8-K
0001865782false0001865782btsg:SixPointSevenFivePercentageTangibleEquityUnitsMember2026-06-112026-06-110001865782us-gaap:CommonStockMember2026-06-112026-06-1100018657822026-06-112026-06-11

 

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 11, 2026

 

 

BrightSpring Health Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41938

82-2956404

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

805 N. Whittington Parkway

 

Louisville, Kentucky

 

40222

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 502 394-2100

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

BTSG

 

The Nasdaq Stock Market LLC

6.75% Tangible Equity Units

 

BTSGU

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2026, the board of directors (the “Board”) of BrightSpring Health Services, Inc. (the “Company”) increased the number of directors serving on the Board from seven (7) to eight (8) members and appointed Dr. Nigam H. Shah to the Board as a Class III director to fill the resulting vacancy. Dr. Shah will serve until his successor shall be elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal from office. The Board also appointed Dr. Shah to serve as a member of the Quality and Compliance Committee of the Board.

Dr. Shah will be compensated for his service as a director in accordance with the Company’s policy on non-employee director compensation. In connection with Dr. Shah’s appointment to the Board, the Company intends to enter into an indemnification agreement with Dr. Shah in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.

There are no arrangements or understandings between Dr. Shah and any other person pursuant to which he was selected as a director. There has been no transaction, nor is there any currently proposed transaction, between Dr. Shah and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

In connection with the appointment of Dr. Shah to the Board, the Company issued a press release on June 12, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release of BrightSpring Health Services, Inc., dated June 12, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

BRIGHTSPRING HEALTH SERVICES, INC.

 

 

 

 

Date:

June 12, 2026

By:

/s/ Jennifer Phipps

 

 

 

Name: Jennifer Phipps
Title: Chief Accounting Officer

 


EX-99.1

https://cdn.kscope.io/9966c333ba81502f5c3718989fff94aa-img106963839_0.jpg

BrightSpring Health Services, Inc. Welcomes Dr. Nigam H. Shah to Board of Directors

Louisville, Ky., June 12, 2026 — BrightSpring Health Services (“BrightSpring” or “the Company”) (NASDAQ: BTSG), a leading provider of home- and community-based pharmacy and health services for complex populations, announced that Dr. Nigam H. Shah was appointed as a Class III member of the Board of Directors on June 11, 2026. Dr. Shah will also serve as a member of the Board’s Quality and Compliance Committee.

Dr. Shah joined Stanford University as an Assistant Professor of Medicine in 2011, was tenured in 2015, and promoted to Professor of Medicine and Biomedical Data Science in 2020. Dr. Shah currently serves as the Chief Data Scientist at Stanford Healthcare and Associate Dean for Health Information and Data Science. His work focuses on leveraging technology and data insights to improve patient outcomes while bringing artificial intelligence (“AI”) to clinical use, safely, ethically and cost-effectively. He has co-founded three companies and serves on the Boards of Prealize Health and Atropos Health. Dr. Shah is also a co-founder of the Coalition for Health AI (CHAI).

“We are excited to welcome Dr. Nigam Shah, as a thought leader in information technology and artificial intelligence in healthcare, to our board,” said BrightSpring President and CEO Jon Rousseau. “Nigam has decades of leadership experience in the healthcare field, along with unique insights into how technology and artificial intelligence can drive both clinician and patient success, from the lens of a researcher and business leader. Dr. Shah will be a valued voice as we continue to work to create better solutions for patients and address healthcare challenges and opportunities.”

“I’m honored to join BrightSpring as a new Board member to help them succeed in their mission to better the lives of patients and improve communities,” said Dr. Nigam Shah. “It has long been my focus to make a difference in healthcare through technology. I believe my years of service in business and as a professor and researcher will bring a unique perspective to further the use of technology and AI for BrightSpring, patients, and other key stakeholders in healthcare.”

Throughout his career, Dr. Shah has received countless awards and recognitions for his work, including being a Fellow of the Association of American Physicians, a Fellow of the American College of Medical Informatics, a Stanford ISP Star Award, and being inducted into the American Society for Clinical Investigation.

 

# # #

About BrightSpring Health Services

BrightSpring Health Services provides complementary home- and community-based health solutions for complex populations in need of specialized and/or chronic care. Through the Company’s service lines, including pharmacy, home health care, and rehabilitation, we provide comprehensive and more integrated care and clinical solutions in all 50 states to over 475,000 customers, clients and patients daily. BrightSpring has consistently demonstrated strong and industry-leading quality metrics across its services lines, while improving the health and quality of life for high-need individuals and reducing overall healthcare system costs.


 

Contact

Investor Relations:

David Deuchler, CFA

Gilmartin Group LLC

ir@brightspringhealth.com

Media Contact:
Leigh White
leigh.white@brightspringhealth.com
502.630.7412