BTSG / BrightSpring Health Services, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BrightSpring Health Services, Inc. Reports Second Quarter 2025 Financial Results and Increases Full Year 2025 Guidance

BrightSpring Health Services, Inc. Reports Second Quarter 2025 Financial Results and Increases Full Year 2025 Guidance LOUISVILLE, Ky., August 1, 2025 — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, today announced financial results for the second quarter ended June 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41938 BrightSpring Health Services, Inc.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 01, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation)

Resignation Agreement, dated as of June 20, 2025, by and between Abode Healthcare, Inc. and Michael McMaude.

Resignation Agreement This Resignation Agreement (“Agreement”) is entered into by and between Abode Healthcare, Inc.

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (C

Underwriting Agreement, dated as of June 10, 2025, by and among BrightSpring Health Services, Inc., the Selling Stockholders, Goldman Sachs & Co. LLC, BofA Securities, Inc., and KKR Capital Markets LLC.

Exhibit 1.1 BrightSpring Health Services, Inc. 14,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement June 10, 2025 Goldman Sachs & Co. LLC BofA Securities, Inc. As Representatives of the several Underwriters, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 KKR Capital Markets LLC As Lead Manag

Calculation of Filing Fee Table Form 424(b)(7) (Form Type) BrightSpring Health Services, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form 424(b)(7) (Form Type) BrightSpring Health Services, Inc.

UNDERWRITING (CONFLICTS OF INTEREST)

Table of Contents  Filed Pursuant to Rule 424(b)(7)  Registration No. 333-287916 PROSPECTUS SUPPLEMENT (To Prospectus dated June 10, 2025) 14,000,000 Shares BrightSpring Health Services, Inc. Common Stock The selling stockholders named in this prospectus supplement, including KKR Phoenix Aggregator L.P., or the KKR Stockholder, and certain members of management, are offering an aggregate of 14,000

Filing Fee Table.

Calculation of Filing Fee Table Form S-3 Registration Statement under the Securities Act of 1933 (Form Type) BrightSpring Health Services, Inc.

For the Years Ended December 31,

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion analyzes our financial condition and results of operations and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report Form 10-K. This discussion contains forward-looking statements that involve risks and

FORM 8-K Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (C

UNDERWRITING (CONFLICTS OF INTEREST)

Table of Contents  Filed Pursuant to Rule 424(b)(7)  Registration No. 333-287916 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and neither we nor the selling stockholders are soliciting an offer to buy these

As filed with the Securities and Exchange Commission on June 10, 2025.

Table of Contents As filed with the Securities and Exchange Commission on June 10, 2025.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 4 Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 5 Consolidated Statements of Comprehensive Loss for the years ended December

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 03, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41938 BrightSpring Health Services, Inc.

BrightSpring Health Services, Inc. Reports First Quarter 2025 Financial Results and Increases Full Year 2025 Guidance

BrightSpring Health Services, Inc. Reports First Quarter 2025 Financial Results and Increases Full Year 2025 Guidance LOUISVILLE, Ky., May 2, 2025 — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, today announced financial results for the first quarter ended March 31, 2025,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 02, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Severance Agreement, dated April 14, 2025, by and between Res-Care Inc., d/b/a BrightSpring Health Services, and James Mattingly.

Exhibit 10.1 Severance Agreement This Severance Agreement (“Agreement”) is entered into by and between ResCare, Inc. d/b/a BrightSpring Health Services, a Kentucky corporation (“Employer”), and James Mattingly, a resident of the State of Kentucky (“Executive”), wherein the parties agree as follows: 1. Definitions. Throughout this Agreement, the term “Company,” used alone, shall include each and al

FORM 8-K/A Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K s (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4

BrightSpring Health Services, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results and Increases Full Year 2025 Guidance

BrightSpring Health Services, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results and Increases Full Year 2025 Guidance LOUISVILLE, Ky., March 6, 2025 — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, today announced financial results for the fourth quarter and

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 06, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (

Amended and Restated Employment Agreement between Res-Care, Inc. and Jennifer Phipps, effective as of January 1, 2023.

Exhibit 10.26 BRIGHTSPRING HEALTH SERVICES 805 N. Whittington Parkway Louisville, KY 40222 (502) 394-2100 www.BrightSpringHealth.com AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 1st day of January, 2023, between Res-Care, Inc. DBA BrightSpring Health Services (the "Company"), and Jennifer Phipps ("Executive"). WH

Securities Trading Policy

Exhibit 19.1 BRIGHTSPRING HEALTH SERVICES, INC. SECURITIES TRADING POLICY This Securities Trading Policy (“Policy”) contains the following sections: 1.0 General 2.0 Definitions 3.0 Statement of Policy 4.0 Other Prohibited Transactions 5.0 Certain Limited Exceptions 6.0 Pre-clearance of Trades and Other Procedures 7.0 10b5-1 and Other Trading Plans 8.0 Potential Criminal and Civil Liability and/or

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 05, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (

BrightSpring Health Services, Inc. Announces Promotion of Jennifer Phipps to Chief Financial Officer

BrightSpring Health Services, Inc. Announces Promotion of Jennifer Phipps to Chief Financial Officer LOUISVILLE, KENTUCKY, March 5, 2025 – BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG) a leading provider of home and community-based pharmacy and health services for complex populations, today announced the promotion of Jennifer Phipps to Chief Financial Officer.

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).

EXHIBIT 2.1 PURCHASE AGREEMENT dated as of January 17, 2025 by and among RES-CARE, INC., (AS “RES-CARE”), THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS, NATIONAL MENTOR HOLDINGS, INC. (AS “BUYER”), and BRIGHTSPRING HEALTH SERVICES, INC. (solely for purposes of Section 5.24) (AS “SELLER GUARANTOR”) TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1. Certain Defined Terms 1 Article II PURC

BrightSpring Health Services, Inc. Enters into Definitive Agreement to Divest Community Living Business to Sevita; Reports Preliminary 2024 Financial Results and Provides 2025 Guidance Excluding Community Living

BrightSpring Health Services, Inc. Enters into Definitive Agreement to Divest Community Living Business to Sevita; Reports Preliminary 2024 Financial Results and Provides 2025 Guidance Excluding Community Living • Streamlined organization and Provider Services segment to optimize resource allocation • Provider Services focus on Home Health/Hospice, Personal Care, Rehabilitation Services, and Care

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation)

BrightSpring Health Services, Inc. Announced Refinancing of Term Loan B

BrightSpring Health Services, Inc. Announced Refinancing of Term Loan B LOUISVILLE, KENTUCKY, December 11, 2024 – BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, completed the successful refinancing of all of its $2.55 billion Term Loan B facility due February 2031, through

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation

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).

Exhibit 10.1 Execution Version AMENDMENT NO. 9, dated as of December 11, 2024 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated as of May 13, 2019, as supplemented by the Joinder Agreement, dated as of September 30, 2019, as amended by Amendment No. 1, dated as of January 30, 2020, as amended by Joinder Agreement and Amendme

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation

BTSG.U / BrightSpring Health Services, Inc. - Preferred Security / Walgreens Boots Alliance, Inc. - SC 13G Passive Investment

SC 13G 1 d897677dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* BRIGHTSPRING HEALTH SERVICES, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 10950 A106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41938 BrightSpring Health Services, Inc.

BrightSpring Health Services, Inc. Reports Third Quarter 2024 Financial Results and Increases Full Year 2024 Guidance

BrightSpring Health Services, Inc. Reports Third Quarter 2024 Financial Results and Increases Full Year 2024 Guidance LOUISVILLE, Ky., November 1, 2024 — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, today announced financial results for the third quarter ended September 3

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 01, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation

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.

Exhibit 10.2 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 8 JOINDER AGREEMENT AND AMENDMENT NO. 8, dated as of September 17, 2024 (this “Agreement”), by and among CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “Incremental Lender”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc. (“Holdings”), each 2020 Additional Revolving Credit Le

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation)

Amended and Restated Employment Agreement, dated as of October 11, 2024, by and between Res-Care, Inc. and Steven S. Reed.

EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Employment Agreement”) is made as of October 11, 2024, between Res-Care, Inc., a Kentucky corporation (the “Company”), and Steven S. Reed (the “Employee”). RECITALS: WHEREAS, the Company and Employee previously entered into that certain Employment Agreement effective April 15, 2013, as amended o

Special Retention Agreement, dated as of October 11, 2024, by and between Res-Care, Inc. and Steven S. Reed.

EXHIBIT 10.2 Special Retention Agreement This Special Retention Agreement (this “Agreement”) is entered into by and between ResCare, Inc., a Kentucky corporation (“ResCare”), and Steven S. Reed, a resident of the State of Kentucky (“Executive”), wherein the parties agree as follows: 1. Definitions. Throughout this Agreement, the term “Company,” used alone, shall include each and all of the followi

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporatio

BrightSpring Health Services, Inc. Welcomes Dr. Steve Miller to Board of Directors

FOR IMMEDIATE RELEASE Media Contact: Leigh White [email protected] 502.630.7412 BrightSpring Health Services, Inc. Welcomes Dr. Steve Miller to Board of Directors Louisville, Ky., September 30, 2024 — BrightSpring Health Services (“BrightSpring” or “the Company”) (NASDAQ: BTSG), a leading provider of home- and community-based health services for complex populations, today announce

BTSG.U / BrightSpring Health Services, Inc. - Preferred Security / KKR Phoenix Aggregator L.P. - SC 13D Activist Investment

SC 13D 1 ef20036003sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BrightSpring Health Services, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 10950 A106 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yar

Exhibit B

EX-99.B 3 ef20063003ex-b.htm EXHIBIT B Exhibit B POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place a

Exhibit A

EX-99.A 2 ef20063003ex-a.htm EXHIBIT A Exhibit A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of BrightSpring Health Services, Inc. is being filed, and a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41938 BrightSpring Health Services, Inc.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 02, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation)

BrightSpring Health Services, Inc. Reports Second Quarter 2024 Financial Results and Increases Full Year 2024 Guidance

BrightSpring Health Services, Inc. Reports Second Quarter 2024 Financial Results and Increases Full Year 2024 Guidance LOUISVILLE, Ky., August 2, 2024 — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, today announced financial results for the second quarter ended June 30, 20

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (C

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (Co

BrightSpring Health Services, Inc. Senior Executive Cash Incentive Bonus Plan

Exhibit 10.1 BRIGHTSPRING HEALTH SERVICES, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible employees of BrightSpring Health Services, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie the

BrightSpring Health Services, Inc. Reports First Quarter 2024 Financial Results and Increases Full Year 2024 Guidance

BrightSpring Health Services, Inc. Reports First Quarter 2024 Financial Results and Increases Full Year 2024 Guidance LOUISVILLE, Ky., May 2, 2024 — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, today announced financial results for the first quarter ended March 31, 2024,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 02, 2024 BrightSpring Health Services, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (Co

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.

Exhibit 10.1 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 7, dated as of February 21, 2024 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated as of May 13, 2019, as supplemented by the Joinder Agreement, dated as of September 30, 2019, as amended by Amendment No. 1, dated as of January 30, 2020, as amended by Joinder

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41938 BrightSpring Health Services, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 26, 2024 BrightSpring Health Services, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-419

Description of Securities.

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Upon the consummation of its initial public offering (“IPO”) in January 2024, BrightSpring Health Services, Inc. (the “Company,” “BTSG,” “we,” or “our”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exch

BrightSpring Health Services, Inc. Incentive Compensation Clawback Policy

Exhibit 97.1 BrightSpring Health Services, Inc. Incentive Compensation Clawback Policy (As adopted as of January 26, 2024 Pursuant to Nasdaq Rule 5608) 1. Overview. The Board of Directors (the “Board”) of BrightSpring Health Services, Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation in

BRIGHTSPRING HEALTH SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2023 and 2022 (In thousands, except share and per share data) December 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 13,071 $

Exhibit 99.1 BrightSpring Health Services, Inc. Reports Financial Results for Fourth Quarter and Full Year 2023 and Provides Full Year 2024 Guidance LOUISVILLE, Ky., Feb. 29, 2024 (GLOBE NEWSWIRE) — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG) announced today financial results for the fourth quarter and full year ended December 31, 2023. Fourth Quarter 2023 F

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 29, 2024 BrightSpring Health Services, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 21, 2024 BrightSpring Health Services, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation

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. (with amended First Lien Credit Agreement attached as Exhibit A).

Exhibit 10.1 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 7, dated as of February 21, 2024 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated as of May 13, 2019, as supplemented by the Joinder Agreement, dated as of September 30, 2019, as amended by Amendment No. 1, dated as of January 30, 2020, as amended by Joinder

Underwriting Agreement relating to the Common Stock, dated January 25, 2024, between BrightSpring Health Services, Inc. and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto.

Exhibit 1.1 BrightSpring Health Services, Inc. 53,333,334 Shares Common Stock ($0.01 par value) Underwriting Agreement January 25, 2024 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 As Representative of the several Underwriters, Ladies and Gentlemen: BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in

Amended and Restated Bylaws of BrightSpring Health Services, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BRIGHTSPRING HEALTH SERVICES, INC. ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of BrightSpring Health Services, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the Un

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.

Exhibit 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 of Equity-Linked Securities from time to time as provided herein and as Trustee under the Indenture referred to herein TABLE OF CONTENTS Page Article I DEFINITIONS AND OTHER

Second Amended and Restated Certificate of Incorporation of BrightSpring Health Services, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHTSPRING HEALTH SERVICES, INC. * * * * * The present name of the corporation is BrightSpring Health Services, Inc. (the “Corporation”). The Corporation was incorporated under the name “Phoenix Parent Holdings Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delawa

Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.4 BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 30, 2024 Senior Securities Table of Contents Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 5 Section 1.03 Form of Documents Delivered to Trustee

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.

Exhibit 4.5 BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent and Security Registrar First Supplemental Indenture Dated as of January 30, 2024 to Indenture Dated as of January 30, 2024 10.00% Senior Amortizing Notes due 2027 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 25, 2024 BrightSpring Health Services, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41938 82-2956404 (State or Other Jurisdiction of Incorporation)

Underwriting Agreement relating to the Units, dated January 25, 2024, between BrightSpring Health Services, Inc. and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto.

Exhibit 1.2 BrightSpring Health Services, Inc. 8,000,000 6.75% Tangible Equity Units Underwriting Agreement January 25, 2024 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 As Representative of the several Underwriters, Ladies and Gentlemen: BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in

BrightSpring Health Services, Inc. 2024 Equity Incentive Plan.

Exhibit 10.1 BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the BrightSpring Health Services, Inc. 2024 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company a

As filed with the Securities and Exchange Commission on January 26, 2024

As filed with the Securities and Exchange Commission on January 26, 2024 Registration No.

BrightSpring Health Services, Inc. Concurrent Offerings of 53,333,334 Shares of Common Stock (the “Common Stock Offering”) 8,000,000 6.75% Tangible Equity Units (the “Units Offering”)

Filed pursuant to Rule 433 Dated January 25, 2024 Issuer Free Writing Prospectus supplementing the Preliminary Prospectuses dated January 25, 2024 Registration No.

53,333,334 Shares BrightSpring Health Services, Inc. Common Stock

Table of Contents Filed pursuant to 424(b)(4) Registration No. 333-276348 Prospectus 53,333,334 Shares BrightSpring Health Services, Inc. Common Stock This is the initial public offering of common stock of BrightSpring Health Services, Inc. We are offering 53,333,334 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offerin

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) BrightSpring Health Services, Inc.

8,000,000 Units BrightSpring Health Services, Inc. 8,000,000 6.75% Tangible Equity Units

Table of Contents Filed pursuant to 424(b)(4) Registration No. 333-276348 Prospectus 8,000,000 Units BrightSpring Health Services, Inc. 8,000,000 6.75% Tangible Equity Units We are offering 8,000,000 6.75% tangible equity units, or “Units.” Each Unit has a stated amount of $50.00. Each Unit is comprised of (i) a prepaid stock purchase contract, or “purchase contract,” issued by us and (ii) a senio

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BrightSpring Health Services, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2956404 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identif

BrightSpring Health Services, Inc. 2024 Equity Incentive Plan.

Exhibit 4.4 BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the BrightSpring Health Services, Inc. 2024 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company an

Form of Employee Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan (IPO Grants).

Exhibit 10.23 Employee Form IPO Grants RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restr

As filed with the Securities and Exchange Commission on January 25, 2024

Table of Contents As filed with the Securities and Exchange Commission on January 25, 2024 Registration No.

Form of Option Agreement under the 2024 Equity Incentive Plan (IPO Grants).

Exhibit 10.25 IPO Grant Form OPTION GRANT NOTICE UNDER THE BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option represent

[Signature Page Follows]

January 23, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: BrightSpring Health Services, Inc. Registration Statement on Form S-1 File No. 333-276348 Acceleration Request Requested Date: January 25, 2024 Requested Time: 4:00 p.m., Washington D.C. time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Ac

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-2948 E-mail Address [email protected]

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-2948 E-mail Address jkaufman@stblaw.

BRIGHTSPRING HEALTH SERVICES, INC. 805 N. Whittington Parkway Louisville, Kentucky 40222

BRIGHTSPRING HEALTH SERVICES, INC. 805 N. Whittington Parkway Louisville, Kentucky 40222 January 23, 2024 VIA EDGAR TRANSMISSION Re: Acceleration Request for BrightSpring Health Services, Inc. Registration Statement on Form S-1 (File No. 333-276348) Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C.

Form of Second Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHTSPRING HEALTH SERVICES, INC. * * * * * The present name of the corporation is BrightSpring Health Services, Inc. (the “Corporation”). The Corporation was incorporated under the name “Phoenix Parent Holdings Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delawa

Form of Director Restricted Unit Agreement under the 2024 Equity Incentive Plan

Exhibit 10.22 Non-Employee Director Form RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Res

Form of Option Agreement under the 2024 Equity Incentive Plan (Post-IPO Grants).

Exhibit 10.26 Post-IPO Grant Form OPTION GRANT NOTICE UNDER THE BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option repr

As filed with the Securities and Exchange Commission on January 17, 2024

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 17, 2024 Registration No.

Form of Employee Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan (IPO Grants).

Exhibit 10.23 Employee Form IPO Grants RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restr

Form of Employee Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan (Post-IPO Grants).

Exhibit 10.24 Employee Form Post-IPO Grants RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of

Form of Amended and Restated Bylaws of the Registrant.

Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF BRIGHTSPRING HEALTH SERVICES, INC. ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of BrightSpring Health Services, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places i

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) BrightSpring Health Services, Inc.

Form of Option Agreement (IPO Grants) under the 2024 Equity Incentive Plan.

Exhibit 10.25 IPO Grant Form OPTION GRANT NOTICE UNDER THE BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option represent

Form of 2024 Equity Incentive Plan.

Exhibit 10.21 BRIGHTSPRING HEALTH SERVICES, INC. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the BrightSpring Health Services, Inc. 2024 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company

Form of Underwriting Agreement relating to the Units.

Exhibit 1.2 BrightSpring Health Services, Inc. [ • ] [ • ]% Tangible Equity Units Underwriting Agreement [ • ], 2024 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 As Representative of the several Underwriters, Ladies and Gentlemen: BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule

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 affiliates, and AmerisourceBergen Drug Corporation and its affiliate, dated as of March 18, 2013.

Exhibit 10.17 WALGREEN – AMERISOURCEBERGEN JOINDER AGREEMENT & EIGHTH AMENDMENT TO THE PHARMACEUTICAL PURCHASE AND DISTRIBUTION AGREEMENT This Joinder Agreement & Eighth Amendment to the Pharmaceutical Purchase And Distribution Agreement (“Eighth Amendment”) is entered into as of December 7, 2017 by AmerisourceBergen Drug Corporation, a Delaware corporation, and its affiliate, J.M. Blanco, Inc. (“

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.

Exhibit 10.6 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 2 JOINDER AGREEMENT AND AMENDMENT NO. 2, dated as of June 30, 2020 (this “Agreement”), by and among Crédit Agricole Corporate and Investment Bank (the “2020 Additional Revolving Credit Lender” and “2020 Letter of Credit Issuer”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a

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.

Exhibit 10.1 Execution Version AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG PHOENIX PARENT HOLDINGS INC., KKR PHOENIX AGGREGATOR L.P., WALGREEN CO., KKR AMERICAS FUND XII L.P., SOLELY FOR CERTAIN SECTIONS AS SET FORTH HEREIN WALGREENS BOOTS ALLIANCE, INC., SOLELY FOR CERTAIN SECTIONS AS SET FORTH HEREIN AND PHARMERICA CORPORATION, SOLELY FOR A CERTAIN SECTION AS SET FORTH HEREIN March 5, 201

Employment Agreement between Res-Care, Inc. and Steven S. Reed, effective as of May 1, 2014.

Exhibit 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is made as of May 1, 2014, between RES-CARE, INC., a Kentucky corporation (the “Company”), and Steven S. Reed (the “Employee”). RECITALS: WHEREAS, the Company and Employee previously entered into that certain Employment Agreement effective April 15, 2013, as amended (the “Prior Agreement”); WHEREAS, the initial t

As filed with the Securities and Exchange Commission on January 10, 2024

S-1/A As filed with the Securities and Exchange Commission on January 10, 2024 Registration No.

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.

Exhibit 10.4 EXECUTION VERSION JOINDER AGREEMENT JOINDER AGREEMENT, dated as of September 30, 2019 (this “Agreement”), by and among BANK OF MONTREAL, DEUTSCHE BANK AG NEW YORK BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. (each, a “New Revolving Loan Lender”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc. (“Holdings”) an

Form T-1 Statement of Eligibility with respect to the Indenture.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Amendment No. 2, dated as of June 30, 2023, by and among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., Phoenix Guarantor Inc., and Wilmington Trust, National Association, as the Administrative Agent to the Second Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Wilmington Trust, National Association.

Exhibit 10.14 AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT AMENDMENT NO. 2 dated as June 30, 2023 (this “Amendment”), by and among the Holdings (as defined below), the Borrower (as defined below) and Wilmington Trust, National Association, as the Administrative Agent and Collateral Agent. WHEREAS, reference is hereby made to that certain Second Lien Credit Agreement, dated as of March 5, 2019 (

Amended and Restated Monitoring Agreement, dated as of March 5, 2019, among Phoenix Guarantor Inc., PharMerica Corporation, Kohlberg Kravis Roberts & Co. L.P., and Walgreens Boots Alliance, Inc.

Exhibit 10.15 Execution Version Phoenix Guarantor, Inc. 1901 Campus Place Louisville, Kentucky 40299 March 5, 2019 Kohlberg Kravis Roberts & Co L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 Re: Amended and Restated Monitoring Agreement Ladies and Gentlemen: On December 7, 2017, PharMerica Corporation, a Delaware corporation (“PharMerica”), entered into that certain monitoring agreem

Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jon B. Rousseau, dated November 22, 2023.

Exhibit 10.29 EXECUTION VERSION OPTION GRANT NOTICE UNDER THE AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN BrightSpring Health Services, Inc. (the “Company”), pursuant to the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Opti

Amendment No. 1, dated as of April 15, 2020, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the several lenders from time to time parties thereto, and Wilmington Trust, National Association, as the Administrative Agent to the Second Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Wilmington Trust, National Association.

Exhibit 10.13 AMENDMENT No. 1, dated as of April 15, 2020 (this “Amendment”), to Second Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, and as otherwise may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), Ph

Form of Purchase Contract (included in Exhibit 4.2).

Exhibit 4.2 PURCHASE CONTRACT AGREEMENT Dated as of [•], 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 of Equity-Linked Securities from time to time as provided herein and as Trustee under the Indenture referred to herein TABLE OF CONTENTS Page Article I DEFINITIONS AND OTHER PROVIS

Employment Agreement between Res-Care, Inc. and Robert A. Barnes, effective as of July 9, 2018.

Exhibit 10.24 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 5th day of June, 2018, between Res-Care, Inc. (“the Company”) and Robert Barnes (“Employee”). WHEREAS, the Employee accepts the position of EVP and President of Residential I/DD for the Company and the Company is desirous of having Employee assume such position; and WHEREAS, The Company and the Employee d

Inc., as Holdings, Phoenix Guarantor Inc., as the Borrower, the several lenders from time to time party thereto, and Wilmington Trust, National Association, as the Administrative Agent and the Collateral Agent.

Exhibit 10.11 EXECUTION VERSION SECOND 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 Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative Agent and the Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE LOAN FUNDING LL

Amendment to WBAD – Membership Agreement, by and among Walgreens Boots Alliance Development GmbH and PharMerica Corporation, dated as of April 20, 2022.

Exhibit 10.19 April 20, 2022 PharMerica Corporation 1901 Campus Place Louisville, KY 40299 Attn: Robert Dries RE: WBAD - Membership Agreement Dear Mr. Dries: In connection with that WBAD - Membership Agreement, dated May 30, 2018 (“Agreement”) by and between PharMerica Corporation (“PharMerica”) and Walgreens Boots Alliance Development GmbH (“WBAD”), WBAD and PharMerica wish to amend the Agreement

Option Cancellation Agreement between BrightSpring Health Services, Inc., Jon B. Rousseau, and The Margaret Rousseau Children Trust, dated November 22, 2023.

Exhibit 10.28 EXECUTION VERSION OPTION CANCELLATION AGREEMENT THIS OPTION CANCELLATION AGREEMENT (this “Agreement”) is made and entered into this 22nd day of November, 2023 (the “Effective Date”), by and between BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), Jon B. Rousseau (“JBR”), and The Margaret Rousseau Children Trust (the “Children Trust”, and together with JBR,

Form of Underwriting Agreement relating to the common stock.

Exhibit 1.1 BrightSpring Health Services, Inc. [ • ] Shares Common Stock ($0.01 par value) Underwriting Agreement [ • ], 2024 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 As Representative of the several Underwriters, Ladies and Gentlemen: BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule

Registration Rights Agreement, dated as of December 7, 2017, by and among Phoenix Parent Holdings Inc., KKR Phoenix Aggregator L.P., and Walgreens Co. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 10, 2024)

Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2017, is by and among Phoenix Parent Holdings Inc., a Delaware corporation (the “Corporation”), KKR Phoenix Aggregator L.P., a Delaware limited partnership (“KKR”), Walgreen Co., an Illinois corporation (“Walgreens” and, together with the KKR and any other stoc

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.

Exhibit 10.2 Execution Version 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 Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and the Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE LOAN FUNDING LLC, JE

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 Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc.

Exhibit 10.8 Execution Version AMENDMENT NO. 4, dated as of April 8, 2021 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, as supplemented by the Joinder Agreement, dated as of September 30, 2019, as amended by Amendment No. 1, dated as of January 30, 2020, as amended by Joinder Agreement and Amendment No. 2,

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.

Exhibit 10.3 TECHNICAL AMENDMENT TECHNICAL AMENDMENT (this “Amendment”), dated as of May 17, 2019, to the First Lien Credit Agreement dated as of March 5, 2019 (the “Credit Agreement”, terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement), among PHOENIX INTERMEDIATE HOLDINGS INC. (“Holdings”), PHOENIX GUARANTOR INC. (the “Borrower”),

WBAD – Membership Agreement, by and among Walgreens Boots Alliance Development GmbH and PharMerica Corporation, dated as of May 30, 2018.

Exhibit 10.18 WBAD - MEMBERSHIP AGREEMENT This WBAD - MEMBERSHIP AGREEMENT (this “Agreement”), dated as of May 30, 2018, is by and among, Walgreens Boots Alliance Development GmbH, a private limited liability company incorporated under the laws of Switzerland, having its registered office at Bogenschützenstrasse 9A, CH 3008 Bern, Switzerland and registered in the Register of Commerce and Companies

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.

Exhibit 10.5 EXECUTION VERSION AMENDMENT No. 1, dated as of January 30, 2020 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, as amended by the Joinder Agreement, dated as of September 30, 2019, and as otherwise may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreeme

Technical Amendment, dated as of May 17, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the Lenders party thereto, and Wilmington Trust, National Association, as the Administrative Agent to the Second Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto, and Wilmington Trust, National Association.

Exhibit 10.12 TECHNICAL AMENDMENT TECHNICAL AMENDMENT (this “Amendment”), dated as of May 17, 2019, to the Second Lien Credit Agreement dated as of March 5, 2019 (the “Credit Agreement”, terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement), among PHOENIX INTERMEDIATE HOLDINGS INC. (“Holdings”), PHOENIX GUARANTOR INC. (the “Borrower”)

Subsidiaries of the Registrant.

Exhibit 21.1 LIST OF SUBSIDIARIES SUBSIDIARY Jurisdiction of Organization or Incorporation Abode Healthcare, Inc. Delaware Alternative Youth Services, Inc. Delaware BrightSpring Health Holdings Corp. Delaware Capital TX Investments, Inc. Delaware CATX Properties, Inc. Delaware CNC / Access, Inc. Rhode Island Community Advantage, Inc. Delaware Community Alternatives Illinois, Inc. Delaware Communit

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Form of Supplemental Indenture relating to the Amortizing Note.

Exhibit 4.6 BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent and Security Registrar First Supplemental Indenture Dated as of [•], 2024 to Indenture Dated as of [•], 2024 [•]% Senior Amortizing Notes due 2027 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Scope of Supple

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.

Exhibit 10.9 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 5 JOINDER AGREEMENT AND AMENDMENT NO. 5, dated as of April 16, 2021 (this “Agreement”), by and among Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), the Amendment No. 5 Incremental Term Loan Lenders (as defined below) party hereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent. RECITALS: WHERE

Form of Director and Executive Officer Indemnification Agreement.

Exhibit 10.31 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of [•], 20[•] (this “Agreement”) and is between BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors o

Form of Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jim Mattingly, Robert Barnes, Steven Reed, and Jennifer Yowler.

Exhibit 10.30 OPTION GRANT NOTICE UNDER THE AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN Phoenix Parent Holdings Inc. (the “Company”), pursuant to the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option represe

Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jon B. Rousseau, dated October 16, 2019.

Exhibit 10.27 Execution OPTION GRANT NOTICE UNDER THE AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN Phoenix Parent Holdings Inc. (the “Company”), pursuant to the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Opti

Employment Agreement between PharMerica Corporation and Jennifer Yowler, effective as of May 4, 2019.

Exhibit 10.26 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 4th day of May, 2019, between PharMerica Corporation (“the Company”) and Jennifer Yowler (“Employee”). WHEREAS, the Employee accepts the position of Sr. Vice President and Chief Financial Officer (at PharMerica) for the Company and the Company is desirous of having Employee assume such position; and WHERE

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.

Exhibit 10.7 EXECUTION VERSION JOINDER AGREEMENT AND AMENDMENT NO. 3 JOINDER AGREEMENT AND AMENDMENT NO. 3, dated as of October 7, 2020 (this “Agreement”), by and among Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), the Tranche B-2 Term Loan Lenders (as defined below) party hereto and Morgan Stanley Senior F

Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan.

Exhibit 10.20 Final Version AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan is to provide a means through which the Company and other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, co

Form of Indenture relating to Senior Securities.

Exhibit 4.5 BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [•], 2024 Senior Securities Table of Contents Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 5 Section 1.03 Form of Documents Delivered to Trustee 6 Secti

Employment Agreement between Phoenix Parent Holdings Inc. and Jon B. Rousseau, effective as of March 5, 2019.

Exhibit 10.22 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is executed as of the Execution Date (as defined in Section 1 below) but made effective as of March 5, 2019, between PHOENIX PARENT HOLDINGS INC., a Delaware corporation (the “Company”), and JON B. ROUSSEAU (the “Employee”). RECITALS: WHEREAS, Res-Care, Inc., a subsidiary of Onex ResCare Holding

Management Stockholders’ Agreement, dated as of December 7, 2017, by and among the Registrant, KKR Phoenix Aggregator, L.P., and the other parties thereto.

Exhibit 10.16 Execution Version MANAGEMENT STOCKHOLDERS’ AGREEMENT This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of December 7, 2017, by and among (i) Phoenix Parent Holdings Inc., a Delaware corporation (the “Company”), (ii) KKR Phoenix Aggregator, L.P., a Delaware limited partnership, and each other member of the Sponsor Group which may become a party hereto by execution

Amended and Restated Employment Agreement between Res-Care, Inc. and James Mattingly, dated December 14, 2017.

Exhibit 10.23 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 14th day of December, 2017, between Res-Care, Inc. (“the Company”) and James Mattingly (“Employee”). WHEREAS, the Company and Employee previously entered into an Employment Agreement (“EA”); and WHEREAS, the Company currently employs Employee; and WHEREAS, the Com

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.

Exhibit 10.10 JOINDER AGREEMENT AND AMENDMENT NO. 6 JOINDER AGREEMENT AND AMENDMENT NO. 6, dated as of June 30, 2023 (this “Agreement”), by and among Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), each Amendment No. 6 Revolving Credit Lender (as defined below), each Amendment No. 6 Revolving Letter of Credit

Consent of Olivia Kirtley to be named as a director nominee.

Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE In connection with the filing by BrightSpring Health Services, Inc. of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Se

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Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) BrightSpring Health Services, Inc.

As filed with the Securities and Exchange Commission on January 2, 2024

Table of Contents As filed with the Securities and Exchange Commission on January 2, 2024 Registration No.

Confidential Treatment Requested by BrightSpring Health Services, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted with the Securities and Exchange Commission on December 18, 2023

Table of Contents Confidential Treatment Requested by BrightSpring Health Services, Inc.

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Confidential Treatment Requested by BrightSpring Health Services, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted with the Securities and Exchange Commission on November 9, 2023

Table of Contents Confidential Treatment Requested by BrightSpring Health Services, Inc.

Confidential Treatment Requested by BrightSpring Health Services, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted with the Securities and Exchange Commission on September 29, 2023

Table of Contents Confidential Treatment Requested by BrightSpring Health Services, Inc.

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Confidential Treatment Requested by BrightSpring Health Services, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted with the Securities and Exchange Commission on August 28, 2023

Table of Contents Confidential Treatment Requested by BrightSpring Health Services, Inc.

2

November 23, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.

Amended and Restated Monitoring Agreement, dated as of March 5, 2019, among Phoenix Guarantor Inc., PharMerica Corporation, Kohlberg Kravis Roberts & Co. L.P. and Walgreens Boots Alliance, Inc.

Exhibit 10.11 Execution Version Phoenix Guarantor, Inc. 1901 Campus Place Louisville, Kentucky 40299 March 5, 2019 Kohlberg Kravis Roberts & Co L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 Re: Amended and Restated Monitoring Agreement Ladies and Gentlemen: On December 7, 2017, PharMerica Corporation, a Delaware corporation (?PharMerica?), entered into that certain monitoring agreem

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.

Exhibit 10.2 Execution Version 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 Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and the Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE LOAN FUNDING LLC, JE

As filed with the Securities and Exchange Commission on January 14, 2022

As filed with the Securities and Exchange Commission on January 14, 2022 Registration No.

Registration Rights Agreement, dated as of December 7, 2017, by and among the Registrant, KKR Phoenix Aggregator L.P. and Walgreen Co.

Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2017, is by and among Phoenix Parent Holdings Inc., a Delaware corporation (the “Corporation”), KKR Phoenix Aggregator L.P., a Delaware limited partnership (“KKR”), Walgreen Co., an Illinois corporation (“Walgreens” and, together with the KKR and any other stoc

Employment Agreement between Res-Care, Inc. and Robert A. Barnes, dated June 5, 2018.

Exhibit 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is made as of this 5th day of June, 2018, between Res-Care, Inc. (?the Company?) and Robert Barnes (?Employee?). WHEREAS, the Employee accepts the position of EVP and President of Residential I/DD for the Company and the Company is desirous of having Employee assume such position; and WHEREAS, The Company and the Employee d

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.

Exhibit 10.7 EXECUTION VERSION JOINDER AGREEMENT AND AMENDMENT NO. 3 JOINDER AGREEMENT AND AMENDMENT NO. 3, dated as of October 7, 2020 (this “Agreement”), by and among Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), the Tranche B-2 Term Loan Lenders (as defined below) party hereto and Morgan Stanley Senior F

Form of Indenture relating to Senior Securities.

Exhibit 4.5 BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, and U.S. BANK N.A., as Trustee INDENTURE Dated as of [•], 2022 Senior Securities Table of Contents Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 6 Section 1.03 Form of Documents Delivered to Trustee 6 Section 1.04 Acts of Holders; Record

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.

Exhibit 10.4 EXECUTION VERSION JOINDER AGREEMENT JOINDER AGREEMENT, dated as of September 30, 2019 (this “Agreement”), by and among BANK OF MONTREAL, DEUTSCHE BANK AG NEW YORK BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. (each, a “New Revolving Loan Lender”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc. (“Holdings”) an

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.

Exhibit 10.1 Execution Version AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT AMONG PHOENIX PARENT HOLDINGS INC., KKR PHOENIX AGGREGATOR L.P., WALGREEN CO., KKR AMERICAS FUND XII L.P., SOLELY FOR CERTAIN SECTIONS AS SET FORTH HEREIN WALGREENS BOOTS ALLIANCE, INC., SOLELY FOR CERTAIN SECTIONS AS SET FORTH HEREIN AND PHARMERICA CORPORATION, SOLELY FOR A CERTAIN SECTION AS SET FORTH HEREIN March 5, 201

Management Stockholders’ Agreement, dated as of December 7, 2017, by and among the Registrant, KKR Phoenix Aggregator, L.P. and the other parties thereto.

EX-10.12 17 d244865dex1012.htm EX-10.12 Exhibit 10.12 Execution Version MANAGEMENT STOCKHOLDERS’ AGREEMENT This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of December 7, 2017, by and among (i) Phoenix Parent Holdings Inc., a Delaware corporation (the “Company”), (ii) KKR Phoenix Aggregator, L.P., a Delaware limited partnership, and each other member of the Sponsor Group whic

Form of 2022 Equity Incentive Plan.

Exhibit 10.14 BRIGHTSPRING HEALTH SERVICES, INC. 2022 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the BrightSpring Health Services, Inc. 2022 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company

Employment Agreement between Phoenix Parent Holdings Inc. and Jon B. Rousseau, effective as of March 5, 2019.

EX-10.15 20 d244865dex1015.htm EX-10.15 Exhibit 10.15 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is executed as of the Execution Date (as defined in Section 1 below) but made effective as of March 5, 2019, between PHOENIX PARENT HOLDINGS INC., a Delaware corporation (the “Company”), and JON B. ROUSSEAU (the “Employee”). RECITALS: WHEREAS, Res-Care, In

Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Bob Dries, dated October 16, 2019.

Exhibit 10.22 Execution Version OPTION GRANT NOTICE UNDER THE AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN Phoenix Parent Holdings Inc. (the ?Company?), pursuant to the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan, as may be amended from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Options (e

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.

Exhibit 10.3 TECHNICAL AMENDMENT TECHNICAL AMENDMENT (this “Amendment”), dated as of May 17, 2019, to the First Lien Credit Agreement dated as of March 5, 2019 (the “Credit Agreement”, terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement), among PHOENIX INTERMEDIATE HOLDINGS INC. (“Holdings”), PHOENIX GUARANTOR INC. (the “Borrower”),

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 Phoenix Intermediate Holdings Inc., Phoenix Guarantor Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc.

Exhibit 10.8 Execution Version AMENDMENT NO. 4, dated as of April 8, 2021 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, as supplemented by the Joinder Agreement, dated as of September 30, 2019, as amended by Amendment No. 1, dated as of January 30, 2020, as amended by Joinder Agreement and Amendment No. 2,

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.

Exhibit 10.9 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 5 JOINDER AGREEMENT AND AMENDMENT NO. 5, dated as of April 16, 2021 (this “Agreement”), by and among Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), the Amendment No. 5 Incremental Term Loan Lenders (as defined below) party hereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent. RECITALS: WHERE

Form of Supplemental Indenture relating to the Amortizing Note.

Exhibit 4.6 BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, AND U.S. BANK N.A., as Trustee First Supplemental Indenture Dated as of [•], 2022 to Indenture Dated as of [•], 2022 [•]% Senior Amortizing Notes due 2025 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Scope of Supplemental Indenture; General 1 Section 1.02. Definitions 2 ARTICLE 2 TH

Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Bob Dries, dated May 12, 2020.

Exhibit 10.23 Exhibit B Dries Option Agreement OPTION GRANT NOTICE UNDER THE AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN Phoenix Parent Holdings Inc. (the “Company”), pursuant to the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the Participant set forth below the numbe

Second 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 party thereto and Wilmington Trust, National Association, as the Administrative Agent and the Collateral Agent.

EX-10.10 15 d244865dex1010.htm EX-10.10 Exhibit 10.10 EXECUTION VERSION SECOND 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 Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative Agent and the Collateral Agent, MORGAN STANLEY SENIOR FUND

Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan.

Exhibit 10.13 Final Version AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan is to provide a means through which the Company and other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, co

Employment Agreement between Phoenix Parent Holdings, Inc. and Michael McMaude, dated February 10, 2021.

Exhibit 10.17 Executed Version 805 N. Whittington Parkway Louisville, KY 40222 (502) 394-2100 www.BrightSpringHealth.com EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made between Phoenix Parent Holdings Inc., a Delaware corporation (“Buyer”), and Michael McMaude (“Executive”) this 10th day of February, 2021. WHEREAS, Abode Healthcare Inc., a Delaware corporation (the “Company”),

Employment Agreement between PharMerica Corporation and Bob Dries, effective as of March 5, 2019.

805 N. Whittington Parkway Louisville, KY 40222 (502) 394-2100 www.BrightSpringHealth.com Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 5th day of March, 2019, between PharMerica Corporation (“the Company”) and Bob Dries (“Executive”). WHEREAS, Executive desires to be employed with the Company in the promoted position as President and the Co

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.

Exhibit 10.6 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 2 JOINDER AGREEMENT AND AMENDMENT NO. 2, dated as of June 30, 2020 (this “Agreement”), by and among Crédit Agricole Corporate and Investment Bank (the “2020 Additional Revolving Credit Lender” and “2020 Letter of Credit Issuer”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a

Form of Purchase Contract (included in Exhibit 4.2).

Exhibit 4.2 PURCHASE CONTRACT AGREEMENT Dated as of [?], 2022 between BRIGHTSPRING HEALTH SERVICES, INC. and U.S. BANK N.A., as Purchase Contract Agent, as Attorney-in-Fact for the Holders of Equity-Linked Securities from time to time as provided herein and as Trustee under the Indenture referred to herein TABLE OF CONTENTS Page Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 S

Amended and Restated Employment Agreement between Res-Care, Inc. and James Mattingly, dated December 14, 2017.

Exhibit 10.16 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 14th day of December, 2017, between Res-Care, Inc. (“the Company”) and James Mattingly (“Employee”). WHEREAS, the Company and Employee previously entered into an Employment Agreement (“EA”); and WHEREAS, the Company currently employs Employee; and WHEREAS, the Com

Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jon B. Rousseau, dated October 16, 2019.

Exhibit 10.20 Execution OPTION GRANT NOTICE UNDER THE AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN Phoenix Parent Holdings Inc. (the ?Company?), pursuant to the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan, as may be amended from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Options (each Opti

Form of Option Grant Notice and Agreement (Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan) – Jim Mattingly, Michael McMaude, Robert Barnes.

Exhibit 10.21 OPTION GRANT NOTICE UNDER THE AMENDED AND RESTATED PHOENIX PARENT HOLDINGS INC. 2017 STOCK INCENTIVE PLAN Phoenix Parent Holdings Inc. (the “Company”), pursuant to the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option represe

Home Health and Hospice Phantom Stock Opportunity Letter Agreement between Mike McMaude and BrightSpring Health Services, Inc., dated as of September 17, 2021.

Exhibit 10.24 Re: Home Health and Hospice Phantom Stock Opportunity Dear Mike McMaude, As a highly valued new leader in the company and as an important member of our Home Health and Hospice leadership team, we are excited that you will play a very important role in our collective growth of our Home Health and Hospice business lines. As recognition of this, and as further motivation to continue to

Form T-1 Statement of Eligibility with respect to the Indenture.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

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.

Exhibit 10.5 EXECUTION VERSION AMENDMENT No. 1, dated as of January 30, 2020 (this ?Amendment?), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, as amended by the Joinder Agreement, dated as of September 30, 2019, and as otherwise may be amended, restated, supplemented or otherwise modified from time to time, the ?Credit Agreeme

As filed with the Securities and Exchange Commission January 4, 2022

Table of Contents As filed with the Securities and Exchange Commission January 4, 2022 Registration No.

As filed with the Securities and Exchange Commission November 2, 2021

Table of Contents As filed with the Securities and Exchange Commission November 2, 2021 Registration No.

Form of Director and Officer Indemnification Agreement.

Exhibit 10.25 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of [●], 2021 (this “Agreement”) and is between BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in othe

As filed with the Securities and Exchange Commission October 18, 2021

S-1 1 d181009ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission October 18, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BrightSpring Health Services, Inc. (Exact name of registrant as specified in its charter) Delaware 8082 82-2956404 (State o

Subsidiaries of the Registrant.

Exhibit 21.1 LIST OF SUBSIDIARIES SUBSIDIARY Jurisdiction of Organization or Incorporation Alternative Youth Services, Inc. Delaware Alutiiq Professional Services, LLC(1) Alaska Amerita, Inc. Delaware Arbor E&T, LLC Kentucky Arbor PEO, Inc. Delaware BrightSpring Health Holdings Corp. Delaware Capital TX Investments, Inc. Delaware CATX Properties, Inc. Delaware ChemRx Pharmacy Services, LLC Delawar

Consent of Olivia Kirtley to be named as a director nominee.

Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE In connection with the filing by BrightSpring Health Services, Inc. of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Se

Form of Amended and Restated Bylaws of the Registrant.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BRIGHTSPRING HEALTH SERVICES, INC. ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of BrightSpring Health Services, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Second Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in

Form of Second Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHTSPRING HEALTH SERVICES, INC. * * * * * The present name of the corporation is BrightSpring Health Services, Inc. (the ?Corporation?). The Corporation was incorporated under the name Phoenix Parent Holdings Inc. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware

Confidential Treatment Requested by BrightSpring Health Services, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted with the Securities and Exchange Commission October 1, 2021

Table of Contents Confidential Treatment Requested by BrightSpring Health Services, Inc.

Confidential Treatment Requested by BrightSpring Health Services, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted with the Securities and Exchange Commission September 7, 2021

Table of Contents Confidential Treatment Requested by BrightSpring Health Services, Inc.

Confidential Treatment Requested by BrightSpring Health Services, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted with the Securities and Exchange Commission on July 7, 2021

Table of Contents Confidential Treatment Requested by BrightSpring Health Services, Inc.