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BrightSpring Health Services, Inc.

For the period ended Mar 31, 2026. Filed May 1, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 1, 2026

BTSG$67.15+2.0%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements

Index to Notes to Condensed Consolidated Financial Statements

Page
Note 1 - Significant Accounting Policies9
Note 2 - Discontinued Operations10
Note 3 - Revenue12
Note 4 - Acquisitions13
Note 5 - Goodwill and Intangible Assets15
Note 6 - Debt and Derivatives16
Note 7 - TEUs17
Note 8 - Income Taxes18
Note 9 - Detail of Certain Balance Sheet Accounts18
Note 10 - Earnings Per Share19
Note 11 - Segment Information20

Notes to Condensed Consolidated Financial Statements

  1. Significant Accounting Policies

Description of Business

BrightSpring Health Services, Inc. and its subsidiaries (“BrightSpring”, the “Company”, “we,” “us,” or “our”) is a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to complex patients. Our platform delivers clinical services and pharmacy solutions across Medicare, Medicaid, and commercially-insured populations.

On December 7, 2017, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR” or “KKR Stockholder”) and Walgreens Boots Alliance, Inc. (“WBA”) purchased PharMerica Corporation (“PharMerica”) and on March 5, 2019, expanded with the acquisition of BrightSpring Health Holdings Corp. The surviving entity was renamed BrightSpring Health Services, Inc. WBA sold their remaining ownership interests in the Company in 2025 through open market transactions and is no longer considered a related party of the Company. As a result of the registered secondary public offerings in 2025, the Company no longer qualifies as a “controlled company” under the Nasdaq Stock Market LLC listing standards.

On January 17, 2025, the Company entered into a purchase agreement to divest its community living services, home and community based waiver programs, and intermediate care facilities (the “Community Living business”). The transaction closed on March 30, 2026.

In March 2026, KKR Stockholder and certain management selling stockholders completed an additional registered secondary public offering of 20,000,000 shares of the Company's common stock (the “March 2026 Offering”) and the Company concurrently repurchased 1,464,807 shares of common stock from the underwriter at the same price the underwriter purchased the shares from the selling stockholders. The Company did not sell any shares of common stock that were offered in the March 2026 Offering. The Company did not receive any proceeds from the March 2026 Offering, other than proceeds received in connection with the cash exercise of stock options by the management selling stockholders in connection with the March 2026 Offering. The par value of the shares repurchased and the amount paid to repurchase the shares in excess of the par value were recorded as common stock and retained earnings, respectively, in the unaudited condensed consolidated balance sheets.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of BrightSpring Health Services, Inc. and its subsidiaries. The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated.

We record a noncontrolling interest for the allocable portion of income or loss and comprehensive income or loss to which the noncontrolling interest holders are entitled based upon their ownership share of the affiliate. The Company determined noncontrolling interests for certain of these VIEs to be redeemable noncontrolling interests, which are presented in the unaudited condensed consolidated balance sheets as redeemable noncontrolling interests.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations, and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. Our results of operations for the interim periods presented are not necessarily indicative of the results of our operations for the entire year.

As discussed in Note 2, the Community Living business met the criteria to be reported as discontinued operations and held for sale during the first fiscal quarter of 2025. Therefore, the Company has reported the historical results of the Community Living business, including the results of operations and cash flows as discontinued operations for all periods presented herein, and related assets and liabilities, as held for sale as of December 31, 2025. Unless otherwise noted, all activities and amounts reported in the accompanying notes to the unaudited condensed consolidated financial statements relate to the continuing operations of the Company and exclude activities and amounts related to the Community Living business.

This report should be read in conjunction with our consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, which includes information and disclosures not included herein. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented, as allowed by the rules and regulations of the Securities and Exchange Commission.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates are involved in the valuation of accounts receivable, inventory, intangible assets, derivatives, contingent consideration, taxes, insurance reserves, share-based compensation, and goodwill. Actual amounts may differ from these estimates.

Commitments and Contingencies

The Company is party to various legal and/or administrative proceedings arising out of the operation of our programs and arising in the ordinary course of business. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not believe the ultimate liability, if any, for outstanding proceedings or claims, individually or in the aggregate, in excess of amounts already provided, will have a material adverse effect on our consolidated financial condition, results of operations, or cash flows. It is reasonably possible that an adverse determination might have an impact on a particular period. While we believe our provision for legal contingencies is adequate, the outcome of legal proceedings is difficult to predict, and we may settle legal claims or be subject to judgments for amounts that exceed our estimates.

Related Party Transactions

There were no related party transactions for the periods presented other than those disclosed elsewhere in these notes to the unaudited condensed consolidated financial statements.

Recently Adopted Accounting Standards

There were no new accounting standards adopted during the three months ended March 31, 2026.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which was further clarified in January 2025 through the issuance of ASU 2025-01. These ASUs require new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of goods and services and selling, general, and administrative expenses. The amendments in these ASUs are effective for annual periods beginning after December 15, 2026, with early adoption permitted. The adoption of this guidance will have no impact on the Company's consolidated financial condition or results of operations. The Company is currently evaluating the impact to the related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment. The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating the impacts of this guidance on the consolidated financial statements and related disclosures.

  1. Discontinued Operations

On January 17, 2025, BrightSpring entered into a definitive agreement to sell its Community Living business to National Mentor Holdings, Inc. (the “Purchaser”) for $835.0 millionin cash upon closing, subject to certain post-closing adjustments. We entered into the transaction in order to streamline our service offerings and further focus on the senior and specialty populations. On March 30,

2026, the Company completed the transaction pursuant to the terms of the definitive agreement for cash proceeds of$810.9 million, resulting in a pre-tax gain on sale of $103.4 million.

The following tables reconciles the gross proceeds on sale of the Community Living business:

For the Three Months Ended
March 31,
Gross proceeds$835,000
Less: certain post-closing adjustments11,073
Less: direct costs to sell13,854
Less: carrying amount of Community Living business706,661
Gain on sale of discontinued operations$103,412
Less: current and deferred tax impact72,218
Net gain on sale of discontinued operations$31,194

The Company determined the divestiture of the Community Living business represents a strategic shift that will have a major effect on its business and concluded the criteria for classification as discontinued operations were met during the first fiscal quarter of 2025. Accordingly, the Community Living business is reported as discontinued operations in accordance with Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations. The Community Living business was historically presented as a part of the Provider Services reportable segment.

In accordance with ASC 205-20, Allocation of Interest to Discontinued Operations, the Company elected to allocate interest expense to discontinued operations for the Company’s debt that is not directly attributed to the Community Living business. Interest expense was allocated based on a ratio of net assets held for sale to the sum of consolidated net assets and consolidated debt. In addition, upon closing of the divestiture, we entered into a transition services agreement (“TSA”) with the Purchaser to support the Purchaser's post-closing operations of the Community Living business by providing the Purchaser with certain transition services in exchange for service fees in the form of both fixed-price and pass through costs over the 18 months following the close of the transaction. Transition services primarily include finance and accounting, human resources, IT, facilities management, and compliance services.

The financial results of the Community Living business are presented as income from discontinued operations on our unaudited condensed consolidated statements of operations through March 31, 2026. The following table presents the financial results of the Community Living business (in thousands):

For the Three Months Ended
March 31,
20262025
Services revenue$306,646$299,106
Cost of services206,585204,183
Gross profit100,06194,923
Selling, general, and administrative expenses37,96660,744
Operating income of discontinued operations62,09534,179
Interest expense, net6,6777,907
Gain on sale of discontinued operations103,412—
Income of discontinued operations before incomes taxes158,83026,272
Income tax expense of discontinued operations84,5036,478
Income from discontinued operations, net of income taxes$74,327$19,794

The following table presents the aggregate carrying amounts of assets and liabilities held for sale for the Community Living business as of December 31, 2025 in the unaudited condensed consolidated balance sheet (in thousands):

Assets
Current assets:
Cash and cash equivalents$107
Accounts receivable, net of allowance for credit losses136,875
Inventories3,294
Prepaid expenses and other current assets2,717
Total current assets held for sale142,993
Property and equipment, net of accumulated depreciation of $104,31483,465
Goodwill307,640
Intangible assets, net of accumulated amortization216,192
Operating lease right-of-use assets, net129,005
Other assets2,894
Total assets held for sale$882,189
Liabilities
Current liabilities:
Trade accounts payable$25,081
Accrued expenses59,038
Current portion of obligations under operating leases32,749
Current portion of obligations under financing leases7,691
Total current liabilities held for sale124,559
Obligations under operating leases, net of current portion57,771
Obligations under financing leases, net of current portion12,766
Deferred income taxes, net390
Long-term liabilities508
Total liabilities held for sale$195,994

The following table presents the significant non-cash items and purchases of property and equipment for the discontinued operations that are included in the accompanying unaudited condensed consolidated statements of cash flows (in thousands):

For the Three Months Ended
March 31,
20262025
Cash flows from operating activities of discontinued operations:
Depreciation and amortization$—$1,329
Share-based compensation(9,301)3,207
Gain on sale of discontinued operations(103,412)—
Cash flows used in investing activities of discontinued operations:
Purchases of property and equipment3,0883,044
  1. Revenue

The Company is substantially dependent on revenues received under contracts with federal, state, and local government agencies. Operating funding sources are generally earned from Medicaid, Medicare, commercial insurance reimbursement, and from private and other payors. There isno single customer whose revenue was 10% or more of our consolidated revenue during the periods presented. The following tables set forth revenue by payor type (in millions):

Pharmacy Solutions
For the Three Months Ended March 31,
20262025
Revenue% of RevenueRevenue% of Revenue
Commercial insurance$959.426.5%$674.523.4%
Medicaid308.68.5%238.28.3%
Medicare Part A137.73.8%140.44.9%
Medicare Part B20.30.6%19.50.7%
Medicare Part C602.416.7%487.716.9%
Medicare Part D1,074.129.7%910.931.6%
Private & other68.82.0%61.02.2%
$3,171.387.8%$2,532.288.0%
Provider Services
For the Three Months Ended March 31,
20262025
Revenue% of RevenueRevenue% of Revenue
Commercial insurance$54.91.5%$41.41.4%
Medicaid97.12.7%85.13.0%
Medicare Part A171.24.7%122.44.3%
Medicare Part B1.50.0%1.50.1%
Medicare Part C64.61.8%32.61.1%
Private & other53.11.5%62.92.1%
$442.412.2%$345.912.0%
Consolidated
For the Three Months Ended March 31,
20262025
Revenue% of RevenueRevenue% of Revenue
Commercial insurance$1,014.328.0%$715.924.8%
Medicaid405.711.2%323.311.3%
Medicare Part A308.98.5%262.89.2%
Medicare Part B21.80.6%21.00.8%
Medicare Part C667.018.5%520.318.0%
Medicare Part D1,074.129.7%910.931.6%
Private & other121.93.5%123.94.3%
$3,613.7100.0%$2,878.1100.0%

Refer to Note 11 for the disaggregation of revenue by reportable segment.

  1. Acquisitions

2026 Acquisitions

There wereno acquisitions completed during thethree months ended March 31, 2026.

2025 Acquisitions

During the year ended December 31, 2025, we completed three acquisitions within the Provider Services segment for aggregate consideration net of cash acquired of $247.0 million. We entered into these transactions in order to expand our services and geographic offerings. The operating results of these acquisitions are included in our unaudited condensed consolidated financial statements from the respective dates of the acquisition.

Amedisys and LHC Branches Acquisition

The Company entered into a purchase agreement with Amedisys, Inc., UnitedHealth Group Incorporated and certain of their respective subsidiaries, to purchase certain Amedisys home health and hospice care centers and certain UnitedHealth Group care centers (the “Amedisys and LHC Branches Acquisition”), which is comprised of 110 branches, for a total purchase price of $246.4 million, net of cash acquired. On December 1, 2025 and December 31, 2025, the Company closed on 103 branches and 4 branches, respectively, as a part of the Amedisys and LHC Branches Acquisition for aggregate consideration of $238.5 million net of cash acquired of which $42.2 million was paid in the first fiscal quarter of 2026. The closing of the remaining three branches is expected to occur in fiscal year 2026, subject to customary regulatory approvals and other closing conditions.

Upon closing, we entered into a one-year TSA with the sellers to support our post-closing operations of the Amedisys and LHC Branches Acquisition. The sellers will continue to provide certain transition services in exchange for fixed-price service fees. Transition services primarily include finance and accounting, human resources, IT, and legal and compliance services. The fees associated with the services rendered under the TSA are not material to our results of operations and are recorded within selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations.

The Amedisys and LHC Branches Acquisition provides home health and hospice care services through several legal entities in 18 states, of which 17 states have closed as of March 31, 2026. Its results are consolidated within the Provider Services segment. The allocation of the purchase price is provisional as of March 31, 2026. Provisional amounts primarily relate to the valuation of intangible assets, certain lease right-of-use assets and lease liabilities, working capital accounts (accounts receivable and certain accruals), and the valuation of redeemable noncontrolling interests. The provisional status is due to pending third‑party valuations, receipt of additional information from the sellers, and completion of certain closing procedures. We expect to complete the purchase price allocation no later than December 1, 2026. During the measurement period, we will record adjustments to provisional amounts with a corresponding adjustment to goodwill, reflecting facts and circumstances that existed as of the acquisition dates. The following table summarizes the consideration paid (in thousands) for the Amedisys and LHC Branches Acquisition and the provisional fair value of the assets acquired and the liabilities assumed at the respective acquisition dates.

Accounts receivable$35,715
Prepaid expenses and other current assets32
Property and equipment5,633
Goodwill162,986
Intangible assets62,897
Operating lease right-of-use assets12,604
Other assets96
Trade accounts payable1,881
Accrued expenses10,813
Current portion of obligations under operating leases4,177
Current portion of obligations under financing leases1,797
Obligations under operating leases, net of current portion8,427
Obligations under financing leases, net of current portion3,587
Long-term liabilities2,773
Redeemable noncontrolling interests8,084
Noncontrolling interest(35)
Aggregate purchase price, net of cash acquired$238,459

The Company acquired eight joint ventures as a part of the transaction which are recorded either as redeemable noncontrolling interests or noncontrolling interest on the unaudited condensed consolidated balance sheets based on the nature of the joint venture.

The fair value of acquired licenses of $62.9 million was based upon a third-party valuation, of which $56.0 million were assigned an indefinite life. The definite-lived licenses have an estimated weighted average useful life of 10.0 years. We expect all of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisition.

The Amedisys and LHC Branches Acquisition contributed $78.5 million in revenue and $7.4 million in operating income during the three months ended March 31, 2026. The Amedisys and LHC Branches Acquisition was not completed until the fourth fiscal quarter of 2025, as such it did not contribute any revenue or operating income during the three months ended March 31, 2025.

The following table contains the unaudited pro forma consolidated financial information, assuming that the Amedisys and LHC Branches Acquisition transaction closed on January 1, 2025 (in thousands):

For The Three Months Ended
March 31,
Revenue$2,963,594
Operating income$60,724
Net income from continuing operations attributable to BrightSpring Health Services, Inc. and subsidiaries$17,037

These pro forma results include adjustments for current factors that would affect the business, including non-recurring transaction costs, depreciation, amortization of acquired intangible assets, and income taxes based on the Company's statutory tax rate. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2025 and does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition.

Others

Aggregate consideration for thetwo other acquisitions completed in 2025 was approximately $8.5 million. No cash was acquired as a part of these transactions. The operating results of the acquisitions are not material to our results of operations.

The Company expects to finalize the purchase price allocation for the 2025 acquisitions prior to the one-year anniversary date of each acquisition. During the three months ended March 31, 2025, the Company incurred immaterial transaction costs related to all 2025 acquisitions, including those acquisitions completed in subsequent quarters of 2025. These costs are included in selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations.

  1. Goodwill and Intangible Assets

A summary of changes to goodwill, by reportable segment, is as follows (in thousands):

Goodwill
Pharmacy SolutionsProvider ServicesTotal
Goodwill at January 1, 2026*$841,052$1,704,621$2,545,673
Measurement period adjustments—(12,056)(12,056)
Foreign currency adjustments—(62)(62)
Goodwill at March 31, 2026*$841,052$1,692,503$2,533,555
  • For the periods presented, the carrying amount of goodwill is presented net of accumulated impairment losses of $40.9 million, which were incurred in fiscal year 2022.

Intangible assets are as follows (in thousands):

March 31, 2026 · December 31, 2025
GrossAccumulatedAmortizationNet Carrying ValueGrossAccumulatedAmortizationNet Carrying ValueLife(Years)
Customer relationships$501,510$368,679$132,831$502,160$356,146$146,0145-20
Trade names318,768160,123158,645318,768154,601164,1672-20
Licenses67,39519,97347,42267,39518,88648,50910-20
Doctor/payor network4,2603,7684925,6504,9876635-8
Covenants not to compete6,6044,9841,6206,6544,7171,9372-7
Other intangible assets10,9408,3162,62410,9407,9253,0155-7
Total definite-lived assets$909,477$565,843$343,634$911,567$547,262$364,305
Licenses193,250—193,250193,250—193,250Indefinite
Total intangible assets$1,102,727$565,843$536,884$1,104,817$547,262$557,555

Amortization expense for the three months ended March 31, 2026 and 2025 was$20.7 million and$23.4 million, respectively.

  1. Debt and Derivatives

The table below summarizes the total outstanding debt of the Company (in thousands):

March 31, 2026December 31, 2025
RateAmountRateAmount
First Lien Incremental Term Loan Tranche B-5 - payable to lenders at SOFR plus applicable margin6.17%$2,514,8726.22%$2,521,255
Revolving Credit Loans - payable to lenders at SOFR plus applicable margin6.42%—6.47%—
Swingline/Base Rate - payable to lenders at ABR plus applicable margin8.50%—8.50%—
Amortizing Notes (1)25,39431,360
Notes payable and other17,12517,129
Total debt2,557,3912,569,744
Less: debt issuance costs, net59,56062,200
Total debt, net of debt issuance costs2,497,8312,507,544
Less: current portion of long-term debt52,96052,340
Total long-term debt, net of current portion$2,444,871$2,455,204

(1)

See Note 7 for discussion of Amortizing Notes.

The following discussion summarizes the debt agreements for the three months ended March 31, 2026 and the year ended December 31, 2025.

First Lien Credit Agreement

On March 5, 2019, the Company entered into a First Lien Credit Agreement (the “First Lien”), with Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent.

On December 11, 2024, we amended the First Lien to refinance the outstanding principal by establishing a Tranche B-5 Term Loan (“Tranche B-5”) in an aggregate principal amount of $2,553.2 million at a rate equal to Secured Overnight Financing Rate (“SOFR”) plus 2.50% or Alternate Base Rate (“ABR”) plus 1.50% with a maturity date of February 21, 2031. Principal payments are due on the last business day of each quarter, which commenced in the first fiscal quarter of 2025 and equate to 0.25% of the principal at issuance, with a balloon payment due February 21, 2031.

Revolving Credit Facility

The First Lien also extends credit in the form of a Revolving Credit Facility with a borrowing capacity of $475.0 million (the “Revolver”), of which up to $50.0 million is available as swingline loans and up to $82.5 million is available as letters of credit (the “LC Sublimit”). The Revolver will mature on June 30, 2028. Borrowings bear interest at a rate equal to SOFR (with a floor of 0.00%) plus 3.00% for the Revolving Credit Loans and ABR (with a floor of 0.00%) plus 2.00% for the Swingline Loans. As of March 31, 2026 and December 31, 2025, the Company had$475.0 million of borrowing capacity available under the Revolver as there wereno borrowings under the Revolver or letters of credit outstanding.

The Company’s First Lien also provides for an additional $65.0 million of letter of credit commitments (the “LC Facility”), which are not subject to the LC Sublimit and do not reduce the Revolver borrowing capacity. As of March 31, 2026, there were$62.9 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of$2.1 million. As of December 31, 2025, there were$62.8 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of$2.2 million.

Derivative Financial Instruments

To manage fluctuations in cash flows resulting from changes in the variable interest rates, the Company entered into receive-variable, pay-fixed interest rate swap agreements. The following table summarizes our interest rate swaps designated as cash flow hedges (in millions):

Notional Amount as of
Financial InstitutionMarch 31, 2026December 31, 2025Effective DatesFixed Rates
Credit Agricole Corporate and Investment Bank$500$5001-year period ending September 30, 20263.72500%
Mizuho Capital Markets5005001-year period ending September 30, 20263.61121%
Credit Agricole Corporate and Investment Bank2502503-year period ending September 30, 20283.33150%
Morgan Stanley2502503-year period ending September 30, 20283.17700%
Existing contracts$1,500$1,500
Mizuho Capital Markets$500$5002-year period ending September 30, 20283.20220%
Forward starting contracts (1)$500$500

(1)

During the fourth fiscal quarter of 2025, we entered into a forward starting interest rate swap agreement, with a $500 million notional amount, to hedge the cash flow risk of variability in interest payment on our variable rate borrowings. The effective date of the forward starting interest rate swap agreement is September 30, 2026. As of March 31, 2026, this contract meets the criteria of a cash flow hedge.

The net fair value of the cash flow hedges as of March 31, 2026 and December 31, 2025 was a$6.9 million asset and a$0.4 million liability, respectively, and is reflected in prepaid expenses and other current assets, other assets, accrued expenses and long-term liabilities, as applicable, in the unaudited condensed consolidated balance sheets. Refer to Note 9 for details. The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves, and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us.

Amounts reported in accumulated other comprehensive income (“AOCI”) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Interest received, including payments made or received under the cash flow hedges, was$0.6 million and$4.4 million for the three months ended March 31, 2026 and 2025, respectively. The Company expects approximately $3.0 million of pre-tax gains to be reclassified out of AOCI into earnings within the next twelve months.

  1. Tangible Equity Units (“TEUs”)

Concurrently with the IPO in 2024, we issued 8,000,000 TEUs, which have a stated amount of $50.00 per unit. Each TEU is comprised of a prepaid stock purchase contract (“Purchase Contract”) and a senior amortizing note (“Amortizing Note”) due February 1, 2027, each issued by the Company. Each TEU may be separated by a holder into its constituent Purchase Contract and Amortizing Note, each of which is considered a freestanding financial instrument. The proceeds from the issuance were allocated to equity and debt based on the relative fair value of the respective components of each TEU.

The value allocated to the Purchase Contract is reflected net of issuance costs in additional paid-in capital. The value allocated to the Amortizing Notes is reflected in long-term debt, with payments expected in the next twelve months reflected in current portion of long-term debt, in the unaudited condensed consolidated balance sheets. The long-term portion of the Amortizing Notes as of December 31, 2025 was $6.6 million. The full value of the Amortizing Notes as of March 31, 2026 was included in current portion of long-term debt since the final installment payment date is due within one-year of the period end. The current portion of the Amortizing Notes as of March 31, 2026 and December 31, 2025 was $25.4 million and $24.8 million, respectively. Issuance costs related to the Amortizing Notes are reflected as a reduction of the carrying amount and are amortized through the maturity date using the effective interest rate method.

Amortizing Notes

The Company pays equal quarterly cash installments of $0.8438 per Amortizing Note on February 1, May 1, August 1 and November 1, commencing on May 1, 2024, except for the May 1, 2024 installment payment, which was $0.8531 per Amortizing Note, with a final installment payment date of February 1, 2027. In the aggregate, the annual quarterly cash installments are the equivalent of 6.75% per year. Each installment payment constitutes a payment of interest and a partial repayment of principal. The Company paid $6.8 million and $6.7 million in TEU installment payments during the three months ended March 31, 2026 and 2025, respectively. The Amortizing Notes rank equally in right of payment with all other existing and future unsecured senior indebtedness and rank senior to all of our existing and future indebtedness, if any, that is subordinated to the Amortizing Notes.

Purchase Contracts

At any time prior to the second scheduled trading day immediately preceding February 1, 2027, a holder may elect to settle its Purchase Contract early, in whole or in part, at an early settlement rate equal to the minimum settlement rate. The Company has the right to settle the Purchase Contracts on or after November 1, 2024, in whole but not in part, on a date fixed by it at an early mandatory settlement rate equal to the maximum settlement rate, subject to certain exceptions. During the three months ended March 31, 2026 and 2025, no TEUs were converted at the holder's option.

Unless settled earlier at the holder’s option or at the Company's election, each Purchase Contract will, subject to postponement in certain limited circumstances, automatically settle on February 1, 2027 for a number of shares of our common stock, subject to certain anti-dilution adjustments, based upon the 20-day volume-weighted average price of our common stock.

The Purchase Contracts are mandatorily convertible into a minimum of 26.2 million shares or a maximum of 30.8 million shares of our common stock on the mandatory settlement date (unless redeemed by us or settled earlier at the unit holder's option). The 26.2 million minimum shares are included in the calculation of basic weighted average shares outstanding. The difference between the minimum and maximum shares represents potentially dilutive securities, which are included in the calculation of diluted weighted average shares outstanding to the extent that the average applicable market value is equal to or greater than $13.00 but is less than or equal to $15.28 during the period (see Note 10).

  1. Income Taxes

The provision for income taxes is attributable to U.S federal, state, and foreign income taxes. The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate and includes the tax effect of items required to be recorded discretely in the interim periods in which those items occur.

A reconciliation of the Company’s effective tax rate is as follows:

For the Three Months Ended
March 31,
20262025
Estimated annual effective tax rate before discrete items25.4%25.7%
Discrete items recognized(15.1)%(28.4)%
Effective tax rate recognized in the statements of operations10.3%(2.7)%

During the three months ended March 31, 2026, the Company’s effective tax rate was lower than the U.S. federal income tax rate, primarily as a result of including $12.5 million in net tax benefits resulting from the recognition of excess tax benefits from share-based compensation, partially offset by limitations on the deductibility of certain executive compensation. During the three months ended March 31, 2025, the Company's effective tax rate was lower than the U.S. federal income tax rate, primarily as a result of including $2.4 million in tax benefits resulting from the recognition of excess tax benefits from share-based compensation.

  1. Detail of Certain Balance Sheet Accounts

Prepaid expenses and other current assets consist of the following (in thousands):

March 31, 2026December 31, 2025
Non-trade receivables$56,584$38,196
Rebate receivable20,87432,407
Inventory returns receivable12,23611,019
Prepaid insurance10,11913,255
Dues and subscriptions8,1247,588
Prepaid maintenance7,3606,025
Interest rate swaps123—
Income tax receivable—864
Other prepaid expenses and current assets11,3869,238
Total prepaid expenses and other current assets$126,806$118,592

Other assets consist of the following (in thousands):

March 31, 2026December 31, 2025
Insurance recoveries$40,768$7,251
Other investments7,4927,481
Interest rate swaps6,9681,181
Cloud computing6,7026,017
Deposits5,8005,722
Deferred compensation4,5694,702
Notes receivable2,8944,012
Deferred debt issuance costs1,5881,764
Equity method investments714721
Other assets859861
Total other assets$78,354$39,712

Accrued expenses consist of the following (in thousands):

March 31, 2026December 31, 2025
Wages and payroll taxes$134,331$131,162
Checks in excess of cash balance35,46534,824
Compensated absences33,07731,543
Workers compensation insurance reserves25,61424,897
Health insurance reserves23,55415,389
Legal settlements and professional fees12,22410,525
Deferred revenue9,1769,039
Property insurance reserves9,10211,170
General and professional liability insurance reserves8,3247,696
Automobile insurance reserves4,3805,585
Taxes other than income taxes3,3543,506
Interest1,1901,507
Interest rate swaps1621,405
Other51,93844,776
Total accrued expenses$351,891$333,024

Long-term liabilities consist of the following (in thousands):

March 31, 2026December 31, 2025
General and professional liability insurance reserves$37,235$25,032
Workers compensation insurance reserves25,47825,369
Automobile insurance reserves10,3459,849
Deferred compensation4,5694,702
Contingent consideration750750
Interest rate swaps—156
Other849707
Total long-term liabilities$79,226$66,565
  1. Earnings Per Share(“EPS”)

Basic net income per share of common stock excludes dilution and is reported separately for continuing operations and discontinued operations. Basic net income per share of common stock for continuing operations and discontinued operations is calculated by dividing net income from continuing operations and discontinued operations attributable to common shareholders by the weighted average number of shares outstanding for the reporting period. Diluted net income per share of common stock is computed by giving effect to all potential weighted average dilutive common stock. In periods of net loss, no potentially dilutive common shares are included in the diluted shares outstanding as the effect is anti-dilutive.

The number of additional shares of common stock related to restricted stock units (“RSUs”) and stock option awards is calculated using the treasury stock method, if dilutive.

For the three months ended March 31, 2026 and 2025, the TEUs were assumed to be outstanding at the minimum settlement amount for weighted-average shares for basic EPS. For the three months ended March 31, 2026 and 2025, the Company's average applicable market value was greater than $15.28, resulting in no dilutive impact to EPS for TEUs. See Note 7 for further discussion of TEUs.

The following table sets forth the computation of basic and diluted net income per share attributable to common shareholders (in thousands, except per share amounts):

For the Three Months Ended
March 31,
20262025
Numerator:
Net income from continuing operations$74,283$9,216
Less: Net loss attributable to noncontrolling interests(157)(532)
Net income from continuing operations attributable to common shareholders74,4409,748
Net income from discontinued operations74,32719,794
Net income attributable to common shareholders$148,767$29,542
Denominator:
Weighted-average shares outstanding - basic204,712201,005
Effect of dilutive securities:
Stock options9,4168,055
RSUs7,1935,867
TEUs——
Weighted-average shares outstanding - diluted221,321214,927
Basic income per share attributable to common shareholders:
Continuing operations$0.36$0.05
Discontinued operations$0.37$0.10
Net income per share$0.73$0.15
Diluted income per share attributable to common shareholders:
Continuing operations$0.34$0.05
Discontinued operations$0.33$0.09
Net income per share$0.67$0.14

The following potentially common share equivalents were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive for the periods presented (in thousands):

For the Three Months Ended
March 31,
20262025
Stock options2,0921,422
RSUs——
TEUs——
Total2,0921,422
  1. Segment Information

The Company's Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who evaluates the performance of our segments and allocates resources based on segment EBITDA. Segment EBITDA is used as the key profitability measure when we set our annual operating plan for each segment, is the metric with which our CODM assesses segment results, and is a key component of our annual variable compensation plans. Segment EBITDA is commonly used as an analytical indicator within the health care industry andis utilized in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.

For all segments, the CODM uses segment EBITDA in the annual budgeting and monthly forecasting process. The CODM considers actual-to budget and actual-to current forecast variances for segment EBITDA on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

Segment amounts exclude certain expenses not specifically identifiable to the segments for functions performed in a centralized manner, which include accounting, finance, human resources, legal, information technology, corporate office support, and overall corporate management. Segment assets and capital expenditures are not provided to the Company’s CODM and, therefore, are not disclosed.

The following tables set forth information about the Company’sreportable segments, along with the items necessary to reconcile the segment information to the totals reported in the Company’s unaudited condensed consolidated statements of operations as follows (in thousands):

Pharmacy SolutionsProvider ServicesTotal Segments
Products revenue$3,171,349$—$3,171,349
Services revenue—442,372442,372
Cost of drugs2,672,793—2,672,793
Cost of services—260,924260,924
Other direct costs (1)197,782—197,782
Segment selling, general, and administrative expenses (2)157,034122,422279,456
Segment depreciation and amortization expense (3)25,3286,95432,282
Segment EBITDA$169,068$65,980$235,048
Pharmacy SolutionsProvider ServicesTotal Segments
Products revenue$2,532,171$—$2,532,171
Services revenue—345,958345,958
Cost of drugs2,147,576—2,147,576
Cost of services—211,545211,545
Other direct costs (1)180,639—180,639
Segment selling, general, and administrative expenses (2)115,73890,102205,840
Segment depreciation and amortization expense (3)27,5086,76934,277
Segment EBITDA$115,726$51,080$166,806

(1)

Other direct costs primarily includes direct labor costs, delivery costs, insurance, and depreciation and amortization expense that relates to revenue-generating assets.

(2)

Segment selling, general, and administrative expense includes indirect labor costs, depreciation and amortization, insurance, rent, lease, supplies, professional services, maintenance, repairs, utilities, and communications expense.

(3)

Total segment depreciation and amortization expense is presented in other direct costs, costs of services, and segment general and administrative expenses, based on the associated asset.

For the Three Months Ended
March 31,
20262025
Reconciliation of income:
Total Segment EBITDA$235,048$166,806
Segment depreciation and amortization32,28234,277
Expenses not allocated at segment level:
Selling, general, and administrative expenses74,50575,235
Depreciation and amortization6,8126,555
Interest expense, net38,61541,763
Income tax expense (benefit)8,551(240)
Net income from continuing operations$74,283$9,216
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.