Brightspring Health Services, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BTSG The Nasdaq Stock Mar
• $835 m — y at the closing of the Transaction was $835 million, subject to typical adjustments f

Filing Documents

• btsg-20260330.htm (8-K) — 63KB
• btsg-ex99_1.htm (EX-99.1) — 17KB
• btsg-ex99_2.htm (EX-99.2) — 312KB
• img106963839_0.jpg (GRAPHIC) — 36KB
• 0001193125-26-133307.txt ( ) — 599KB
• btsg-20260330.xsd (EX-101.SCH) — 44KB
• btsg-20260330_htm.xml (XML) — 6KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed in the Current Report on Form 8-K filed by BrightSpring Health Services, Inc. (the "Company") on January 21, 2025, Res-Care, Inc. ("Res-Care"), a wholly owned subsidiary of the Company, certain other affiliated entities, and the Company, entered into a Purchase Agreement, dated January 17, 2025, as amended by that certain First Amendment to Purchase Agreement dated December 5, 2025 (collectively, the "Agreement"), with National Mentor Holdings, Inc. (the "Purchaser"), pursuant to which Res-Care agreed to sell, transfer and assign to the Purchaser certain assets, equity interests and liabilities as set forth in the Agreement used primarily in the Company's community living services, home and community based waiver programs, and intermediate care facilities (collectively, the "Transaction"). On March 30, 2026, upon the terms and subject to the conditions set forth in the Agreement, the Transaction was completed. The aggregate consideration paid to the Company at the closing of the Transaction was $835 million, subject to typical adjustments for working capital and other customary items. The foregoing description of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement, which is filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and incorporated by reference herein. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective upon the closing of the Transaction, Robert Barnes, who served as President, ResCare Community Living, resigned from the Company. Mr. Barnes is not entitled to any severance benefits in connection with his resignation from the Company, but in consideration for his service, the Company will accelerate the vesting of (i) 15,540 restricted stock units, which would other

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In connection with the closing of the Transaction, the Company issued a press release on March 31, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro Forma Financial Information. The unaudited pro forma condensed consolidated statements of operations for the Company for the year ended December 31, 2025, and an unaudited pro forma condensed consolidated balance sheet of the Company as of December 31, 2025, in each case giving effect to, among other things, the Transaction, is attached hereto as Exhibit 99.2 and incorporated herein by reference. (d) Exhibits. Exhibit Number Description 2.1* Purchase Agreement, dated January 17, 2025, by and among Res-Care, Inc., certain other affiliated entities, National Mentor Holdings, Inc., and BrightSpring Health Services, Inc. (solely for purposes of Section 5.24) (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 21, 2025) . 2.2 First Amendment to Purchase Agreement, dated December 5, 2025, by and among Res-Care, Inc., certain other affiliated entities, National Mentor Holdings, Inc., and BrightSpring Health Services, Inc. (incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form 10-K filed February 27, 2026) . 99.1 Press Release of BrightSpring Health Services, Inc., dated March 31, 2026 . 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules or similar attachments upon request by the SEC or its staff. Cautionary Note Concerning Factors That May Affect Future Results This Current Report on Form 8-K contains "forward-looking statements" within the Private Securities Litigation Reform Act of 1995. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements.

SIGNATURES

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: March 31, 2026 By: /s/ Jennifer Phipps Name: Title: Jennifer Phipps Executive Vice President and Chief Financial Officer

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