revolving Credit Facility and LC Facility, see Note 6 of the unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q. Interest Rate Swap Agreements To manage fluctuations in cash flows resulting from changes in the variable interest rates, the Company entered into receive-variable, pay-fixed interest rate swap agreements. For the six months ended June 30, 2026 and the year ended December 31, 2025, interest expense, net includes interest income received related to cash flow hedges of interest rate risk of $1.0 million and $15.2 million, respectively. Refer to Note 6 within our unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q for further discussion. Tangible Equity Units Concurrently with the IPO, we issued 8,000,000 Tangible Equity Units (“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. The Company will pay equal quarterly cash installments of $0.8438 per Amortizing Note on February 1, May 1, August 1 and November 1, commencing on May 1, 2024, except for the May 1, 2024 installment payment, which was $0.8531 per Amortizing Note, with a final installment payment date of February 1, 2027. In the aggregate, the annual quarterly cash installments will be equivalent of 6.75% per year. Each installment payment constitutes a payment of interest and a partial repayment of principal. Each TEU may be separated by a holder into its constituent Purchase Contract and Amortizing Note. Refer to Note 7 within our unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q for further discussion. The table below summarizes the total outstanding debt of the Company:   ($ in thousands)   Rate     Long-term obligation and note payable     Interest Expense       June 30, 2026     December 31, 2025     June 30, 2026     December 31, 2025     Six Months Ended June 30, 2026     Fiscal Year 2025   First Lien Incremental Term Loan    Tranche B-6 - payable to lenders at    SOFR plus applicable margin     5.62 %     —     $ 2,214,872     $ —     $ 11,758     $ —   First Lien Incremental Term Loan    Tranche B-5 - payable to lenders at    SOFR plus applicable margin     —       6.22 %     —       2,521,255       63,091       146,482   Revolving Credit Loans - payable to     lenders at SOFR plus applicable     margin     5.62 %     6.47 %     —       —       —       —   Swingline/Base Rate - payable to     lenders at ABR plus applicable     margin     7.75 %     8.50 %     —       —       2,476       6,996   Amortizing Notes                 19,278       31,360       1,219       4,183   Notes payable and other                 15,103       17,129       434       886   Amortization of deferred financing     costs and other, net of interest     income from cash flow hedges                 —       —       (3,484 )     (1,236 ) Total debt               $ 2,249,253     $ 2,569,744     $ 75,494     $ 157,311   Less: debt issuance costs, net                 58,493       62,200               Total debt, net of debt issuance costs                 2,190,760       2,507,544               Less: current portion of long-term debt                 41,445       52,340               Total long-term debt, net of current     portion               $ 2,149,315     $ 2,455,204               Our Company leverage, as calculated under our First Lien Credit Agreement, was 2.15x and 2.99x at June 30, 2026 and December 31, 2025, respectively. The results of the Community Living business are excluded from the calculation for June 30, 2026 since the Company divested the Community Living business prior to the end of the period. The results of the Community Living business are included in the calculation for December 31, 2025 pursuant to the terms of our First Lien Credit Agreement. 43   Critical Accounting Policies and Use of Estimates In preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP, we must use estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures and the reported amounts of revenue and expenses. In general, our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates. We consider our critical accounting policies and estimates to be those that involve significant judgments and uncertainties and may potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies and estimates from those disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, which are hereby incorporated by reference. Ite m 3. Quantitative and Qualitative Disclosures About Market Risk. Impact of Inflation Wages and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. The impact of inflation on the Company is primarily in the area of labor costs. The healthcare industry is labor intensive. There can be no guarantee we will not experience increases in the cost of labor, particularly given the shortage of qualified caregivers in our markets, and since the demand for homecare services is expected to grow. In addition, increases in healthcare costs are typically higher than inflation and impact our costs under our employee benefit plans. Managing these costs remains a significant challenge and priority for us. While we believe the effects of inflation, if any, and labor shortages on our results of operations and financial condition have not been significant, there can be no guarantee we will not experience the effect of inflation in the future. In addition, suppliers pass along rising costs to us in the form of higher prices, which impacts us primarily in the area of pharmaceutical drug costs in our Pharmacy Solutions segment. Changes in costs of drugs can be accompanied by a change in rate that we pass along to our customers. Additionally, our supply chain efforts have enabled us to effectively manage and mitigate any inflationary impacts in our supply chain over recent years. However, we cannot predict our ability to cover future cost increases. We have little or no ability to pass on certain of these increased costs associated with providing services to Medicare and Medicaid patients due to federal and state laws that establish fixed reimbursement rates. Interest Rate Risk The Company is exposed to interest rate risk related to changes in interest rates for borrowings under our First Lien Facilities. Although we hedge a portion of our interest rate risk through interest rate swaps, any borrowings under our First Lien Facility in excess of the notional amount of the swaps will be subject to variable interest rates. By using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk due to the possible failure of the counterparty to perform under the terms of the derivative contract. As of June 30, 2026, our debt outstanding was $2.2 billion and we had interest rate swaps with a combined notional value of $1.5 billion that were designated as cash flow hedges of interest rate risk. A hypothetical 1% increase in interest rates would decrease our net income and our cash flows by $7.1 million on an annual basis based upon our borrowing level at June 30, 2026. The market risks associated with our debt obligations as of June 30, 2026 have not changed from those reported in “Part II. Item 7A. Quantitative and Qualitative Disclosure About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025. See Note 6 within the unaudited condensed consolidated financial statements and related notes, included elsewhere in the Quarterly Report on Form 10-Q. Ite m 4. Controls and Procedures. Disclosure Controls and Procedures Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective. 44   Changes in Internal Control Over Financial Reporting There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 45   PART II—OTHE R INFORMATION Ite m 1. Legal Proceedings. From time to time, we are involved in various legal and/or administrative proceedings and subject to claims that arise in the ordinary course of business. 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 in our consolidated financial statements, will have a material adverse effect on our business, financial condition, or results of operations. It is reasonably possible that an adverse determination might have an impact on a particular period. Regardless of the outcome, litigation has the potential to have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Ite m 1A. Risk Factors. There have been no material changes to the risk factors affecting our business, financial condition, or results of operations from those set forth under the heading “Summary Risk Factors” or in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations. Ite m 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Ite m 3. Defaults Upon Senior Securities. None. Ite m 4. Mine Safety Disclosures. Not applicable. Ite m 5. Other Information. Security Trading Plans of Directors and Executive Officers On June 16, 2026 , Scott Greenwell , Executive Vice President and President , PharMerica, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act (the “Rule 10b5-1 Plan”). The Rule 10b5-1 Plan provides for the sale, subject to certain price limits, of up to 11,973 shares of the Company’s common stock. The Rule 10b5-1 Plan has a trading effective date of September 14, 2026 , and no sales are permitted to occur before this date. The Rule 10b5-1 Plan will terminate on September 14, 2026 , unless terminated earlier pursuant to the terms of the Rule 10b5-1 Plan. If all shares are sold pursuant to the Rule 10b5-1 Plan, Mr. Greenwell will continue to satisfy the Company’s stock ownership guidelines. 46   Ite m 6. Exhibits.           Incorporated by Reference 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.   10-K   001-41938   2.2   2/27/2026 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 4.7   Registration Rights Agreement, dated 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 10.1   Amendment No. 10, dated as of May 28, 2026, 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).                 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.                 101.INS   Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.                 101.SCH   Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents                 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)                   47     * 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.   48   SIG NATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.   BrightSpring Health Services, Inc. Date: July 31, 2026 By: /s/ Jon Rousseau Jon Rousseau Chairman, President, and Chief Executive Officer       (Principal Executive Officer)   Date: July 31, 2026 By: /s/ Jennifer Phipps       Jennifer Phipps       Executive Vice President and Chief Financial Officer       (Principal Financial Officer)   49