BrightSpring Health Services, Inc.

8-K · btsg-20260611.htm iXBRL

0001865782 btsg:SixPointSevenFivePercentageTangibleEquityUnitsMember 2026-06-11 2026-06-11 0001865782 us-gaap:CommonStockMember 2026-06-11 2026-06-11 0001865782 2026-06-11 2026-06-11

  
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
 FORM 8-K
  
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): June 11, 2026

  
  
 BrightSpring Health Services, Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Delaware

 001-41938

 82-2956404

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS 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

  

 Not Applicable

 (Former Name or Former Address, if Changed Since Last Report)
  
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 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

  

 BTSG

  

 The Nasdaq Stock Market LLC

 6.75% Tangible Equity Units

  

 BTSGU

  

 The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 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. ☐
  

 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 On June 11, 2026, the board of directors (the “Board”) of BrightSpring Health Services, Inc. (the “Company”) increased the number of directors serving on the Board from seven (7) to eight (8) members and appointed Dr. Nigam H. Shah to the Board as a Class III director to fill the resulting vacancy. Dr. Shah will serve until his successor shall be elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal from office. The Board also appointed Dr. Shah to serve as a member of the Quality and Compliance Committee of the Board.
 Dr. Shah will be compensated for his service as a director in accordance with the Company’s policy on non-employee director compensation. In connection with Dr. Shah’s appointment to the Board, the Company intends to enter into an indemnification agreement with Dr. Shah in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.
 There are no arrangements or understandings between Dr. Shah and any other person pursuant to which he was selected as a director. There has been no transaction, nor is there any currently proposed transaction, between Dr. Shah and the Company that would require disclosure under Item 404(a) of Regulation S-K.
 Item 7.01 Regulation FD Disclosure.
 In connection with the appointment of Dr. Shah to the Board, the Company issued a press release on June 12, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.
 The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits.

 Exhibit
 No.

 Description

 99.1

 Press Release of BrightSpring Health Services, Inc., dated June 12, 2026.

 104

 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  

  

 BRIGHTSPRING HEALTH SERVICES, INC.

  

  

  

  

 Date:

 June 12, 2026

 By:

 /s/ Jennifer Phipps

  

  

  

 Name: Jennifer Phipps
Title: Chief Accounting Officer