
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Table of Contents PART I Item 1.Business1Item 1A.Risk Factors21Item 1B.Unresolved Staff Comments54Item 1C.Cybersecurity54Item 2.Properties56Item 3.Legal Proceedings56Item 4.Mine Safety Disclosures56 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities57Item 6.[Reserved]58Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations59Item 7A.Quantitative and Qualitative Disclosures About Market Risk79Item 8.Financial Statements and Supplementary Data81Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure123Item 9A.Controls and Procedures123Item 9B.Other Information123Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections123 PART III Item 10.Directors, Executive Officers and Corporate Governance124Item 11.Executive Compensation124Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters124Item 13.Certain Relationships and Related Transactions, and Director Independence124Item 14.Principal Accountant Fees and Services124 PART IVItem 15. Exhibits and Financial Statement Schedules125Form 10-K Summary129 GLOSSARY As used in this Annual Report on Form 10-K (this “Form 10-K”), the terms identified below have themeanings specified below unless otherwise noted or the context indicates otherwise. BrightSpring Health Services,Inc. conducts its operations through its subsidiaries, including its indirect subsidiaries, BrightSpring Health HoldingsCorp. and its wholly-owned subsidiary, ResCare, Inc., and PharMerica Corporation, or PharMerica. As used in thisAnnual Report on Form 10-K, unless otherwise stated or the context requires otherwise, the terms “BrightSpring,”the “Company,” “we,” “us,” and “our” refer to BrightSpring Health Services, Inc. and its consolidated subsidiaries. •“ABA” means applied behavioral analysis, a type of therapy that focuses on improving specificbehaviors;•“ABI/TBI” means acquired/traumatic brain injury;•“ACO” means accountable care organization;•“Behavioral” patients and populations mean individuals with intellectual and developmental disabilitiesincluding mental illness;•“BrightSpring,” “BrightSpring Health Services,” “Company,” “we,” “us,” and “our” refer toBrightSpring Health Services, Inc. and its consolidated subsidiaries;•“de novo” means new branch, agency, facility, clinic, and pharmacy locations;•“First Lien Facilities” mean, collectively, the First Lien Term Loan Facility, the Revolving CreditFacility, and the LC Facility;•“First Lien Term Loan Facility” means, collectively, the Initial Term Loans, the Tranche B-2 TermLoans, the Tranche B-3 Term Loans, the Tranche B-4 Term Loans, and the Tranche B-5 Term Loans,which are collectively described under “Management’s Discussion and Analysis of Financial Conditionand Results of Operations—Liquidity and Capital Resources—Debt”;•“HCI” means Hospice Care Index, which captures care processes occurring throughout the hospice stay.The HCI is a single measure comprising ten indicators calculated from Medicare claims data. Eachindicator equally affects the single HCI score, reflecting the equal importance of each aspect of caredelivered from admission to discharge. The HCI score does not have a traditional numerator ordenominator. Instead, a hospice, assuming 20 or more discharges in the two pooled years of data, isawarded a point for meeting each criterion for each of the ten claims-based indicators. The sum of thepoints earned from meeting the criterion of each individual indicator results in the hospice’s HCI score.HCI scores can range from 0 to a perfect 10;•“I/DD” means an intellectual/developmental or cognitive disability;•“independent” when (i) describing independent provider of home and community-based health servicesmeans non-hospital providers that are not associated with a payor and (ii) describing independentplatform of pharmacy services or independent specialty pharmacy means non-retail pharmacies that arenot associated with a




