BrightSpring Health Services Inc美股招股说明书(2026-03-02版)

Subject to Completion, dated March 2, 2026. PROSPECTUS SUPPLEMENT(To Prospectus dated June 10, 2025)20,000,000 Shares 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 20,000,000 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 February 27, 2026, the closing sales price of our common stock as reported onNasdaq was $41.43 per share. Subject to the completion of this offering, we intend to concurrently purchase from theunderwriter, out of the aggregate of 20,000,000 shares of our common stock that are the subject ofthis offering, a number of shares (rounded down to the nearest whole share) having an aggregatepurchase price of up to the lesser of (i) $60 million and (ii) 10% of the aggregate size of thisoffering. The price per share to be paid by us will equal the price at which the underwriter willpurchase the shares from the selling stockholders in this offering. We refer to this repurchase ofshares by us as the “Repurchase.” The underwriter will not receive any compensation for theshares of common stock being repurchased by us. The offering is not conditioned upon thecompletion of the Repurchase. Nothing in this prospectus supplement should be construed as anoffer to sell, or the solicitation of an offer to buy, any shares of our common stock subject to theRepurchase. See “Recent Developments—Concurrent Stock Repurchase” and “The Repurchase.” Investing in our common stock involves risk. See “Risk Factors” beginning on pageS-9of 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. (1)See “Underwriting” on pageS-25for additional information regarding underwriting compensation.(2)Reflects that the shares of common stock purchased by us in the Repurchase will be sold at $pershare.(3)Reflects that no discount will be paid to the underwriter on shares of common stock purchased by us in theRepurchase. The underwriter expects to deliver the shares against payment in New York, New Yorkon or about, 2026. Goldman Sachs & Co.LLC Prospectus Supplement dated 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-7Risk FactorsS-9The RepurchaseS-15Special Note Regarding Forward-Looking StatementsS-16Use of ProceedsS-19Dividend PolicyS-19Selling StockholdersS-20Certain United States Federal Income Tax Consequences to Non-U.S.HoldersS-22UnderwritingS-25Legal MattersS-30ExpertsS-30Where You Can Find More InformationS-30Incorporation By ReferenceS-31 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,orincorporatedby reference,in this prospectus supplement and theac