BrightSpring Health Services Inc
For the period ended Dec 31, 2024. Filed Mar 6, 2025.
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FY2024 · Filed Mar 6, 2025
BTSG$72.49+4.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements:
The following Consolidated Financial Statements, notes related thereto and reports of independent auditors are included in Item 8 of this Report:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185)
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules:
All financial statements schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits:
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 2.1* | Purchase Agreement, dated January 17, 2025, by and among Res-Care, Inc., certain other affiliated entities, National Mentor Holdings, Inc., and BrightSpring Health Services, Inc. (solely for purposes of Section 5.24). | 8-K | 001-41938 | 2.1 | 1/21/2024 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of BrightSpring Health Services, Inc. | 8-K | 001-41938 | 3.1 | 1/30/2024 |
| 3.2 | Amended and Restated Bylaws of BrightSpring Health Services, Inc. | 8-K | 001-41938 | 3.2 | 1/30/2024 |
| 4.1 | Purchase Contract Agreement, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as purchase contract agent, as attorney-in-fact for the Holders from time to time as provided therein and as trustee under the indenture referred to therein. | 8-K | 001-41938 | 4.1 | 1/30/2024 |
| 4.2 | Form of Unit (included in Exhibit 4.1). | 8-K | 001-41938 | 4.2 | 1/30/2024 |
| 4.3 | Form of Purchase Contract (included in Exhibit 4.1). | 8-K | 001-41938 | 4.3 | 1/30/2024 |
| 4.4 | Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 001-41938 | 4.4 | 1/30/2024 |
| 4.5 | First Supplemental Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee, paying agent and security registrar. | 8-K | 001-41938 | 4.5 | 1/30/2024 |
| 4.6 | Form of Amortizing Note (included in Exhibit 4.5). | 8-K | 001-41938 | 4.6 | 1/30/2024 |
| 4.7 | Registration Rights Agreement, dated as of December 7, 2017, by and among Phoenix Parent Holdings Inc., KKR Phoenix Aggregator L.P., and Walgreens Co. | S-1/A | 333-276348 | 4.1 | 1/10/2024 |
| 4.8 | Description of Securities. | 10-K | 001-41938 | 4.8 | 3/6/2024 |
| 10.1† | BrightSpring Health Services, Inc. 2024 Equity Incentive Plan. | 8-K | 001-41938 | 10.1 | 1/30/2024 |
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.2† | Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan. | S-1/A | 333-260334 | 10.14 | 1/14/2024 |
| 10.3 | Amended and Restated Stockholders’ Agreement, dated as of March 5, 2019, among Registrant, KKR Phoenix Aggregator L.P., Walgreen Co., KKR Americas Fund XII L.P., Walgreens Boots Alliance, Inc., and PharMerica Corporation. | S-1/A | 333-276348 | 10.1 | 1/10/2024 |
| 10.4 | First Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., as Holdings, Phoenix Guarantor Inc., as the Borrower, the several lenders from time to time parties thereto, and Morgan Stanley Senior Funding, Inc. as Administrative Agent and Collateral Agent. | S-1/A | 333-276348 | 10.2 | 1/10/2024 |
| 10.5 | Technical Amendment, dated as of May 17, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | S-1/A | 333-276348 | 10.3 | 1/10/2024 |
| 10.6 | Joinder Agreement, dated as of September 30, 2019, among Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | S-1/A | 333-276348 | 10.4 | 1/10/2024 |
| 10.7 | Amendment No. 1, dated as of January 30, 2020, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | S-1/A | 333-276348 | 10.5 | 1/10/2024 |
| 10.8 | Joinder Agreement and Amendment No. 2, dated as of June 30, 2020, among Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | S-1/A | 333-276348 | 10.6 | 1/10/2024 |
| 10.9 | Joinder Agreement and Amendment No. 3, dated as of October 7, 2020, among Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | S-1/A | 333-276348 | 10.7 | 1/10/2024 |
| 10.10 | Amendment No. 4, dated as of April 8, 2021, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among | S-1/A | 333-276348 | 10.8 | 1/10/2024 |
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | |||||
| 10.11 | Joinder Agreement and Amendment No. 5, dated as of April 16, 2021, among Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | S-1/A | 333-276348 | 10.9 | 1/10/2024 |
| 10.12 | Joinder Agreement and Amendment No. 6, dated as of June 30, 2023, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as the Administrative Agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | S-1/A | 333-276348 | 10.10 | 1/10/2024 |
| 10.13 | Joinder Agreement and Amendment No. 7, dated as of February 21, 2024, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the several lenders from time to time parties thereto and Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent to the First Lien Credit Agreement dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. | 10-Q | 001-41938 | 10.1 | 5/2/2024 |
| 10.14 | Joinder Agreement and Amendment No. 8, dated as of September 17, 2024, by and among Credit Agricole Corporate and Investment Bank, Phoenix Guarantor Inc., Phoenix Intermediate Holdings Inc., each 2020 Additional Revolving Credit Lender, each 2020 Letter of Credit Issuer, and Morgan Stanley Senior Funding, Inc., as Administrative Agent. | 10-Q | 001-41938 | 10.1 | 11/1/2024 |
| 10.15 | Amendment No. 9, dated as of December 11, 2024, by and among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the several lenders from time to time parties thereto and Morgan Stanley Senior Funding Inc. as administrative agent and collateral agent to the First Lien Credit Agreement, dated as of March 5, 2019, by and among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc. (with amended First Lien Credit Agreement attached as Exhibit A). | 8-K | 001-41938 | 10.1 | 12/11/2024 |
| 10.16 | Management Stockholders’ Agreement, dated as of December 7, 2017, by and among the Registrant, KKR Phoenix Aggregator, L.P., and the other parties thereto. | S-1/A | 333-276348 | 10.16 | 1/10/2024 |
| 10.17 | Joinder Agreement and Eighth Amendment to the Pharmaceutical Purchase and Distribution Agreement, dated as of December 7, 2017, between Walgreens Boots Alliance, Inc. and certain of its affiliate, and AmerisourceBergen Drug Corporation and its affiliate acknowledged by PharMerica Corporation, to the Pharmaceutical Purchase and Distribution Agreement, between Walgreens Boots Alliance, Inc., and certain of its | S-1/A | 333-276348 | 10.17 | 1/10/2024 |
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| affiliates, and AmerisourceBergen Drug Corporation and its affiliate, dated as of March 18, 2013. | |||||
| 10.18 | WBAD – Membership Agreement, by and among Walgreens Boots Alliance Development GmbH and PharMerica Corporation, dated as of May 30, 2018. | S-1/A | 333-276348 | 10.18 | 1/10/2024 |
| 10.19 | Amendment to WBAD – Membership Agreement, by and among Walgreens Boots Alliance Development GmbH and PharMerica Corporation, dated as of April 20, 2022. | S-1/A | 333-276348 | 10.19 | 1/10/2024 |
| 10.20† | Employment Agreement between Phoenix Parent Holdings Inc. and Jon B. Rousseau, effective as of March 5, 2019. | S-1/A | 333-276348 | 10.22 | 1/10/2024 |
| 10.21† | Amended and Restated Employment Agreement between Res-Care, Inc. and James Mattingly, dated December 14, 2017. | S-1/A | 333-276348 | 10.23 | 1/10/2024 |
| 10.22† | Employment Agreement between Res-Care, Inc. and Robert A. Barnes, effective as of July 9, 2018. | S-1/A | 333-276348 | 10.24 | 1/10/2024 |
| 10.23† | Amended and Restated Employment Agreement, dated as of October 11, 2024, by and between Res-Care, Inc. and Steven S. Reed. | 8-K | 001-41938 | 10.1 | 10/11/2024 |
| 10.24† | Special Retention Agreement, dated as of October 11, 2024, by and between Res-Care, Inc. and Steven S. Reed. | 8-K | 001-41938 | 10.2 | 10/11/2024 |
| 10.25† | Employment Agreement between PharMerica Corporation and Jennifer Yowler, effective as of May 4, 2019. | S-1/A | 333-276348 | 10.26 | 1/10/2024 |
| 10.26† | Amended and Restated Employment Agreement between Res-Care, Inc. and Jennifer Phipps, effective as of January 1, 2023. | ||||
| 10.27† | Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jon B. Rousseau, dated October 16, 2019. | S-1/A | 333-276348 | 10.27 | 1/10/2024 |
| 10.28† | Option Cancellation Agreement between BrightSpring Health Services, Inc., Jon B. Rousseau, and The Margaret Rousseau Children Trust, dated November 22, 2023. | S-1/A | 333-276348 | 10.28 | 1/10/2024 |
| 10.29† | Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jon B. Rousseau, dated November 22, 2023. | S-1/A | 333-276348 | 10.29 | 1/10/2024 |
| 10.30† | Form of Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jim Mattingly, Robert Barnes, Steven Reed, and Jennifer Yowler. | S-1/A | 333-276348 | 10.30 | 1/10/2024 |
| 10.31† | Form of Director Restricted Unit Agreement under the 2024 Equity Incentive Plan. | S-1/A | 333-276348 | 10.22 | 1/17/2024 |
| 10.32† | Form of Employee Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan (IPO Grants). | S-1/A | 333-276348 | 10.23 | 1/17/2024 |
| 10.33† | Form of Employee Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan (Post-IPO Grants). | S-1/A | 333-276348 | 10.24 | 1/17/2027 |
| 10.34† | Form of Option Agreement under the 2024 Equity Incentive Plan (IPO Grants). | S-1/A | 333-276348 | 10.25 | 1/17/2027 |
| 10.35† | Form of Option Agreement under the 2024 Equity Incentive Plan (Post-IPO Grants). | S-1/A | 333-276348 | 10.26 | 1/17/2027 |
| 10.36 | Form of Director and Executive Officer Indemnification Agreement. | S-1/A | 333-276348 | 10.31 | 1/10/2024 |
| 10.37† | BrightSpring Health Services, Inc. Senior Executive Cash Incentive Bonus Plan, adopted May 29, 2024. | 8-K | 001-41938 | 10.1 | 5/31/2024 |
| 19.1 | Securities Trading Policy | ||||
| 21.1 | Subsidiaries of BrightSpring Health Services, Inc. | S-1/A | 333-276348 | 21.1 | 1/10/2024 |
| 23.1 | Consent of KPMG LLP. | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities | ||||
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| 31.2 · Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| 32.1 · Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 32.2 · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 97.1 | BrightSpring Health Services, Inc. Incentive Compensation Clawback Policy. | 10-K | 001-41938 | 97.1 | 3/6/2024 |
- Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby
undertakes to furnish supplementally copies of any of the omitted schedules or similar attachments upon request by the SEC or
its staff.
† Management contract or compensatory plan in which directors and/or executive officers are eligible to participate.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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