BTSGU BrightSpring Health Services Inc

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

BrightSpring Health Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 September 27, 2024, 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. Steve Miller to the Board as a Class II director to fill the resulting vacancy. Dr. Miller will serve until the end of Class II’s term, which expires at the second annual meeting of stockholders following the date of the Company’s initial public offering. The Board also appointed Dr. Miller to serve as a member of the Audit Committee of the Board and as the chair of the Quality & Compliance and Governance Committee of the Board.

Dr. Miller 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. Miller’s appointment to the Board, the Company intends to enter into an indemnification agreement with Dr. Miller 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. Miller 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. Miller 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. Miller to the Board, the Company issued a press release on September 30, 2024. 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.

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.

FOR IMMEDIATE RELEASE

Media Contact:

Leigh White

leigh.white@brightspringhealth.com

502.630.7412

BrightSpring Health Services, Inc. Welcomes Dr. Steve Miller to Board of Directors

Louisville, Ky., September 30, 2024 — BrightSpring Health Services (“BrightSpring” or “the Company”) (NASDAQ: BTSG), a leading provider of home- and community-based health services for complex populations, today announced that Dr. Steve Miller was appointed as a Class II member of the Board of Directors. Dr. Miller will also serve as a member of the Board’s Audit Committee and as the chair of the Board’s Quality & Compliance and Governance Committee.

As a nationally recognized advocate for greater access, affordability, and excellence in healthcare, Dr. Miller brings decades of experience to the Company as a medical researcher, clinician, and administrator across numerous healthcare settings and arenas.

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 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.

“We are excited to welcome Dr. Steve Miller, as a thought leader in healthcare, to our board,” said BrightSpring President and CEO Jon Rousseau. “Steve brings decades of experience as a clinical leader in the field, along with unique insights into drivers of patient success, from the lens of a clinician, medical administrator, and researcher. Dr. Miller will be a valued voice as we continue to work to create better solutions for patients and address challenging needs in healthcare.”

“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 communities,” said Dr. Steve Miller. “It has long been my focus to make a difference in healthcare. I believe my years of service as a clinician and researcher will bring a unique perspective to further drive innovation and success in the future, for BrightSpring, patients, and other key stakeholders in healthcare.”

Throughout his career, Dr. Miller has received countless awards and honors for his work, including the American Heart Association Scholar in Residence, the American Heart Association Clinician-Scientist Award, the Central Society for Clinical Research’s Young Investigator Award, Marquis Who’s Who in Medicine and Healthcare, the Olin School of Business Distinguished Alumni Award, and the Washington University Distinguished Alumni Award.

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About BrightSpring Health Services

BrightSpring Health Services provides complementary and integrated home- and community-based pharmacy and 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 primary care, and rehabilitation and behavioral health, we provide comprehensive care and clinical solutions in all 50 states to over 400,000 customers, clients and patients daily.