FULLTEXT DEL 1 AV 2
10-Q – 2026-07-31 – btsg-20260630.htm
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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