DEF 14A of BrightSpring Health Services, Inc., Apr 10, 2026

DEF 14A of BrightSpring Health Services, Inc.

Filed Apr 10, 2026 · FY20250001193125-26-151207

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS Our Second Amended and Restated Certificate of Incorporation provides for a classified Board of Directors divided into three classes. The Board believes that a classified Board of Directors provides continuity and stability in pursuing the Company’s policies and strategies and reinforces its commitment to long term perspective and value creation. Olivia Kirtley, Max Lin and Steve Miller constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class II Directors”); Jon Rousseau and Hunter Craig constitute a class with a term that expires at the Annual Meeting of Stockholders in 2027 (the “Class III Directors”); and Johnny Kim and Tim Wicks constitute a class with a term that expires at the Annual Meeting of Stockholders in 2028 (the “Class I Directors”). Max Lin was designated for election to the Board of Directors by investment funds and other entities affiliated with Kohlberg Kravis Roberts & Co. L.P. (the “KKR Stockholder”) pursuant to the terms of a Stockholders Agreement (as defined herein) and as set forth in “The Board of Directors and Certain Governance Matters” below. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. Each nominee has indicated that he or she will be willing and able to serve as a director. If the nominee ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

  2. Nominees for Election to the Board of Directors in 2026

    Nominees for Election to the Board of Directors in 2026 The following information describes the principal occupations, other business directorships and experience, and the term of service of the director nominees. Beneficial ownership of equity securities of each director nominee is shown under “Ownership of Securities” below.

  3. Nominees for Election to the Board of Directors in 2026

    | Class II Directors (expires at the Annual Meeting of Stockholders in 2026) | | | | Name | Age | Principal occupation and other information | | Olivia Kirtley | 75 | Olivia Kirtley has served as a member of our Board of Directors since 2024. Ms. Kirtley is the president and co-founder of KirtleyWood LLC. Ms. Kirtley is a former Treasurer, Vice President and Chief Financial Officer at Vermont American Corporation and a former senior manager at the predecessor to the accounting firm Ernst & Young LLP. Ms. Kirtley also served as President and Chairman of the International Federation of Accountants, Chairman of the American Institute of Certified Public Accountants (AICPA), and Chairman of the AICPA Board of Examiners. Ms. Kirtley previously served as a director of U.S. Bancorp from 2006 to 2023, Papa Johns International, Inc. from 2003 to 2023, ResCare, Inc. from 1998 to 2019 and Rangold Resources Ltd. from 2017 to 2019. She holds a B.S. in Accounting from Florida Southern College, and a Master’s Degree in Taxation from Georgia State University. She is a Certified Public Accountant and Chartered Global Management Accountant. We believe Ms. Kirtley’s qualifications to serve on our Board of Directors include her extensive audit, financial reporting, and risk management experience, deep understanding of corporate governance matters, and experience serving on public company boards. | | Max Lin | 45 | Max Lin has served as a member of our Board of Directors since 2017. Mr. Lin is a Partner at KKR & Co. where he leads the Health Care industry team within its Americas Private Equity platform and serves as a member of the Investment Committee and Portfolio Management Committee for Americas Private Equity, the Health Care Strategic Growth Investment Committee, and the Global Conflicts and Compliance Committee. Mr. Lin currently serves on the board of directors of Cotiviti, Ensora Health, Global Medical Response, Henry Schein, and PetVet Care Centers. He was also involved in KKR’s investments in 123 Dentist, Coherus BioSciences, Covenant Physician Partners, DentalXChange, Envision Healthcare, HCA, Heartland Dental, PRA Health Sciences, and Zimmer Biomet among others. Prior to joining KKR & Co., Mr. Lin was with Morgan Stanley where he was involved in a number of mergers, acquisitions, and financing transactions. He holds a B.S. and B.A.S., summa cum laude, from the University of Pennsylvania and an M.B.A. from Harvard Business School. We believe Mr. Lin’s qualifications to serve on our Board of Directors include his significant business, financial, and investment experience related to the healthcare industry and involvement with the KKR Stockholder’s investment in the Company. | | Steve Miller | 68 | Dr. Steve Miller has served as a member of our Board of Directors since 2024. Dr. Miller served as the Chief Clinical Officer for Cigna from 2018 to 2022, transitioning to an expert advisor role in 2022 for Cigna’s efforts across clinical policy, quality, and performance programs. Previously, Dr. Miller was the Chief Medical Officer at Express Scripts from 2005 to 2018 and the Chief Medical |

  4. Nominees for Election to the Board of Directors in 2026

    | Officer at Barnes-Jewish Hospital from 1999 to 2005. He is currently the Chief Medical Officer at MediBeacon, a medical technology company specializing in fluorescent tracer agents and transdermal measurement. Dr. Miller received his medical degree from the University of Missouri-Kansas City. He trained in the Pathology and Research fellowship at the University of Alabama at Birmingham. He was the William J. and Dorothy Fish Kerr Fellow in Cardiology at the University of California, San Francisco. Dr. Miller also did Internal Medicine training at the University of Colorado and Nephrology and Transplantation at Washington University in St. Louis. He earned his MBA at the Olin School of Business at Washington University in St. Louis. We believe Dr. Miller’s qualifications to serve on our Board of Directors include his extensive business and clinical experience in the healthcare industry. |

  5. Nominees for Election to the Board of Directors in 2026

    With respect to the election of the director nominees, you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of this proposal. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES NAMED ABOVE.

  6. Nominees for Election to the Board of Directors in 2026

    | Class I Directors (expires at the Annual Meeting of Stockholders in 2028) | | | | Name | Age | Principal occupation and other information | | Johnny Kim | 35 | Johnny Kim has served as a member of our Board of Directors since 2019. Mr. Kim is a Managing Director and has served as a member of the Health Care industry team within KKR & Co.’s Americas Private Equity platform since 2015. Mr. Kim currently serves on the Board of Directors of Argenta, Brightline, Clarify Health Solutions, Global Medical Response, SkinSpirit, SunFire, and Therapy Brands. Prior to joining KKR & Co., Mr. Kim was with Goldman Sachs (2013-2015) where he was involved in a number of mergers, acquisitions, and financing transactions. He holds an Honors B.A. with distinction from the Ivey Business School, Western University and was an Ivey Scholar. We believe Mr. Kim’s qualifications to serve on our Board of Directors include his significant business, financial, and investment experience related to the healthcare industry and involvement with the KKR Stockholder’s investment in the Company. | | Tim Wicks | 60 | Tim Wicks has served on our Board of Directors since 2024. Mr. Wicks previously served as the Executive Vice President of Optum, Inc., part of UnitedHealth Group, until his retirement in 2021. While with Optum, Mr. Wicks held a variety of executive leadership and oversight functions, including Chief Financial Officer for Optum, an executive oversight role over Optum Financial, head of supply chain, and Chief Executive Officer/President of OptumRx that had revenues exceeding $60 billion. In addition, Mr. Wicks currently serves on the board of directors of MiniMed Group, Inc. and previously served on the boards of Precision Castparts Corp, Aerojet Rocketdyne, and Pear Therapeutics. Mr. Wicks currently serves on the board of directors, and is chair of the advisory board, of MOBE, which is a privately held company. Mr. Wicks helped launch BrighterFutures.Life, which serves homeless children and their families, and he serves as an Advisor to the CEO of Hope for the Child, a not-for-profit that has provided early primary education and welfare for over 7,000 highly needy children in Kenya. Mr. Wicks earned a BA in economics, with honors, from the University of Chicago and an MBA from Harvard University's Graduate School of Business. We believe Mr. Wicks possesses the qualifications to serve on our Board of Directors, and such qualifications include his financial, executive, and business relations experience in the healthcare industry. |

  7. Nominees for Election to the Board of Directors in 2026

    | Class III Directors (expires at the Annual Meeting of Stockholders in 2027) | | | | Name | Age | Principal occupation and other information | | Jon Rousseau | 52 | Jon Rousseau has served as our President and Chief Executive Officer since 2016, and the Chairman of our Board of Directors since 2024. Prior to joining the Company, Mr. Rousseau was an executive vice president at Kindred Healthcare, Inc. with multiple leadership roles from June 2013 – July 2016, including president of Kindred Rehabilitation Services, and prior to that, president of the Care Management Division and Kindred at Home, Kindred’s home health, hospice, home care and home-based primary care businesses. Before Kindred, Mr. Rousseau held a number of senior leadership positions at other market-leading healthcare product and technology companies, including vice president of global marketing, strategy, and commercial development at Mylan, Inc. and global senior director of the continuous glucose monitoring franchise with Medtronic PLC (2006 – 2013). For the first part of his career, Mr. Rousseau worked at Friedman Fleischer & Lowe LLC in private equity (1998 – 2005) and at Morgan Stanley in investment banking (1996 – 1998). He received his MBA from Harvard Business School and his A.B. degree from Princeton University. We believe Mr. Rousseau’s qualifications to serve on our Board of Directors include his extensive executive and leadership experience in the healthcare industry and his multi-disciplinary background. | | Hunter Craig | 44 | Hunter Craig has served as a member of our Board of Directors since 2020. Mr. Craig joined KKR & Co. in 2020 and is a member of the Health Care industry team within KKR & Co.’s Americas Private Equity platform. He currently serves on the Board of Directors of 123Dentist, Cotiviti, DentalXChange, Heartland Dental, and Henry Schein. Prior to joining KKR & Co., Mr. Craig was a vice president at GTCR (2013-2020), where he was involved in investments across the healthcare sector. He began his career as an investment banking analyst in the global industrial & services group at Credit Suisse. Mr. Craig holds a B.B.A., magna cum laude, in Accountancy and Theology from the University of Notre Dame and an M.B.A. from Harvard Business School. We believe Mr. Craig’s qualifications to serve on our Board of Directors include his significant business, financial, and investment experience related to the healthcare industry and involvement with the KKR Stockholder’s investment in the Company. |

  8. Role of Our Board of Directors and Executive Officers

    Role of Our Board of Directors and Executive Officers Our Compensation Committee and our Board of Directors have determined and approved long-term executive compensation for our executive officers after taking into consideration the recommendations of our Chief Executive Officer, except with respect to his own long-term executive compensation. Our Compensation Committee and our Board of Directors annually review our Chief Executive Officer’s performance and approve any changes to his compensation package in light of such review. Our Chief Executive Officer does not participate in deliberations regarding his own compensation. Our Chief Executive Officer periodically reviews each other named executive officer’s performance with our Compensation Committee and recommends an appropriate base salary, annual incentive payout, relevant discretionary bonuses, if applicable, and grants of long-term equity incentive awards.

  9. Role of the Compensation Consultant

    Role of the Compensation Consultant In April 2021, we engaged Meridian Compensation Partners, a compensation consulting firm (the “Consultant”), to provide executive compensation consulting services to help align executive pay with market practices following our initial public offering. The Compensation Committee has continued to engage the Consultant to advise on executive pay market practices and trends since our initial public offering. The Consultant performed a variety of work, including but not limited to assisting in the development of a market-based executive compensation program and conducting a review of the competitiveness of our executive compensation program. For 2025, with support from the Consultant, the Compensation Committee approved an updated peer group comprised of the 17 companies described below. The peer group was selected based on weighted parameters and financial information and is intended to ensure that the Company remains within a reasonable range of the peer median in terms of revenue, headcount, and market value.

  10. Role of the Compensation Consultant

    | Acadia Healthcare Company, Inc. | Labcorp Holdings Inc. | Tenet Healthcare Corporation | | Brookdale Senior Living Inc. | Molina Healthcare, Inc. | The Ensign Group, Inc. | | Chemed Corporation | Option Care Health, Inc. | Universal Health Services, Inc. | | Community Health Systems, Inc. | PACS Group, Inc. | | | DaVita Inc. | Quest Diagnostics Incorporated | | | Encompass Health Corporation | Select Medical Holdings Corporation | | | Henry Schein, Inc. | Surgery Partners, Inc. | |

  11. Annual Cash Incentive Program

    Annual Cash Incentive Program During 2025, we provided our named executive officers with the opportunity to share in our success through annual cash incentive awards under the BrightSpring Health Services Short Term Incentive Compensation Plan (the “BHS STIC”). The BHS STIC is designed to provide each participant with a “balanced scorecard” for the participant’s annual cash incentive award. The “balanced scorecard” establishes specific corporate performance goals balanced by goals from the officer’s individual area of responsibility and the officer’s expected level of contribution to the Company’s achievement of its corporate goals. Payouts under the BHS STIC are based on our achievement of predefined financial and operational performance targets included within the balanced scorecard. For 2025, the BHS STIC focused on two financial measures: (i) our ability to grow total company-wide profitability (as measured based on EBITDA, calculated as described in the Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and as adjusted to include discontinued operations) and (ii) our ability to increase year over year company-wide revenue. Further, for 2025, the non-financial measures focused on a quality index comprised of quality measures from our business lines based on industry quality benchmarks and internally developed quality measures. The quality index included measures such a CAHPS Global Measures, external surveys, customer satisfaction scores, internal audits and pharmacy fulfillment accuracy and timeliness. The balanced scorecard approach is designed to encourage a consistent, long-term management approach to enhancing stockholder value. For 2025, performance objectives were set at levels that we believed would reflect strong performance based on historical performance and the then-prevailing relevant market conditions in our businesses and macroeconomic conditions. We believe the combination of these performance measures and the proportionate weighting assigned to each reflected our overall goals for 2025, which balanced the achievement of our financial performance with the other scorecard categories. The BHS STIC requires that a minimum EBITDA trigger be met as the “gate” into the plan. If this minimum EBITDA trigger is not achieved for the calendar year performance period, then the plan will not be funded and payouts will not be made to the participant. In addition, awards under the BHS STIC, if earned, are generally contingent upon the participant remaining in continuous employment through the payment date. The following table illustrates the weighting of each of the scorecard objectives under the BHS STIC for each continuing named executive officer:

  12. Annual Cash Incentive Program

    | Name | Financial Company-Wide or Operating Unit EBITDA and Revenue(1) (2) | Quality Index | | Jon Rousseau | 75% | 25% | | Jennifer Phipps | 75% | 25% | | Bob Barnes | 75% | 25% | | Lisa Nalley | 75% | 25% | | Scott Greenwell | 75% | 25% |

  13. Annual Cash Incentive Program

    (1)Company-wide EBITDA and Revenue for Mr. Rousseau and Mses. Phipps and Nalley. Consolidated community living EBITDA and Revenue for Mr. Barnes. (2)Mr. Greenwell's financial performance metrics included Consolidated Long-Term Care Pharmacy EBITDA (weighted 40%) and Consolidated Pharmacy EBITDA (weighted 35%). Payouts are based on threshold, target, and maximum levels of achievement of the performance objectives applicable to participants. Threshold refers to the minimum acceptable level of performance required for bonus payout consideration, target is the desired level of performance, and maximum is aspirational performance. We focus on matching rewards with results and encourage executive officers to make significant contributions toward our financial results by providing a basic reward for reaching threshold expectations, plus an upside for reaching our aspirational goals. We believe that establishing a maximum payout amount under the BHS STIC deters excessive risk-taking, while having an equitable payout amount that can be earned at a defined performance threshold encourages goal attainment. No payout is made for performance below the minimum threshold. Notwithstanding the forgoing, we have reserved the ability to adjust the actual financial performance results to exclude the effects of extraordinary, unforeseen, unusual, or infrequently occurring events. The following tables also illustrate the EBITDA and revenue trigger percentage for plan funding and payout.

  14. Messrs. Rousseau, Barnes and Greenwell and Mses. Phipps and Nalley

    | | EBITDA and Revenue Payout | | | Quality Index Payout | | | | | as a Percentage of Target Award | | | as a Percentage of Target Award | | | | Plan Funding Trigger | Threshold (%) | Target (%) | Maximum (%) | | | | | as Percentage of | 95 | 100 | 105(1) | Threshold | Target | Maximum | | Executive’s EBITDA | Achievement | Achievement | Achievement | Achievement | Achievement | Achievement | | Target | Level | Level | Level | Level | Level | Level | | 95% | 50% | 100% | 200% | 50% | 100% | 200% |

  15. Messrs. Rousseau, Barnes and Greenwell and Mses. Phipps and Nalley

    (1) For Messrs. Barnes and Greenwell only, the Maximum Achievement Level is 110% and not 105%. Under the BHS STIC, incentive compensation is earned only if the plan’s funding requirement is satisfied. Achievement of at least 95% of the Company’s EBITDA target is required for the BHS STIC to fund. If this threshold is not achieved, no incentive compensation is earned, regardless of performance against individual financial or non‑financial measures. Payouts under the BHS STIC are determined using pre‑established, discrete performance levels for each applicable metric. Participants must meet or exceed the applicable performance level to earn the corresponding payout percentage. Performance results that fall between performance levels do not result in partial or proportional payouts. If achievement with respect to any performance objective does not reach the minimum threshold level, that objective is deemed to have 0% attainment. As described above, 25% of the total payout for each of our named executive officers under the BHS STIC is based on certain non‑financial quality index measures. We do not disclose the target levels of these measures because such disclosure would result in competitive harm (for example, by providing competitors with insight into our business unit forecasting, strategy and performance). These targets are set at the same time and are subject to the same rigorous governance and approval processes used for establishing the Company’s financial performance metrics. Achievement of threshold (50% payout), target (100% payout) and maximum (200% payout) levels for the non‑financial measures is evaluated using the same framework applied to the Company’s financial objectives under the BHS STIC. There is no payout for achievement below threshold, and payments are capped at 200% of target. For each performance objective, the achievement factor is determined by reference to the applicable payout percentage associated with the discrete performance level achieved, based on the pre‑established performance scale illustrated in the tables below. The weighted achievement factor for each performance objective is calculated by multiplying the weight assigned to that objective by the applicable achievement factor for that measure. The following tables illustrate the determination of plan funding and payout outcomes based on actual performance relative to the applicable performance levels and the resulting weighted achievement factors.

  16. Mr. Greenwell

    (1)We are not disclosing the targets for these specific business units as we believe that doing so would cause competitive harm. For 2025, our continuing named executive officers’ target annual cash incentive award as a percentage of earned base salary was 150% for Mr. Rousseau, 100% for Ms. Phipps, 75% for Mr. Greenwell and 60% each for Mr. Barnes and Mses. Nalley and Yowler. Actual amounts paid under the BHS STIC were calculated separately for each scorecard performance objective by multiplying each named executive officer’s base salary earned in 2025 (or such named executive officer's full-year rate of base salary for Mr. Rousseau and Mses. Phipps and Nalley) by (i) the executive’s BHS STIC target award opportunity (which is reflected as a percentage of earned base salary) and (ii) the executive’s weighted performance objective achievement factor for that objective, and then adding the results together. The following table illustrates the calculation of the payout earned under the BHS STIC by each of our continuing named executive officers.

  17. Mr. Greenwell

    | | | Target | Target | Payout Earned Under | Payout as a | | | | Award as a | Award | Balanced | percentage of | | Name | Base Salary Earned ($) | percentage of Base Salary | Opportunity ($) | Scorecard ($) | Target Award | | Jon Rousseau | 1,316,717 | 150% | 2,100,000 | 3,893,750 | 185% | | Jennifer Phipps | 469,265 | 100% | 500,000 | 927,084 | 185% | | Bob Barnes | 450,000 | 60% | 270,000 | 430,650 | 160% | | Lisa Nalley | 349,680 | 60% | 240,000 | 445,000 | 185% | | Scott Greenwell | 249,041 | 75% | 186,781 | 162,966 | 87% | | Jennifer Yowler | 440,003 | 60% | 264,002 | 104,758 | 40% |

  18. Mr. Greenwell

    Notwithstanding the establishment of the performance components and the formula for determining the BHS STIC award payment amounts as described above, we have the ability to exercise positive or negative discretion and award a greater or lesser amount than determined by the above formula if, in the exercise of our business judgment, we determine that a greater or lesser amount is warranted under the circumstances. Additional details regarding the dollar value of threshold, target, and maximum bonus payout opportunities for 2025 are provided under “Executive Compensation Tables-Grants of Plan-Based Awards.”

  19. Discretionary Bonuses

    Discretionary Bonuses The Compensation Committee awarded a $187,500 discretionary bonus to Mr. Barnes to reward his leadership in driving critical quality, performance and integration outcomes within the Community Living segment during 2025. As part of year‑end compensation administration for the 2025 annual short‑term incentive program, the Company approved discretionary payments of $5,000 to Jennifer Yowler and $24,000 to Scott Greenwell. These payments were made outside the plan’s formulaic framework and were not required under the terms of the incentive plan.

  20. Long-Term Incentive Program

    Long-Term Incentive Program In addition to base salary and cash bonus compensation, each of our continuing named executive officers is eligible for long-term equity (“LTI”) awards. The LTI program is designed to reward for future Company performance, align with the long-term interests of our stockholders and to retain executives over multi-year vesting periods. LTI compensation provides an opportunity for executive officers to increase their ownership interest in the Company through grants of equity-based awards. Awards Granted in 2025 In connection with our initial public offering, we adopted the 2024 BrightSpring Health Services, Inc. Equity Incentive Plan (as amended, the “2024 Incentive Plan”), effective January 24, 2024. In January 2025, our Board of Directors granted stock options and restricted stock units under the 2024 Incentive Plan to each of our named executive officers. The stock options and restricted stock units are subject to time-based vesting terms. The grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“Topic 718”), for each of these awards is reported in the Summary Compensation Table. Additional details regarding the equity award described above, including grant date and exercise price, are provided under “Executive Compensation Tables-Outstanding Equity Awards at December 31, 2025.” The stock options have a ten-year term and vest in three equal annual installments subject to continued employment or service through each applicable vesting date. For Mr. Rousseau only, the stock options are subject to quarterly vesting, and if he is terminated by us without cause, resigns for good reason, or due to Mr. Rousseau’s death or disability, all then unvested stock options granted in 2025 shall become fully vested upon such termination. For more information on vesting and other treatment of these stock options upon specified termination events or a change in control, see “Termination and Change in Control Arrangements” and “Potential Payments Upon Termination or Change of Control.” Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information During 2025, we did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed based on stock option or other equity grant dates.

  21. Severance Arrangements

    Severance Arrangements Our employment arrangements with each of our named executive officers provide for payments and other benefits in connection with certain qualifying terminations of employment. Our Board of Directors believes that these severance benefits: (1) help secure the continued employment and dedication of our named executive officers; (2) enhance our value to a potential acquirer because our named executive officers have non-competition, non-solicitation, and confidentiality provisions that apply after any termination of employment, including after a change in control; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management. Additional information regarding the severance arrangements with each of our named executive officers, including a quantification of benefits that would have been received by each named executive officer who are currently employed by the Company had his or her employment terminated on December 31, 2025, is provided under “Termination and Change in Control Arrangements.”

  22. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years indicated.

  23. Summary Compensation Table

    | | | | | | | Non-Equity | | | | | | | | | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Stock Awards | Awards | Compensation | Compensation | | | Name and Principal Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(3) | ($) | ($)(4) | Total ($) | | Jon Rousseau President and Chief Executive Officer | 2025 | 1,316,717 | — | 6,000,015 | 5,999,997 | 3,893,750 | 630,980 | 17,841,460 | | | 2024 | 1,000,053 | — | 12,582,492 | 2,250,205 | 1,605,556 | 235,587 | 17,673,893 | | | 2023 | 926,027 | — | — | 5,949,200 | 1,419,531 | 10,054,073 | 18,348,831 | | Jim Mattingly Former Executive Vice President and Chief Financial Officer | 2025 | 106,154 | — | — | — | — | 437,304 | 543,457 | | | 2024 | 424,632 | 177,165 | 1,003,132 | 196,875 | 545,372 | 2,176 | 2,349,353 | | | 2023 | 424,598 | — | — | — | 482,184 | 2,176 | 908,957 | | Jennifer Phipps Executive Vice President and Chief Financial Officer | 2025 | 469,265 | — | 1,500,004 | 1,499,999 | 927,084 | 47,699 | 4,444,051 | | Bob Barnes President, Community Living | 2025 | 450,015 | 187,500 | — | — | 430,650 | 1,770 | 1,069,935 | | | 2024 | 450,035 | 225,000 | 606,060 | 118,948 | 365,766 | 2,206 | 1,768,014 | | | 2023 | 419,980 | — | — | — | 322,545 | 2,171 | 744,696 | | Lisa Nalley Chief of Staff and Senior Vice President, Human Resource | 2025 | 349,680 | — | 800,010 | 800,004 | 445,000 | 1,571 | 2,396,266 | | | 2024 | 324,527 | 210,000 | 1,253,902 | 246,092 | 250,081 | 1,971 | 2,286,573 | | Scott Greenwell Executive Vice President and President, PharMerica | 2025 | 249,041 | 274,000 | 375,005 | 375,005 | 162,966 | 738 | 1,436,755 | | Jennifer Yowler Former President, PharMerica and Senior Vice President, Sales and Account Management | 2025 | 440,003 | 5,000 | 400,014 | 400,002 | 104,758 | 1,754 | 1,351,531 |

  24. Summary Compensation Table

    (1) Amounts reflect the named executive officer’s annual base salary earned during the applicable year taking into account increases, if any, in base salary during the course of the year. (2) Amounts reflect discretionary bonus amounts paid during fiscal year 2025. (3) Amount reflects the aggregate grant date fair value of equity awards granted to our named executive officers during 2025, computed in accordance with Topic 718, disregarding the effect of estimated forfeitures. The assumptions made in the valuation of our equity awards are found in Note 10 to our audited consolidated financial statements included elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (4) “All Other Compensation” for 2025 consists of the following:

  25. Summary Compensation Table

    | | Enhanced | | | | | | | LTD | GTL | AD&D | | | | | Insurance | Insurance | Insurance | Other | | | | Premium | Premium | Premium | Perks | Total | | Name | ($) | ($) | ($) | ($)(1)(2) | ($) | | Jon Rousseau | 1,046 | 1,026 | 180 | 628,728 | 630,980 | | Jim Mattingly | 261 | 145 | 26 | 436,871 | 437,304 | | Jennifer Phipps | 1,034 | 644 | 113 | 45,908 | 47,699 | | Bob Barnes | 1,046 | 616 | 108 | — | 1,770 | | Lisa Nalley | 1,008 | 479 | 84 | — | 1,571 | | Scott Greenwell | 436 | 257 | 45 | — | 738 | | Jennifer Yowler | 1,046 | 603 | 106 | — | 1,754 |

  26. Summary Compensation Table

    (1) Amounts reflect Mr. Rousseau’s and Ms. Phipps’ use of a private plane. (2) The amounts payable pursuant to Mr. Mattingly include $423,156 in severance payments (comprised of $318,461 in salary continuation payments and $104,695 in pro-rata bonus payments under the 2025 STIC) and $13,715 representing the Company-paid portion of COBRA premiums for continuation coverage during 2025 pursuant to the terms of his separation agreement.

  27. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on bonus opportunity ranges under the BHS STIC for each of our named executive officers and equity awards granted during 2025.

  28. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | | | | | | | | | Threshold | Target | Maximum | | | | | | | Grant Name | Award Type | Grant Date | ($)(1) | ($) | ($) | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Award ($) | Grant Date Fair Value of Stock and Option Awards(2) | | Jon Rousseau | BHS STIC | 4/29/2025 | 630,000 | 2,100,000 | 4,200,000 | | | | | | | | Option | | | | | 3/17/2025 | — | 733,496 | 17.45 | 6,027,649 | | | RSU | | | | | 3/17/2025 | 345,424 | — | — | 5,999,997 | | Jennifer Phipps | BHS STIC | 4/29/2025 | 150,000 | 500,000 | 1,000,000 | | | | | | | | Option | | | | | 3/17/2025 | — | 183,374 | 17.45 | 1,506,912 | | | RSU | | | | | 3/17/2025 | 86,356 | — | — | 1,499,999 | | Bob Barnes | BHS STIC | 4/29/2025 | 81,000 | 270,000 | 540,000 | | | | | | | Lisa Nalley | BHS STIC | 4/29/2025 | 72,000 | 240,000 | 480,000 | | | | | | | | Option | | | | | 3/17/2025 | — | 97,800 | 17.45 | 803,695 | | | RSU | | | | | 3/17/2025 | 46,057 | — | | 800,004 | | Scott Greenwell | BHS STIC | 4/29/2025 | 70,043 | 186,781 | 373,562 | | | | | | | | Option | | | | | 6/20/2025 | — | 35,920 | 22.27 | 375,005 | | | RSU | | | | | 6/20/2025 | 16,839 | — | — | 375,005 | | Jennifer Yowler | BHS STIC | 4/29/2025 | 99,001 | 264,002 | 528,004 | | | | | | | | Option | | | | | 3/17/2025 | — | 48,900 | 17.45 | 400,014 | | | RSU | | | | | 3/17/2025 | 23,029 | — | — | 400,002 |

  29. Grants of Plan-Based Awards

    (1)Amounts reflect, with respect to each of our named executive officers, the possible payouts of cash incentive compensation under the BHS STIC. Under the BHS STIC, the threshold amount is calculated as the minimum amount that could be payable under the applicable plan to the participating executive assuming satisfaction of the initial EBITDA trigger required to fund the particular plan (disregarding, for purposes of this calculation, potential adjustments of an executive’s bonus payout based on that executive’s achievement of other balanced scorecard objectives). If the Company had achieved exactly the threshold level of EBITDA required to fund the BHS STIC (and no higher), the payout percentage would be the amount reflected in this column. The actual amounts paid, with respect to the BHS STIC, are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. (2)The grant date fair value for the options and RSUs is calculated in accordance with computed in accordance with Topic 718 based on the per share price at which our common stock was offered to the public in connection with our initial public offering.

  30. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2025

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2025

  31. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information as of December 31, 2025, regarding the outstanding stock options held by our named executive officers. See “Long-Term Incentive Program” for more information.

  32. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards | | | | | Stock Awards | | | | | | | Equity | | | | | | | | | | Incentive | | | | | | | | | | Plan | | | | | | | | | Number of | Awards: | | | | Market | | | | Number of | Securities | Number of | | | Number | Value of | | | | Securities | Underlying | Securities | | | of Shares | Shares or | | | | Underlying | Unexercised | Underlying | | | or Units | Units of | | | | Unexercised | Options (#) | Unexercised | Option | Option | of Stock | Stock That | | | | Options (#) | Unexercisable | Unearned | Exercise | Expiration | That Have | Have Not | | Name | Grant Date | Exercisable | (1) | Options | Price | Date | Not Vested (1) | Vested ($)(2) | | Jon Rousseau | 10/16/2019 | 1,472,522(3) | | 955,823(3) | 6.37 | 10/16/2029 | | | | | 11/22/2023 | 628,108(4) | | | 22.29 | 11/22/2023 | | | | | 1/25/2024 | 186,716(5) | 133,370 | | 13.00 | 1/25/2034 | | | | | 1/25/2024 | | | | | | 403,285(5) | 15,103,023 | | | 3/17/2025 | 183,372(6) | 550,124 | | | 3/17/2035 | | | | | 3/17/2025 | | | | | | 259,069(6) | 9,702,134 | | Jim Mattingly | 9/24/2019 | 280,451(7) | | 184,506(7) | 6.37 | 9/24/2029 | | | | Jennifer Phipps | 9/24/2019 | 90,377(8) | | 35,331(8) | 6.37 | 9/24/2029 | | | | | 5/12/2020 | 17,666(9) | | 5,888(9) | 7.01 | 5/12/2030 | | | | | 1/25/2024 | 17,503(10) | 35,006 | | 13.00 | 1/25/2034 | | | | | 1/25/2024 | | | | | | 96,455(11) | 3,612,240 | | | 3/17/2025 | | 183,374(12) | | 17.45 | 3/17/2035 | | | | | 3/17/2025 | | | | | | 86,356(13) | 3,234,032 | | Bob Barnes | 9/24/2019 | 78,388(8) | | 35,331(8) | 6.37 | 9/24/2029 | | | | | 5/12/2020 | 8,832(9) | | 2,944(9) | 7.01 | 5/12/2030 | | | | | 1/25/2024 | 5,640(10) | 11,280 | | 13.00 | 1/25/2034 | | | | | 1/25/2024 | | | | | | 31,080(11) | 1,163,946 | | Lisa Nalley | 9/24/2019 | 71,579(8) | | 35,331(8) | 6.37 | | | | | | 5/12/2020 | 11,777(9) | | 3,925(9) | 7.01 | 5/12/2031 | | | | | 1/25/2024 | 11,668(10) | 23,338 | | 13.00 | 1/25/2034 | | | | | 1/25/2024 | | | | | | 64,303(11) | 2,408,147 | | | 3/17/2025 | | 97,800(12) | | 17.45 | 3/17/2035 | | | | | 3/17/2025 | | | | | | 46,057(13) | 1,724,835 | | Scott Greenwell | 6/20/2025 | | 35,920(14) | | 22.27 | 6/20/2035 | | | | | 6/20/2025 | | | | | | 16,839(15) | 630,621 | | Jennifer Yowler | 9/24/2019 | 26,852(8) | | 17,665(8) | 6.37 | 9/24/2029 | | | | | 5/12/2020 | 26,852(9) | | 17,665(9) | 7.01 | 5/12/2030 | | | | | 1/25/2024 | | 14,003(10) | | 13.00 | 1/25/2034 | | | | | 1/25/2024 | | | | | | 38,582(11) | 1,444,896 | | | 3/17/2025 | | 48,900(12) | | 17.45 | 3/17/2035 | | | | | 3/17/2025 | | | | | | 23,029(13) | 862,436 |

  33. Outstanding Equity Awards at December 31, 2025

    (1) For information on vesting upon specified termination events or change in control, see “Termination and Change in Control Arrangements” and “Potential Payments Upon Termination or Change of Control.” (2) The dollar amounts shown in these columns are determined by multiplying the number of shares shown in the preceding column by $37.45, the closing price of our common stock on December 31, 2025, the last trading day of our fiscal year. (3) Option is fully exercisable except for the 2.5X performance-based vesting portion that remains outstanding and eligible to vest upon the achievement of certain performance criteria. The vesting terms of these performance-vesting stock options are described under “Elements of Compensation-What We Pay and Why-Long-Term Incentive Program.” (4) Option vested with respect to one-third (1/3) of the underlying shares on May 22, 2024 and the remaining two-thirds vest in equal monthly installments thereafter over the subsequent two years. (5) Option or RSUs commenced vesting in twelve quarterly installments on April 25, 2024. (6) Option or RSUs commenced vesting in twelve quarterly installments on April 25, 2025. (7) Mr. Mattingly's outstanding option awards reflect accelerated vesting of time-based stock options in connection with his departure. His performance-based stock options remain outstanding and unearned as of December 31, 2025. (8) Option subject to time-based and performance-based vesting terms. The time-based portion vests in five equal installments commencing on March 5, 2020. Fifty percent (50%) of the performance-based vesting option vested in connection with the pricing of our initial public offering and the remaining 2.5X performance portion remains outstanding and eligible to vest upon the achievement of certain performance criteria. The vesting terms of these performance-vesting stock options are described under “Elements of Compensation-What We Pay and Why-Long-Term Incentive Program.” (9) Option subject to time-based and performance-based vesting terms. The time-based portion vests in five equal installments commencing on May 12, 2021. Fifty percent (50%) of the performance-based vesting option vested in connection with the pricing of our initial public offering and the remaining 2.5X performance portion remains outstanding and eligible to vest upon the achievement of certain performance criteria. The vesting terms of these performance-vesting stock options are described under “Elements of Compensation-What We Pay and Why-Long-Term Incentive Program.” (10) Option which vests in three equal annual installments commencing on January 25, 2025. (11) RSUs which vest in three equal annual installments commencing on January 25, 2025. (12) Option which vests in three equal annual installments commencing on January 25, 2026. (13) RSUs which vest in three equal annual installments commencing on January 25, 2026. (14) Option which vests in three equal annual installments commencing on June 20, 2026. (15) RSUs which vest in three equal annual installments commencing on June 20, 2026.

  34. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table shows information about options exercised or shares acquired during 2025.

  35. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | Jon Rousseau | 766,840 | $18,331,290 | 408,983 | $9,608,786 | | Jim Mattingly(2) | 291,739 | $8,946,037 | 51,442 | $1,052,246 | | Jennifer Phipps | 15,616 | $339,648 | 48,227 | $1,100,540 | | Bob Barnes | 27,606 | $600,431 | 15,540 | $354,623 | | Lisa Nalley | 34,415 | $889,166 | 32,151 | $733,686 | | Scott Greenwell | — | $— | — | $— | | Jennifer Yowler | 59,291 | $1,834,136 | 19,291 | $440,221 |

  36. Options Exercised and Stock Vested

    (1) The dollar amounts shown in this column are determined by multiplying the number of shares acquired on vesting by the per-share closing price of our common stock on the vesting date. (2) Amounts include shares that vested in connection with Mr. Mattingly's separation from the Company pursuant to the terms of the Severance Agreement.

  37. Pension and Nonqualified Deferred Compensation Benefits

    Pension and Nonqualified Deferred Compensation Benefits We did not offer pension benefits to our named executive officers during 2025. We offer nonqualified deferred compensation benefits to our named executive officers through our BrightSpring Health Services Nonqualified Deferred Compensation Plan, under which our named executive officers are permitted to defer up to 50% of their annual salary. None of our named executive officers elected to defer compensation with respect to 2025.

  38. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table describes the potential payments and benefits that would have been payable to our named executive officers assuming an eligible termination (as described above under “Termination and Change in Control Arrangements”) of their employment on December 31, 2025 and a change in control also occurring on such date. The amounts shown in the table below do not include: • amounts payable to Mr. Barnes other than those payable pursuant to his Employment Agreements; • distributions of previously vested plan balances under our 401(k) Plan; and payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers.

  39. Potential Payments Upon Termination or Change of Control

    | | | | | Change of Control | | | | | | | | Involuntary | | | Involuntary | Termination | | | Termination | | | Termination | Due to | | | Without | | | without Cause | Non-Renewal | | | Cause or | | | or Resignation | of the Term | Termination | | Resignation | | | for Good | by the | Due to Death | Without | for Good | | | Reason | Company | or Disability | Termination | Reason | | Name | ($) | ($) | ($) | ($) | ($) | | Jon Rousseau | | | | | | | Cash Severance(1)(2)(3) | 7,000,000 | 2,800,000 | 2,100,000 | — | 7,000,000 | | Acceleration of Equity Awards(4) | 18,363,920 | — | 18,363,920 | 18,363,920 | 18,363,920 | | Health & Welfare Benefits(5) | 26,731 | 26,731 | — | — | 26,731 | | Total | 25,390,651 | 2,826,731 | 20,463,920 | 18,363,920 | 25,390,651 | | Jim Mattingly | | | | | | | Cash Severance(1) | 423,156 | — | — | — | — | | Acceleration of Equity Awards(4) | — | — | — | — | — | | Health & Welfare Benefits(5) | 13,715 | — | — | — | — | | Total | 436,871 | — | — | — | — | | Jennifer Phipps | | | | | | | Cash Severance | 1,000,000 | — | — | — | — | | Acceleration of Equity Awards | — | — | — | — | — | | Health & Welfare Benefits | 14,280 | — | — | — | — | | Total | 1,014,280 | — | — | — | — | | Bob Barnes | | | | | | | Cash Severance(1) | 720,000 | — | — | — | 720,000 | | Acceleration of Equity Awards(4) | — | — | — | 1,439,742 | 1,439,742 | | Health & Welfare Benefits(5) | 4,072 | — | — | — | 4,072 | | Total | 724,072 | — | — | 1,439,742 | 2,163,814 | | Lisa Nalley | | | | | | | Cash Severance(1) | 706,667 | — | — | — | — | | Acceleration of Equity Awards(4) | — | — | — | — | — | | Health & Welfare Benefits(5) | 20,791 | — | — | — | — | | Total | 727,458 | — | — | — | — | | Scott Greenwell | | | | | | | Cash Severance(1) | 787,500 | — | — | — | — | | Acceleration of Equity Awards(4) | 1,975,825 | — | — | — | — | | Health & Welfare Benefits(5) | — | — | — | — | — | | Total | 2,763,325 | — | — | — | — | | Jennifer Yowler | | | | | | | Cash Severance(1) | 544,761 | — | — | — | — | | Acceleration of Equity Awards(4) | 893,622 | — | — | — | — | | Health & Welfare Benefits(5) | — | — | — | — | — | | Total | 1,438,383 | — | — | — | — |

  40. Potential Payments Upon Termination or Change of Control

    (1) For purposes of the cash severance amounts in the table above, upon a termination of the named executive officer’s employment by us without “cause” or by the named executive officer for “good reason,” cash severance includes the following: • Mr. Rousseau-2.0x the sum of his (x) then-current base salary ($1,400,000) and (y) target incentive bonus $2,100,000, as well as (i) any earned but unpaid prior year bonus and (ii) a pro-rated annual incentive bonus, based on actual performance for the year of termination. With respect to Mr. Rousseau’s pro-rated annual incentive bonus, achievement of target performance has been assumed. • Ms. Phipps-1.0x the sum of her then-current base salary ($500,000), as well as a pro-rated annual incentive bonus, based on target performance. • Mr. Barnes-1.0x the sum of his then-current base salary ($450,000), as well as a pro-rated annual incentive bonus, based on target performance. • Ms. Nalley-14 months of her then-current base salary ($400,000), as well as a pro-rated annual incentive bonus, based on target performance. Mr. Greenwell-12 months of his then-current base salary ($450,000), as well as a pro-rated annual incentive bonus determined as if he remained employed through the applicable period. Ms. Yowler-12 months of her base salary for fiscal 2025 ($440,003), as well as a pro-rated annual incentive bonus, based on target performance. For purposes of this column, we assume that there is no earned but unpaid prior year bonus outstanding. (2) Upon a termination of employment as a result of our non-renewal of the term of the applicable employment agreement, Mr. Rousseau is entitled to (i) cash severance equal to 2.0x then-current base salary ($2,000,000) and (ii) any earned but unpaid prior year bonus. For purposes of this column, we assume that there is no earned but unpaid prior year bonus outstanding. (3) In the event of death or disability, only Mr. Rousseau is entitled to any earned but unpaid prior year bonus and a pro-rated annual incentive bonus, based on actual performance for the year of termination. For purposes of this column, we assume that there is no earned but unpaid prior year bonus outstanding, and with respect to Mr. Rousseau’s pro-rated annual incentive bonus, achievement of target performance has been assumed. (4) Upon a change of control, unvested time-vesting stock options would become immediately vested. Amounts are based on the most recent valuation of the “fair market value” of a share of the Company’s common stock of $37.45 as determined as of December 31, 2025. With respect to the performance-vesting awards, no amounts have been reported in connection with a change in control as we have assumed that the performance-vesting options would not have vested because the performance condition would not have been satisfied. With respect to Mr. Rousseau only, upon a termination of his employment (i) by us without “cause,” (ii) by him for “good reason,” (iii) as a result of his death or disability, or (iv) as a result of a buyer’s request that his employment be terminated in connection with a change in control, in each case, a pro rata portion of his 2019 time-vesting options eligible to vest in the quarter of termination based on the number of days Mr. Rousseau was employed from the immediately preceding vesting date will vest. With respect to Mr. Rousseau only, upon a termination of his employment (i) by us without “cause,” (ii) by him for “good reason,” all of his then-unvested 2023 stock options vest upon his termination. (5) Amounts shown represent the estimated cost of providing the executive officer with continued medical insurance under COBRA for a period of 18 months, for Mr. Rousseau, a period of 14 months for Ms. Nalley and a period of 12 months, for Mr. Barnes and Mses. Phipps and Nalley, in each case, assuming 2025 rates. Mr. Greenwell did not participate in our medical plans during 2025 and would have been ineligible for COBRA as of December 31, 2025.

  41. Director Compensation

    Director Compensation The following table provides information concerning the compensation paid to or earned by the members of the Board (other than our Affiliated Directors (as defined below) who do not receive directors fees) for their service as directors for 2025. whether or not deferred:

  42. Director Compensation

    | | Fees | | All | | | | Earned or | Stock | Other | | | | Paid in | Awards | Compensation | Total | | Name (1) | Cash ($)(2) | ($)(3)(4) | ($) | ($) | | Olivia Kirtley | 178,125 | 251,939 | — | 430,064 | | Steve Miller | 175,000 | 251,939 | — | 426,939 | | Tim Wicks | 175,000 | 251,939 | — | 426,939 |

  43. Director Compensation

    (1) Information on Mr. Rousseau, who is also a director, is included in the Summary Compensation Table above. (2) The amounts reflected in this column reflect annual cash Board retainer fees, committee chair fees, committee membership fees, as applicable, and cash compensation relating to a special Board project of $37,500 paid to each of Dr. Miller, Mr. Wicks, and Ms. Kirtley. (3) The amounts reflected in this column represent the aggregate grant date fair value of each stock award calculated in accordance with FASB ASC Topic 718. For restricted stock unit awards, the grant date fair value is calculated by multiplying the number of shares by the closing price of the Company's Common Stock on the grant date. (4) As of December 31, 2025, the following directors had unvested shares of restricted stock units: 11,912 for each of Dr. Miller, Mr. Wicks, and Ms. Kirtley.

  44. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Jon Rousseau, our Chief Executive Officer (our “CEO”): For 2025, our last completed fiscal year: • the median of the annual total compensation of all employees of our company (other than our CEO) was $46,679; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table included on page 29 of this Proxy Statement, was $17,841,460. Based on this information for fiscal year 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 382:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median employee we used hourly rate of pay paid to our employees including full-time, part-time and temporary employees as well as certain independent contractors during fiscal year 2025 and their respective regularly scheduled weekly hours of work measured as of November 1, 2025 as the consistently applied compensation measure. From our employee population, we used statistical sampling to collect additional compensation data for a group of employees who were paid within a relatively narrow range around our estimated median consistently applied compensation measure. From this group, we selected an employee who was reasonably representative of our workforce to be our median employee. Once we identified our median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed above. The total compensation of our median employee was determined to be $46,679. This total compensation amount for our median employee was then compared to the total compensation of our CEO disclosed above in the Summary Compensation Table, of $17,841,460. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table.

  45. Pay versus Performance

    Pay versus Performance The information below is provided pursuant to the SEC pay versus performance disclosure requirements set forth in Item 402(v) of SEC Regulation S-K (the “Pay Versus Performance Rule”), which requires companies to disclose certain information about the relationship between performance and the compensation of named executive officers.

  46. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(a) | Summary Compensation Table Total our PEO($)(b) | Compensation Actually Paid to our PEO($)(c) | Average Summary Compensation Table Total for Other NEOs($)(d) | Average Compensation Actually Paid to Other NEOs($)(e) | Total Shareholder Return($)(f) | Peer Group Total Shareholder Return($)(g) | Net Income ($)(h) | Adjusted EBITDA ($M)(i) | | 2025 | 17,841,460 | 44,114,009 | 1,873,666 | 4,392,928 | 340.45 | 123.82 | 189,113,000 | 760 | | 2024 | 17,673,893 | 15,859,808 | 1,917,970 | 1,842,076 | 154.82 | 103.33 | 20,521,000 | 588 |

  47. Pay versus Performance

    (1) The dollar amounts in column (b) represent the compensation reported for Mr. Rousseau for each corresponding year in the “Total” column of the Summary Compensation Table for the relevant years. (2) The dollar amounts in columns (c) and (e) represent the amount of “Compensation Actually Paid” (otherwise known as CAP), as computed in accordance with SEC rules. Compensation Actually Paid does not represent cash or equity value realized or paid to our named executive officers (“NEOs”) but rather is a value calculated under applicable SEC rules. The following table details how Compensation Actually Paid is determined:

  48. Pay versus Performance

    | | 2025 | | | | Mr. Rousseau ($) | Average for Other NEO ($) | | Summary Compensation Table (“SCT”) Total | 17,841,460 | 1,873,666 | | Grant Date Fair Value of Stock Awards from SCT | (6,000,015) | (512,505) | | Grant Date Fair Value of Option Awards from SCT | (5,999,997) | (512,502) | | Fair Value of Equity Awards Granted in the Year and Unvested as of Year End | 19,114,756 | 1,075,321 | | Change in Fair Value from Prior Year End of Outstanding and Unvested Awards Granted in Prior Years | 15,104,889 | 1,043,693 | | Change in Fair Value from Prior Year End of Vested Awards Granted in Prior Years | 4,052,916 | 1,425,256 | | Fair Value at Vesting Date of Vested Awards Granted in Current Year | — | — | | Compensation Actually Paid | 44,114,009 | 4,392,928 |

  49. Pay versus Performance

    (3) The dollar amounts in column (d) represent the average amounts of compensation reported for the other NEOs for each corresponding year in the “Total” column of the Summary Compensation Table for the relevant fiscal year. For 2024, the other NEOs were Jim Mattingly, Steven Reed, Bob Barnes, Mike McMaude and Lisa Nalley. For 2025, the other NEOs were Jim Mattingly, Jennifer Phipps, Bob Barnes, Lisa Nalley, Scott Greenwell and Jennifer Yowler. (4) Our TSR in column (f) was determined based on the value of an initial fixed investment of $100, as of January 26, 2024, our registration date, including the reinvestment of any dividends. (5) The amounts shown in this column reflect the cumulative total shareholder return for each fiscal year in the table calculated in the manner prescribed by Item 201(e) of Regulation S-K and reflects the cumulative value of $100 if such amount were invested on January 26, 2024, our registration date, in the S&P 500 Health Care Services Select Industry Index. (6) EBITDA in column (i) represents the most important financial performance measure used to link Compensation Actually Paid to Company performance (the “Company Selected Measure” as defined in the Pay Versus Performance rules).

  50. Relationship Between Compensation Actually Paid and our Total Shareholder Return

    Relationship Between Compensation Actually Paid and our Total Shareholder Return

  51. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  52. Relationship Between Compensation Actually Paid and Adjusted EBITDA

    Relationship Between Compensation Actually Paid and Adjusted EBITDA