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BrightSpring Health Services, Inc.

For the period ended Sep 30, 2025. Filed Oct 28, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 28, 2025

BTSG$67.15+2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-01.

0000950170-25-101119

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-28.

0001193125-25-253631

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 209 previous paragraphs and 209 current paragraphs.

117 unchanged; 68 reworded; 24 added; 23 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (24)

Current report

Financial Performance Highlights: Third Quarter of 2025 Compared to Third Quarter of 2024

Current report

Revenue grew by $732.9 million, or 28.2%, to $3,334.1 million

Current report

Net income increased by $63.2 million from net loss of $25.7 million to net income of $37.5 million

Current report

Financial Performance Highlights: Third Quarter of 2025 Compared to Third Quarter of 2024 (continued)

Current report

Diluted income per share increased by $0.30 from diluted loss per share of $(0.13) to diluted income per share of $0.17

Current report

As previously disclosed, on October 22, 2025, KKR Stockholder and certain management selling stockholders completed a registered secondary public offering of 15,000,000 shares of the Company’s common stock (the “October 2025 Offering”). The Company did not sell any shares of common stock that were offered in the October 2025 Offering. Also, the Company did not receive any proceeds from the October 2025 Offering, other than proceeds received in connection with the cash exercise of stock options by the management selling stockholders in connection with the October 2025 Offering.

Current report

In connection with the October 2025 Offering, the Company concurrently purchased from the underwriter, out of the aggregate of 15,000,000 shares of common stock that were the subject of the October 2025 Offering, 1,500,000 shares of common stock at a price of $29.00 per share, for a total purchase price of $43.5 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.

Current report

Selling, general, and administrative expenses were $304.2 million for the three months ended September 30, 2025, as compared with $294.0 million for the three months ended September 30, 2024, an increase of $10.2 million or 3.5%. The increase primarily resulted from the following segment activity and factors:

Current report

an increase of $18.3 million, or 6.2%, growth on consolidated third quarter of 2024 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;

Current report

Adjusted EBITDA was $160.4 million for the three months ended September 30, 2025, as compared with $116.9 million for the three months ended September 30, 2024, an increase of $43.5 million or 37.2%. The increase primarily resulted from the following segment activity and factors:

Current report

Selling, general, and administrative expenses were $918.1 million for the nine months ended September 30, 2025, as compared with $875.3 million for the nine months ended September 30, 2024, an increase of $42.7 million or 4.9%. The increase primarily resulted from the following segment activity and factors:

Current report

an increase of $61.3 million, or 7.0% growth on consolidated 2024 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;

Current report

Adjusted EBITDA was $434.0 million for the nine months ended September 30, 2025, as compared with $329.8 million for the nine months ended September 30, 2024, an increase of $104.2 million or 31.6%. The increase primarily resulted from the following segment activity and factors:

Current report

Gross profit margin for the three months ended September 30, 2025 and September 30, 2024 remained consistent at 8.3%.

Current report

Selling, general, and administrative expenses were $131.1 million for the three months ended September 30, 2025, as compared with $117.3 million for the three months ended September 30, 2024, an increase of $13.8 million or 11.7%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than revenue due to demonstrating economies of scale.

Current report

Selling, general, and administrative expenses were $382.9 million for the nine months ended September 30, 2025, as compared with $341.8 million for the nine months ended September 30, 2024, an increase of $41.1 million or 12.0%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.

Current report

Cost of services was $220.8 million for the three months ended September 30, 2025, as compared with $201.0 million for the three months ended September 30, 2024, an increase of $19.8 million or 9.8%. The increase primarily resulted from the aforementioned revenue growth.

Current report

Selling, general, and administrative expenses were $93.0 million for the three months ended September 30, 2025, as compared with $88.5 million for the three months ended September 30, 2024, an increase of $4.5 million or 5.1%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.

Current report

Cost of services was $648.8 million for the nine months ended September 30, 2025, as compared with $581.5 million for the nine months ended September 30, 2024, an increase of $67.3 million or 11.6%. The increase primarily resulted from the aforementioned revenue growth.

Current report

Selling, general, and administrative expenses were $275.0 million for the nine months ended September 30, 2025, as compared with $254.8 million for the nine months ended September 30, 2024, an increase of $20.2 million or 7.9%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.
Removed paragraphs (23)

Previous report

Announcement of definitive agreement to purchase home health and hospice care centers of Amedisys, Inc., and certain group care centers of UnitedHealth Group.

Previous report

Completion of underwritten secondary offering of our common stock by affiliates of Kohlberg Kravis Roberts & Co. L.P. and certain members of management, which was completed in June 2025. As a result of this offering, we are no longer a “controlled company” within the meaning of the corporate governance standards of Nasdaq.

Previous report

Financial Performance Highlights: Second Quarter of 2025 Compared to Second Quarter of 2024

Previous report

Revenue grew by $709.4 million, or 29.1%, to $3,147.7 million

Previous report

Basic and diluted earnings per share (EPS) remained flat at $0.05 and $0.04, respectively

Previous report

Selling, general, and administrative expenses were $326.3 million for the three months ended June 30, 2025, as compared with $273.5 million for the three months ended June 30, 2024, an increase of $52.8 million or 19.3%. The increase primarily resulted from the following segment activity and factors:

Previous report

an increase of $27.7 million, or 10.1% growth on consolidated second quarter of 2024 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;

Previous report

Adjusted EBITDA was $142.5 million for the three months ended June 30, 2025, as compared with $110.6 million for the three months ended June 30, 2024, an increase of $31.9 million or 28.8%. The increase primarily resulted from the following segment activity and factors:

Previous report

Selling, general, and administrative expenses were $613.9 million for the six months ended June 30, 2025, as compared with $581.3 million for the six months ended June 30, 2024, an increase of $32.6 million or 5.6%. The increase primarily resulted from the following segment activity and factors:

Previous report

an increase of $43.0 million, or 7.4% growth on consolidated 2024 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;

Previous report

Adjusted EBITDA was $273.6 million for the six months ended June 30, 2025, as compared with $212.9 million for the six months ended June 30, 2024, an increase of $60.7 million or 28.5%. The increase primarily resulted from the following segment activity and factors:

Previous report

Selling, general, and administrative expenses were $136.0 million for the three months ended June 30, 2025, as compared with $115.5 million for the three months ended June 30, 2024, an increase of $20.6 million or 17.8%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.

Previous report

Selling, general, and administrative expenses were $251.8 million for the six months ended June 30, 2025, as compared with $224.5 million for the six months ended June 30, 2024, an increase of $27.3 million or 12.2%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.

Previous report

Cost of services was $216.4 million for the three months ended June 30, 2025, as compared with $194.3 million for the three months ended June 30, 2024, an increase of $22.1 million or 11.4%. The increase primarily resulted from the aforementioned revenue growth.

Previous report

Selling, general, and administrative expenses were $91.9 million for the three months ended June 30, 2025, as compared with $84.7 million for the three months ended June 30, 2024, an increase of $7.1 million or 8.4%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.

Previous report

Cost of services was $428.0 million for the six months ended June 30, 2025, as compared with $380.5 million for the six months ended June 30, 2024, an increase of $47.5 million or 12.5%. The increase primarily resulted from the aforementioned revenue growth.

Previous report

Selling, general, and administrative expenses were $182.0 million for the six months ended June 30, 2025, as compared with $166.3 million for the six months ended June 30, 2024, an increase of $15.7 million or 9.4%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.

Previous report

During the first fiscal quarter of 2025, we entered into two forward starting interest rate swap agreements, each with a $500 million notional amount, to hedge the cash flow risk of variability in interest payments on our variable rate borrowings. The effective date of the forward starting interest rate swap agreements is September 30, 2025. As of June 30, 2025, these contracts meet the criteria of a cash flow hedge.
Reworded paragraphs (68)

Previous wording

We are a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to 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, which includes Behavioral populations, 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 460,000 patients daily through our approximately 10,000 clinical providers and pharmacists, and our services make a profound impact in the lives and communities of the people we serve.

Current wording

We are a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to 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, which includes Behavioral populations, 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 460,000 patients daily through our approximately 10,500 clinical providers and pharmacists, and our services make a profound impact in the lives and communities of the people we serve.

Previous wording

On January 17, 2025, the Company entered into a purchase agreement with National Mentor Holding, Inc. to divest our community living services, home and community based waiver programs, and intermediate care facilities (the “Community Living business”), for $835 million, subject to typical adjustments for working capital and other customary items. We expect the divestiture to close in late 2025, subject to customary closing conditions. This transaction provides for continuity of important intellectual and developmental disability services while BrightSpring focuses on a concentrated group of customers, patients and stakeholders in the future. We believe the Company’s streamlined service offerings will result in increased strategic focus, operational efficiencies, a refined payer mix, and greater clinical integration and business synergy across the Provider Services segment. The divestiture will also augment our expected Revenue and Adjusted EBITDA growth rates and maximize exposure to target growth markets that require BrightSpring’s needed and valuable solutions, such as home health, rehab, primary care, and hospice.

Current wording

On January 17, 2025, the Company entered into a purchase agreement with National Mentor Holding, Inc. to divest our community living services, home and community based waiver programs, and intermediate care facilities (the “Community Living business”), for $835 million, subject to typical adjustments for working capital and other customary items. We expect the divestiture to close in the first fiscal quarter of 2026, subject to customary closing conditions. This transaction provides for continuity of important intellectual and developmental disability services while BrightSpring focuses on a concentrated group of customers, patients and stakeholders in the future. We believe the Company’s streamlined service offerings will result in increased strategic focus, operational efficiencies, a refined payer mix, and greater clinical integration and business synergy across the Provider Services segment. The divestiture will also augment our expected Revenue and Adjusted EBITDA growth rates and maximize exposure to target growth markets that require BrightSpring’s needed and valuable solutions, such as home health, rehab, primary care, and hospice.

Previous wording

Pharmacy Solutions segment revenue grew by $675.6 million, or 32.0%, to $2,790.1 million

Current wording

Pharmacy Solutions segment revenue grew by $701.3 million, or 31.0%, to $2,967.0 million

Previous wording

Provider Services segment revenue grew by $33.8 million, or 10.5%, to $357.6 million

Current wording

Provider Services segment revenue grew by $31.6 million, or 9.4%, to $367.1 million

Previous wording

Adjusted EBITDA(1) increased by $31.9 million, or 28.8%, to $142.5 million

Current wording

Adjusted EBITDA(1) increased by $43.5 million, or 37.2%, to $160.4 million

Previous wording

Pharmacy Solutions segment EBITDA increased by $30.2 million, or 32.0%, to $124.7 million

Current wording

Pharmacy Solutions segment EBITDA increased by $41.8 million, or 42.2%, to $141.0 million

Previous wording

Provider Services segment EBITDA grew by $5.8 million, or 11.4%, to $56.5 million

Current wording

Provider Services segment EBITDA grew by $8.4 million, or 16.0%, to $60.7 million

Previous wording

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 6% of total Company revenue for the three and six months ended June 30, 2025, compared to 7% for the three and six months ended June 30, 2024.

Current wording

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% of total Company revenue for the three and nine months ended September 30, 2025 and 2024.

Previous wording

We provide our services across all 50 states, Puerto Rico and Canada, with our top 10 states of operations comprising 53% of total Company revenues for the three and six months ended June 30, 2025, compared to 52% and 53% for the three and six months ended June 30, 2024, respectively. The federal, state, and local programs under which we operate are subject to legislative and budgetary changes that can influence reimbursement rates.

Current wording

We provide our services across all 50 states, Puerto Rico and Canada, with our top 10 states of operations comprising 53% of total Company revenues for the three and nine months ended September 30, 2025, compared to 52% for the three and nine months ended September 30, 2024. The federal, state, and local programs under which we operate are subject to legislative and budgetary changes that can influence reimbursement rates.

Previous wording

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, 2025 and 2024.

Current wording

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 nine months ended September 30, 2025 and 2024.

Previous wording

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. Overall, our pharmacy has grown patient census and prescriptions by approximately 6% and 7%, respectively, in the second fiscal quarter of 2025 compared to the second fiscal quarter of 2024. 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.

Current wording

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. Overall, our pharmacy has grown patient census by approximately 2%, in the third fiscal quarter of 2025 compared to the third fiscal quarter of 2024. 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.

Previous wording

We provide multiple pharmacy and provider services to approximately 9,000 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, CCRx 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.

Current wording

We provide multiple pharmacy and provider services to approximately 8,000 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, CCRx 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.

Previous wording

On January 17, 2025, the Company 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. The transaction is currently expected to close in late 2025, subject to receipt of customary regulatory approvals and satisfaction of other closing conditions.

Current wording

On January 17, 2025, the Company 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. The transaction is currently expected to close in the first fiscal quarter of 2026, subject to receipt of customary regulatory approvals and satisfaction of other closing conditions.

Previous wording

Revenues were $3,147.7 million for the three months ended June 30, 2025, as compared with $2,438.3 million for the three months ended June 30, 2024, an increase of $709.4 million or 29.1%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below.

Current wording

Revenues were $3,334.1 million for the three months ended September 30, 2025, as compared with $2,601.2 million for the three months ended September 30, 2024, an increase of $732.9 million or 28.2%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below.

Previous wording

Cost of goods was $2,556.4 million for the three months ended June 30, 2025, as compared with $1,931.8 million for the three months ended June 30, 2024, an increase of $624.6 million or 32.3%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below.

Current wording

Cost of goods was $2,721.3 million for the three months ended September 30, 2025, as compared with $2,077.1 million for the three months ended September 30, 2024, an increase of $644.2 million or 31.0%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below.

Previous wording

Cost of services was $216.4 million for the three months ended June 30, 2025, as compared with $194.3 million for the three months ended June 30, 2024, an increase of $22.1 million or 11.4%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below.

Current wording

Cost of services was $220.8 million for the three months ended September 30, 2025, as compared with $201.0 million for the three months ended September 30, 2024, an increase of $19.8 million or 9.8%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below.

Previous wording

an increase of $6.0 million, or 2.2%, growth on consolidated second quarter of 2024 selling, general, and administrative expenses, due to non-cash share-based compensation related to the equity awards granted to management and certain full-time employees;

Current wording

an increase of $1.5 million, or 0.5%, growth on consolidated third quarter of 2024 selling, general, and administrative expenses, due to non-cash share-based compensation related to the equity awards granted to management and certain full-time employees; offset by,

Previous wording

an increase of $14.8 million, or 5.4%, increase in consolidated second quarter of 2024 selling, general, and administrative expenses, as a result of an increase in acquisition, integration and transaction-related expenses; and,

Current wording

a decrease of $6.3 million, or 2.1%, decline in consolidated third quarter of 2024 selling, general, and administrative expenses, as a result of a decrease in acquisition, integration and transaction-related expenses; and,

Previous wording

an increase of $4.3 million, or 1.6%, increase in consolidated second quarter of 2024 selling, general, and administrative expenses, as a result of an increase in other operational expenses year-over-year.

Current wording

a decrease of $3.3 million, or 1.1%, decline in consolidated third quarter of 2024 selling, general, and administrative expenses, as a result of a decrease in other operational expenses year-over-year.

Previous wording

Interest expense, net was $38.8 million for the three months ended June 30, 2025, as compared with $43.3 million for the three months ended June 30, 2024, a decrease of $4.5 million or 10.4%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the three months ended June 30, 2025 as compared to the prior period, offset by a $5.1 million decrease in interest income received related to cash flow hedges of interest rate risk.

Current wording

Interest expense, net was $38.2 million for the three months ended September 30, 2025, as compared with $46.6 million for the three months ended September 30, 2024, a decrease of $8.4 million or 18.0%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the three months ended September 30, 2025 as compared to the prior period, offset by a $5.2 million decrease in interest income received related to cash flow hedges of interest rate risk.

Previous wording

Income tax expense was $1.0 million for the six months ended June 30, 2025, as compared with an income tax benefit of $39.6 million for the six months ended June 30, 2024, an increase in the expense of $40.6 million. The increase in the income tax expense is primarily driven by the increase in pre-tax book income for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, and a decrease in the effective tax rate for the six months ended June 30, 2025 of 5.3% compared to 45.5% for the six months ended June 30, 2024. The decrease in the effective tax rate is primarily as a result of $3.7 million in tax benefits resulting from the recognition of excess tax benefits from stock-based compensation and partially offset by limitations on the deductibility of certain executive compensation as a percentage of estimated pre-tax book income for the six months ended June 30, 2025. In addition, the discrete tax benefit related to the Silver matter increased the effective tax rate on pre-tax book loss for the six months ended June 30, 2024.

Current wording

Income tax expense was $12.1 million for the three months ended September 30, 2025, as compared with $8.2 million for the three months ended September 30, 2024, an increase in the expense of $4.0 million. The increase in the income tax expense is primarily driven by the increase in pre-tax book income for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, and an increase in the effective tax rate for the three months ended September 30, 2025 of 24.4% compared to (46.6)% for the three months ended September 30, 2024. The increase in the effective tax rate is primarily as a result of the cumulative impact of the year-to-date estimated tax rate on 2024 pre-tax book losses as well as the 2023 return-to-provision adjustment.

Previous wording

Net income was $8.5 million for the three months ended June 30, 2025, as compared with $8.5 million for the three months ended June 30, 2024, an increase of $0.1 million or 0.6%. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, offset by an increase in selling, general, and administrative expenses and income tax expense.

Current wording

Net income was $37.5 million for the three months ended September 30, 2025, as compared with a net loss of $25.7 million for the three months ended September 30, 2024, an increase of $63.2 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, offset by an increase in selling, general, and administrative expenses and income tax expense.

Previous wording

an increase of $36.0 million, or 32.5% growth on consolidated second quarter of 2024 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

Current wording

an increase of $50.2 million, or 42.9% growth on consolidated third quarter of 2024 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

Previous wording

a decrease of $4.1 million, or 3.7% decline on consolidated second quarter of 2024 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.

Current wording

a decrease of $6.7 million, or 5.7% decline in consolidated third quarter of 2024 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.

Previous wording

Revenues were $6,025.8 million for the six months ended June 30, 2025, as compared with $4,724.0 million for the six months ended June 30, 2024, an increase of $1,301.8 million or 27.6%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below.

Current wording

Revenues were $9,359.9 million for the nine months ended September 30, 2025, as compared with $7,325.2 million for the nine months ended September 30, 2024, an increase of $2,034.7 million or 27.8%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below.

Previous wording

Cost of goods was $4,884.6 million for the six months ended June 30, 2025, as compared with $3,738.9 million for the six months ended June 30, 2024, an increase of $1,145.8 million or 30.6%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below.

Current wording

Cost of goods was $7,605.9 million for the nine months ended September 30, 2025, as compared with $5,816.0 million for the nine months ended September 30, 2024, an increase of $1,790.0 million or 30.8%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below.

Previous wording

Cost of services was $428.0 million for the six months ended June 30, 2025, as compared with $380.5 million for the six months ended June 30, 2024, an increase of $47.5 million or 12.5%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below.

Current wording

Cost of services was $648.8 million for the nine months ended September 30, 2025, as compared with $581.5 million for the nine months ended September 30, 2024, an increase of $67.3 million or 11.6%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below.

Previous wording

an increase of $15.8 million, or 2.7%, increase in consolidated second quarter of 2024 selling, general, and administrative expenses, as a result of an increase in acquisition, integration and transaction-related expenses;

Current wording

an increase of $9.5 million, or 1.1%, growth in consolidated third quarter of 2024 selling, general, and administrative expenses, as a result of an increase in acquisition, integration and transaction-related expenses; offset by,

Previous wording

a decrease of $22.7 million, or 3.9%, decline on consolidated 2024 selling, general, and administrative expenses, as a result of the termination fees incurred at the time of the IPO Offerings in connection with the termination of our Monitoring Agreement for which there is no comparable expense in 2025; and

Current wording

a decrease of $22.7 million, or 2.6%, decline in consolidated 2024 selling, general, and administrative expenses, as a result of the termination fees incurred at the time of the IPO Offerings in connection with the termination of our Monitoring Agreement for which there is no comparable expense in 2025;

Previous wording

a decrease of $5.1 million, or 0.9%, decline on consolidated 2024 selling, general, and administrative expenses, due to non-cash share-based compensation related to the equity awards granted to management and certain full-time employees.

Current wording

a decrease of $3.6 million, or 0.4%, decline in consolidated 2024 selling, general, and administrative expenses, due to non-cash share-based compensation related to the equity awards granted to management and certain full-time employees; and

Previous wording

an increase of $1.6 million, or 0.3%, growth on consolidated 2024 selling, general, and administrative expenses, as a result of an increase in other operational expenses year-over-year; offset by,

Current wording

a decrease of $1.8 million, or 0.2%, decline in consolidated 2024 selling, general, and administrative expenses, as a result of a decrease in other operational expenses year-over-year.

Previous wording

During the six months ended June 30, 2024, we used proceeds from the IPO Offerings to repay the Second Lien on January 30, 2024 and as a result incurred a loss on extinguishment of debt of $12.7 million related to the write-off of unamortized debt issuance costs. There was no loss on extinguishment of debt recognized for the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2024, we used proceeds from the IPO Offerings to repay the Second Lien on January 30, 2024 and as a result incurred a loss on extinguishment of debt of $12.7 million related to the write-off of unamortized debt issuance costs. There was no loss on extinguishment of debt recognized for the nine months ended September 30, 2025.

Previous wording

Interest expense, net was $80.5 million for the six months ended June 30, 2025, as compared with $97.8 million for the six months ended June 30, 2024, a decrease of $17.2 million or 17.6%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the six months ended June 30, 2025 as compared to the prior periods and lower outstanding term debt as compared to the prior period, offset by a $10.3 million decrease in interest income received related to cash flow hedges of interest rate risk.

Current wording

Interest expense, net was $118.8 million for the nine months ended September 30, 2025, as compared with $144.4 million for the nine months ended September 30, 2024, a decrease of $25.6 million or 17.7%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the nine months ended September 30, 2025 as compared to the prior periods and lower outstanding term debt as compared to the prior period, offset by a $15.5 million decrease in interest income received related to cash flow hedges of interest rate risk.

Previous wording

Income tax expense was $1.2 million for the three months ended June 30, 2025, as compared with an income tax benefit of $13.1 million for the three months ended June 30, 2024, an increase in the expense of $14.4 million. The increase in the income tax expense is primarily driven by the increase in pre-tax book income for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, and a decrease in the effective tax rate for the three months ended June 30, 2025 of 12.7% compared to 283.3% for the three months ended June 30, 2024. The decrease in the effective tax rate is primarily as a result of $1.4 million in tax benefits resulting from the recognition of excess tax benefits from stock-based compensation and partially offset by limitations on the deductibility of certain executive compensation as a percentage of estimated pre-tax book income for the three months ended June 30, 2025. In addition, the discrete tax benefit related to the Silver matter increased the effective tax rate on pre-tax book loss for the three months ended June 30, 2024.

Current wording

Income tax expense was $13.1 million for the nine months ended September 30, 2025, as compared with an income tax benefit of $31.5 million for the nine months ended September 30, 2024, an increase in the income tax expense of $44.6 million. The increase in the income tax expense is primarily driven by the increase in pre-tax book income for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, and a decrease in the effective tax rate for the nine months ended September 30, 2025 of 19.2% compared to 30.1% for the nine months ended September 30, 2024. The decrease in the effective tax rate is primarily as a result of $4.7 million in tax benefits resulting from the recognition of excess tax benefits from stock-based compensation partially offset by limitations on the deductibility of certain executive compensation as a percentage of estimated pre-tax book income for the nine months ended September 30, 2025. In addition, the discrete tax benefit related to the Silver matter increased the effective tax rate on pre-tax book loss for the nine months ended September 30, 2024.

Previous wording

Net income was $17.8 million for the six months ended June 30, 2025, as compared with a net loss of $47.5 million for the six months ended June 30, 2024, an increase of $65.3 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, and loss on extinguishment of debt, partially offset by an increase in selling, general, and administrative expenses and income tax expense.

Current wording

Net income was $55.2 million for the nine months ended September 30, 2025, as compared with a net loss of $73.2 million for the nine months ended September 30, 2024, an increase of $128.5 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, and loss on extinguishment of debt, partially offset by an increase in selling, general, and administrative expenses and income tax expense (benefit).

Previous wording

an increase of $67.9 million, or 31.9% growth on consolidated 2024 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

Current wording

an increase of $118.1 million, or 35.8% growth on consolidated 2024 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

Previous wording

a decrease of $7.2 million, or 3.4% decline on consolidated 2024 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.

Current wording

a decrease of $13.9 million, or 4.2% decline in consolidated 2024 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.

Previous wording

Revenues were $5,322.3 million for the six months ended June 30, 2025, as compared with $4,091.5 million for the six months ended June 30, 2024, an increase of $1,230.7 million or 30.1%. The increase primarily resulted from volume growth in prescriptions dispensed across and within the Pharmacy Solutions segment. Revenues attributable to Infusion and Specialty Pharmacy were $4,154.9 million for the six months ended June 30, 2025, as compared with $3,051.7 million for the six months ended June 30, 2024, an increase of $1,103.2 million or 36.2% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $1,167.4 million for the six months ended June 30, 2025, as compared with $1,039.8 million for the six months ended June 30, 2024, an increase of $127.6 million or 12.3% attributable to volume growth.

Current wording

Revenues were $2,967.0 million for the three months ended September 30, 2025, as compared with $2,265.7 million for the three months ended September 30, 2024, an increase of $701.3 million or 31.0%. The increase primarily resulted from volume growth in prescriptions dispensed within Infusion and Specialty Pharmacy partially offset by a decline in prescriptions dispensed within Home and Community Pharmacy. Revenues attributable to Infusion and Specialty Pharmacy were $2,377.0 million for the three months ended September 30, 2025, as compared with $1,678.1 million for the three months ended September 30, 2024, an increase of $698.9 million or 41.6% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $590.0 million for the three months ended September 30, 2025, as compared with $587.6 million for the three months ended September 30, 2024, an increase of $2.4 million or 0.4% attributable to mix changes in prescriptions dispensed.

Previous wording

Cost of goods was $2,556.4 million for the three months ended June 30, 2025, as compared with $1,931.8 million for the three months ended June 30, 2024, an increase of $624.6 million or 32.3%. 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.

Current wording

Cost of goods was $2,721.3 million for the three months ended September 30, 2025, as compared with $2,077.1 million for the three months ended September 30, 2024, an increase of $644.2 million or 31.0%. 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.

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Previous report — wording carried elsewhere

Gross profit margin for the three months ended June 30, 2025 was 8.4% compared to 8.6% for the three months ended June 30, 2024. The decrease in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Infusion and Specialty Pharmacy, along with product-level mix shifts, rate changes, and an increase in the fulfillment cost per script in Home and Community Pharmacy.