BrightSpring Health Services, Inc.

    BTSG ·NASDAQ ·Services-Home Health Care Services ·Inc. in DE
    Other securities: BTSGUunit
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    PART I

    Item 1. Business

    Who We Are

    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 465,000 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.

    Our model focuses on delivering high-touch and coordinated services to medically complex clients and patients, which is a large, growing, and underserved population in the U.S. healthcare system. These high-need and high-cost Senior and Specialty patients comprise a market of over $2.0 trillion across our business. The chronic conditions and long-term health needs of these patients not only represent an outsized share of health care spend today, according to RAND Health Care, but we believe that they are expected to also drive a disproportionate share of future expenditures. Americans with five or more chronic conditions make up over 12% of the population and account for 41% of total health care spending, on average spending 14 times more on health services than those without chronic conditions. These patients most often require both pharmacy and provider services to achieve the best outcomes, but must often navigate disjointed and separately-administered health services. This can result in uncoordinated care delivery with adverse medical consequences, as compared to receiving timely, proximal, and complete care support in the home and community that improves health and reduces cost.

    We have built a significant presence and capability in delivering complementary and high-touch daily healthcare services and programs to complex patients in their homes and in communities in order to address their multiple health needs and requirements more completely. In pharmacy, we leverage our national infrastructure to provide daily medication therapy management to various customer and patient types wherever they reside in the community, including home and in-clinic infusion patients, oncology and other specialty patients in their homes, residents of independent and senior living communities, people receiving hospice care, and neuro clients’ and patients’ homes, residents of skilled nursing and rehabilitation facilities, hospital patients, and the homes of Seniors who are on a significant number of medications. Within provider services, we address the clinical and supportive care needs of Senior and Specialty populations, including neuro patients, primarily in their homes, as well as some clinic and community settings. Our clinical services consist of home health and hospice and rehab therapy, and our supportive care services address activities of daily living and social determinants of health as well. We also provide home-based primary care for patients in senior living communities, long-term care, and individual homes to directly manage and optimize patient outcomes and to enable value-based care. By providing these complementary and necessary services for complex patients, our care model is designed to address multiple patient needs and better integrate health services delivery to improve quality and patient experiences, while reducing overall costs.

    We believe that our Company addresses important needs today and is also well-positioned for the long-term, as it is underpinned by capabilities and characteristics that suggest continued differentiation and growth:

    Complementary pharmacy and provider services that address multiple patient needs – We have a healthcare platform that can combine pharmacy and provider care in order to address the spectrum of interrelated and chronic needs that Senior and Specialty patients possess. Through our comprehensive care capabilities, we are able to develop longitudinal relationships and views of our patients, which enables us to more closely manage daily medication requirements and adherence, provide primary care and other skilled nursing and therapy clinical services, and address social determinants of health and daily care needs. Moreover, we believe that this integrated model and capability set will increasingly be a more effective approach for providing high-need and high-cost Senior and Specialty populations the pharmacy and care services solutions they require.
    Effectively serving complex patients in the home and community setting – With over 40 years of experience caring for “must-serve” client and patient populations, we deliver care in preferred and lower-cost settings with strong quality results. Our services reduce cost by providing care for many of these individuals in non-institutional home and community settings and reducing hospitalizations. For example, across our pharmacies, we achieve 99.99% order accuracy and 99.34% order completeness, “excellent” and “world class” NPS, and a reduction in hospitalizations with CCRx, while also driving savings through medication adherence and therapeutic interchanges. We achieve 100% patient satisfaction in our outpatient rehab services, an 87% overall rating of care in hospice, and, as reported by the Agency for Healthcare

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    Research and Quality, hospitalizations that are 35% lower than the national average in our home-based primary care. We believe that we are positioned to identify potential medical problems and avoid adverse events due to our highly proximate position to patients.
    Market-leading scale with a focus on operational excellence and coordinated front-line care – We manage one of the nation’s largest independent platforms of both pharmacy and provider services offered on a daily basis in home and community settings – to address the multiple needs of medically complex Senior and Specialty patients. Our leading scale across all 50 states has important benefits. Our scale provides complementary diversification and risk mitigation in payor sources, end markets, and geographies, while also creating exposure and access to a broader set of market growth opportunities. Further, we leverage economies of scale and best practices across the company, including in purchasing and all supplier contracting, quality, technology, human resources, and advocacy and payor relations. Scale from our pharmacy and provider businesses allow us to effectively deliver and coordinate integrated solutions to and across patient types and care settings, which we believe will be more important in the ongoing development of value-based care solutions. Ultimately, our track record of building market density, expanding core services to additional customer and patient types, and replicating this model across new geographies underpins both our historical results as well as our growth strategies.

    We are one of the largest independent providers of home and community-based health services in the United States, offering skilled, complementary, integrated, and impactful health care solutions. Almost all of the clients and patients that we serve have chronic conditions and the vast majority of them receive their services on a recurring basis over long periods of time. In our pharmacy business, patients have an average of nine prescriptions at a given time and are supported by our local pharmacy model that delivers daily services, often within an hour or two, from over 175 pharmacies, infusion centers, and specialty oncology locations across all 50 states. We have specifically focused on and built a fast, local, and “white-glove” delivery model that is supported by expert clinical teams in the field, which fulfilled over 43 million prescriptions in 2025 across customer and patient settings and types. Patients who receive our provider services average six chronic conditions per patient, and we delivered approximately 21 million hours of quality and compassionate care in 2025 to home health, hospice, rehab, and home care patients and clients. Combined, our daily pharmacy and provider services are delivered from and to approximately 7,700 office, clinic, and customer locations across the country, with over 465,000 patients serviced at any one time, including approximately 330,000 patients served in their homes at any one time.

    Our Platform

    We believe our high-quality and complementary health services offerings address significant and important patient and stakeholder needs. In the home and community settings where we operate, patients with chronic conditions often require daily care, closely-managed medication regimens, and specialized clinical treatment, and our service model is defined by core pharmacy and provider services augmented by integrated care capabilities that are intended to maximize outcomes and minimize potential disruptions. The Company’s quality outcomes achieved for Senior and Specialty patients and industry stakeholders are also mostly delivered in patient-preferred and lower-cost settings. 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.

    Furthermore, scale is important in the industries and service areas that we participate in, for numerous reasons, including realizing economies of scale, for example in purchasing, technology, and related to fixed expenses, leveraging best practices and quality and operational oversight of the service lines, in payor contracting, being able to invest in attractive growth areas, and driving value through revenue, quality, and operational and cost synergies post acquisitions. Our service capabilities extend across all 50 states in the United States, with co-location of our pharmacy and provider services in 40 states. We deliver a higher proportion of services in select regions with favorable demographics and regulatory environments, with approximately 53% of our revenue in 10 states for the year ended December 31, 2025. Our services are organized and managed through two reportable segments: Pharmacy Solutions and Provider Services.

    The Company’s scale, complementary service offerings, and geographic footprint also enable integrated and value-based care opportunities. Many of our patients today receive both pharmacy and provider services from the Company, thus simplifying their experience and supporting positive outcomes. Our integrated care and value-based care model is based on three important service enablers and three primary strategies. For enablers, we view (i) home-based primary care capabilities, (ii) a customized transitional care management program, and (iii) a clinical care coordination hub as essential to drive optimized quality and reduced cost outcomes. The Company has spent the last several years building out these three integrated and value-based care capabilities. In turn, these enablers are required to execute three key integrated and value-based care strategies, including (i) the coordination of clinically integrated care for patients receiving multiple Company services across settings and over time, (ii) providing multiple integrated (or bundled) services to senior living communities, behavioral providers, skilled nursing and rehabilitation facility providers, hospitals, and payors who all require our comprehensive offerings, and (iii) the execution of value-based care contracts, whether internal through

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    the Company’s own ACO shared savings arrangements and managed care plans or whether external through third-party government or managed care entities.

    Pharmacy Solutions

    We opportunistically provide pharmacy services when and where demanded and as required to customers and patients in their homes and communities, often in coordination with our provider services. The Company filled over 43 million prescriptions in 2025 from over 175 pharmacies across all 50 states, with services delivered to approximately 6,600 customer locations, approximately 73,000 individual or group homes, and over 410,000 patients, all through over 4,500 unique customer and payor contracts. Our leading pharmacy support across customer and patient settings is achieved through a focus on medication availability and reliability, cost containment, customer staff and patient support programs, clinical and regulatory education and support, and leading customer service. Infusion and Specialty Pharmacy prescriptions and Home and Community Pharmacy prescriptions have grown at more than 27% and 3%, respectively, from December 2024 to December 2025. We have a unique opportunity to increasingly provide more pharmacy services in the future to provider patients and patients transitioning across settings of care. Almost every one of the Company’s patients who receive provider services from us have a significant medication support need given their polypharmacy profile, which we have the opportunity to further address.

    Pharmacy services are a universal need and ongoing connection point across medically complex populations. Our pharmacy services delivered into homes and community settings for complex patients are extremely different as compared to retail pharmacy, with more challenging customer and patient needs and service requirements. The average Senior fills approximately 52 medication prescriptions per year, while our average pharmacy patient is usually prescribed approximately nine medications at a given time, or at least two times more than the average Senior. As a result, medication appropriateness, accuracy, and adherence are critical points of emphasis for promoting the overall long-term health and well-being of patients. Non-adherence causes approximately 40% of chronic disease treatment failures and 125,000 deaths per year in the United States. Further, non-adherence costs $100 billion annually, according to the JAMDA study. We deliver on our goals with 99.99% order accuracy and 99.34% order completeness.

    There are numerous success factors that we believe are important for long-term sustainability in the pharmacy industry. First, large scale, which our pharmacy platform has and is characterized by, is of critical importance. We are able to leverage our large pharmacy scale in purchasing and all supplier contracting, in operating and fixed expenses, in payor contracting, in technology and systems, in sales and marketing and with brand reputation, in being able to address customer and growth opportunities in more markets, in driving synergies post acquisitions, and in leveraging best practices, for example, in operational, quality, and compliance oversight and human resources and people management. Second, the Company has historically targeted and served home and community pharmacy customers, patients, and channels as different from a retail strategy. We believe that these service settings and channels are more challenging to serve and present the opportunity for greater customization of offerings, differentiation, and value-add to customers. Third, and related to the customer types and channels that we serve in pharmacy, we most often provide our services through a local pharmacy and delivery model. Many of our customers require same day pharmacy service or in-person administration, and this geographical requirement can only be met through local, physical pharmacies. Fourth, many of our customers and patients have different and more significant clinical, educational, and reimbursement needs as compared to the general population’s retail medication profile, which must be addressed through particular expertise and high-touch customer and patient support vehicles and resources. Fifth, and also due to the different setting profile, heightened needs, and medication therapy profile of our patient base, there is an increased importance on service levels and quality measures in our specific pharmacy service types. Companies that outperform on service and quality in our pharmacy customer and patient channels have the opportunity to differentiate themselves in the market and with payors.

    Infusion and Specialty Pharmacy

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

    From 10-Q filed 2026-07-31 (period ending 2026-06-30).

    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.”

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    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:

     

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    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

     

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    Held by

    holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

    Holder Type ETF MF Position ($) % of holder Δ % of holder Holder AUM

    Next expected filings

    • ~2026-10-27 10-Q expected by 2026-11-04 (in 44 days)
    • ~2027-02-23 10-K expected by 2027-03-05 (in 163 days)
    • ~2027-04-30 10-Q expected by 2027-05-08 (in 229 days)
    • ~2027-07-30 10-Q expected by 2027-08-07 (in 320 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-07-31 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-07-31 10-Q Quarterly Report
    • 2026-06-12 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-06-05 8-K Material Agreement Entered; Financial Statements and Exhibits
    • 2026-06-05 424B7 424B7
    • 2026-05-01 10-Q Quarterly Report
    • 2026-05-01 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-04-10 DEF 14A Proxy Statement
    • 2026-03-31 8-K Completion of Acquisition/Disposition; Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-03-04 8-K Material Agreement Entered; Financial Statements and Exhibits
    • 2026-02-27 10-K Annual Report
    • 2026-02-27 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-10-28 10-Q Quarterly Report
    • 2025-10-28 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-10-22 8-K Material Agreement Entered; Financial Statements and Exhibits