Surgery Partners Inc

Compensatory Arrangements of Certain Officers

On August 5, 2024, Bradley R. Owens, the President, National Group of Surgery Partners, Inc. (the “Company”), notified the Board of Directors of the Company of his retirement from the Company. Mr. Owens and the Company agreed that Mr. Owens’ resignation would be effective August 31, 2024.

In connection with his retirement and in recognition of his service to the Company, the Company entered into a retirement agreement (the “Retirement Agreement”) with Mr. Owens. Pursuant to the Retirement Agreement, Mr. Owens will receive (a) all base salary earned but not paid as of his retirement date, (b) 12 months of continued base salary, (c) $385,000, representing his target bonus, payable over a period of 12 months, (d) an amount equal to a prorated portion (based on time employed in 2024) of any bonus earned for the calendar year 2024 determined and paid following the end of calendar year 2024 in accordance with the Company’s past practices for the determination of annual bonuses, and (e) continued health and welfare plan benefits for a period of 12 months at no cost to him. In addition, pursuant to the Retirement Agreement, Mr. Owens shall be entitled to the vesting of all of his outstanding, unvested restricted stock awards upon the effectiveness of his retirement and shall be entitled to vesting of all of his outstanding, unvested performance stock unit awards in accordance with and on the terms and dates specified in the applicable award agreements. The Retirement Agreement also contains a release of claims and various restrictive covenants, including covenants relating to confidentiality, as well as covenants not to compete with the Company or to solicit its employees.

The foregoing description of the Retirement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Retirement Agreement, a copy of which is attached to this report as Exhibit 10.3 and incorporated by reference herein.

Nonqualified Deferred Compensation Plan

Effective August 1, 2024, Surgery Partners, Inc. (the “Company”) and its wholly-owned subsidiary, SP Management Services, Inc., adopted the SP Management Services, Inc. Nonqualified Deferred Compensation Plan (the “Plan”). Participation in the Plan is voluntary and is limited to a select group of management or highly compensated employees of the Company. The Plan enables participants to voluntarily defer a portion of the receipt of their base salary and cash bonus payments to be earned in the future.

The Plan is a non-qualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended. The Plan allows for participant deferrals of up to 50% of such participant’s annual base compensation and up to 90% of such participant’s annual bonus. The Plan also permits, but does not require, the Company to make discretionary contributions to participants’ Plan accounts. Participants are at all times 100% vested in the amounts credited to their deferral accounts, but Company contributions may be subject to vesting requirements.

Each participant’s deferred compensation account will be deemed invested in investments selected by the Plan administrator. Participants will be eligible to receive distributions from their deferral accounts at pre-selected specified dates prior to their termination of employment or at or after their termination of employment in a lump sum or installments pursuant to elections made under the rules of the Plan.

The foregoing summary of the Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, a copy of which is attached to this report as Exhibit 10.4 and incorporated by reference herein.

Insider Trading Arrangements

From time to time, certain of our executive officers and directors have, and we expect they will in the future, enter into, amend and terminate written trading arrangements pursuant to Rule 10b5-1 of the Securities and Exchange Act of 1934 or otherwise. During the three months ended June 30, 2024, none of the Company’s directors or officers adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).