BrightSpring Health Services Inc美股招股说明书(2025-10-21版)

BrightSpring Health Services, Inc. Common Stock The selling stockholders named in this prospectus supplement, including KKR PhoenixAggregator L.P., or the KKR Stockholder, and certain members of management, are offering anaggregate of 15,000,000 shares of common stock of BrightSpring Health Services, Inc. We willnot receive any proceeds from the sale of our common stock by the selling stockholders other thanproceeds received in connection with the cash exercise of stock options by the management sellingstockholders in connection with the offering. Our common stock is listed on the Nasdaq Global Market, or Nasdaq, under the symbol“BTSG.” On October 20, 2025, the closing sales price of our common stock as reported onNasdaq was $30.47 per share. Subject to the completion of this offering, we intend to concurrently purchase from theunderwriter, out of the aggregate of 15,000,000 shares of our common stock that are the subject ofthis offering, 1,500,000 shares of common stock. The price per share to be paid by us will equalthe price at which the underwriter will purchase the shares from the selling stockholders in thisoffering. We refer to this repurchase of shares by us as the “Repurchase.” The underwriter will notreceive any compensation for the shares of common stock being repurchased by us. The offering isnot conditioned upon the completion of the Repurchase. Nothing in this prospectus supplementshould be construed as an offer to sell, or the solicitation of an offer to buy, any shares of ourcommonstock subject to the Repurchase.See“Recent Developments—Concurrent StockRepurchase” and “The Repurchase.” Investing in our common stock involves risk. See “Risk Factors” beginning on pageS-15of this prospectus supplement and in the reports we file with the Securities and ExchangeCommission, or the SEC, pursuant to the Securities Exchange Act of 1934, as amended, or theExchange Act, incorporated by reference in this prospectus supplement or the accompanyingprospectus, to read about factors you should consider before buying shares of our commonstock. Neither the SEC nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement orthe accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriter has agreed to purchase our common stock from the selling stockholdersat a price of $28.7820 per share, which will result in total proceeds, before expenses, to the sellingstockholders of $431,730,000. The underwriter may offer our common stock, other than sharessubject to the Repurchase, from time to time in transactions on the Nasdaq Global Market, in theover-the-counter market, through negotiated transactions or otherwise at market prices prevailingat the time of sale or at negotiated prices. See “Underwriting” in this prospectus supplement for adescription of the compensation payable to the underwriter. The underwriter expects to deliver the shares against payment in New York, New Yorkon or about October 22, 2025. BofA Securities Prospectus Supplement dated October 20, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageAbout This Prospectus SupplementS-1Market, Ranking and Other Industry DataS-2Trademarks, Service Marks and TradenamesS-2Basis of PresentationS-2Non-GAAP Financial MeasuresS-4Prospectus Supplement SummaryS-5The OfferingS-13Risk FactorsS-15The RepurchaseS-21Special Note Regarding Forward-Looking StatementsS-22Use of ProceedsS-25Dividend PolicyS-25Selling StockholdersS-26Certain United States Federal Income Tax Consequences to Non-U.S.HoldersS-28UnderwritingS-31Legal MattersS-37ExpertsS-37Where You Can Find More InformationS-37Incorporation By ReferenceS-38 PROSPECTUS PageProspectus Summary2Risk Factors3Forward-Looking Statements and Risk Factor Summary3Use of Proceeds6Determination of Offering Price6Selling Stockholders6Plan of Distribution6Description of Capital Stock9Legal Matters16Experts16Where You Can Find More Information17Information Incorporated by Reference17 You should rely only on the information contained, or incorporatedbyreference,in this prospectus supplement and the accompanyingprospectus or in any free writing prospectus that we authorize to bedelivered to you. We, the selling stockholders and the underwriter have notauthorizedanyone to provide any information or to make anyrepresentations other than those contained, or incorporated by reference, inthis prospectus supplement and the accompanying prospectus or in any freewriting prospectus we have prepared. We, the selling stockholders and theunderwriter take no responsibility for, and can provide no assurance as tothe reliability of, any other information that others may provide you. Theselling stockholders and the underwriter are offering to sell, and seekingoffers to buy, these securities only in jurisdictions where offers and sales arepermitted.You should assume that the information contained,orincorpo