Surgery Partners, Inc.

Current report

We may not complete the Merger within the anticipated timeframe, or at all, which could have a material adverse impact on our business, financial condition or results of operations, as well as negatively impact the per share price of our common stock.

Current report

On October 23, 2026, we entered into the Original Merger Agreement which was further amended on November 8, 2026 by the Merger Agreement Amendment. For more information, see Note 11, Subsequent Events, in Item 1 of this report. The consummation of the Merger is subject to the satisfaction or waiver, to the extent permitted by law, of certain customary closing conditions, as set forth in the Amended Merger Agreement, including, but not limited to: (i) the adoption of the Amended Merger Agreement by the Company’s stockholders; (ii) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (iii) the absence of any law or order enjoining or otherwise prohibiting the Merger. In addition, the obligation of each party to consummate the Merger is conditioned upon the other party’s representations and warranties being true in all respects (subject to certain customary materiality exceptions) and the other party having performed in all material respects its covenants, obligations and conditions under the Amended Merger Agreement. The obligation of Parent and Merger Subsidiary to consummate the Merger is also subject to the absence of a Material Adverse Effect (as defined in the Amended Merger Agreement) on the Company that is continuing. A number of the conditions to completion of the Merger are not within our control, and, in addition, the Merger may fail to close for other reasons. We cannot provide any assurance that the Merger will be consummated on the terms specified in the Amended Merger Agreement, within the anticipated timeframe or at all.

Current report

Failure to complete the Merger within the anticipated timeframe, or at all, could adversely affect our business and the market price of our common stock in a number of ways, including:

Current report

•The price of our common stock may decline to the extent that current market price of our common stock reflects assumptions that the Merger will be completed and/or completed on a timely basis;

Current report

•The failure to complete the Merger may result in negative publicity and negatively affect our relationship with our stockholders, employees or our other business relationships;

Current report

•If the Merger is not completed, the time and resources committed by our management team could have been devoted to pursuing other business opportunities and initiatives; and

Current report

•Under specified circumstances, upon termination of the Amended Merger Agreement, we may be required to pay Parent a termination fee of approximately $149.1 million and reimburse Parent for certain reasonable and documented out-of-pocket expenses incurred in connection with the Merger, up to an aggregate cap of $8.25 million. These payments could have a material adverse impact on our business, financial condition, or results of operations.

Current report

The announcement and pendency of the Merger could materially adversely affect our business, financial condition or results of operations, as well as negatively impact the share price of our common stock.

Current report

The pending Merger, and the announcement thereof, as well as any delays in the expected timeframe, could cause disruption in and create uncertainties, which could have an adverse effect on our business, operating results, financial condition and trading price of our common stock, regardless of whether the Merger is completed, and could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe. These risks include, but are not limited to:

Current report

•A substantial amount of our management’s and employees’ attention has been and will continue to be directed toward the consummation of the Merger and thus is being diverted from our day-to-day operations;

Current report

•There may be potential adverse reactions or changes to business relationships with our customers, health system and joint venture partners, suppliers, vendors, employees and other business partners resulting from the announcement or completion of the Merger, including if existing or potential business partners or employees attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us while the Merger is pending; and

Current report

•There may be developments beyond our control, including, but not limited to, developments in macro-economic and industry conditions that may affect the timing or success of the Merger.

Current report

We have incurred, and will continue to incur, direct and indirect costs as a result of the proposed Merger.

Current report

We have incurred, and will continue to incur, significant costs and expenses, including legal, financial, accounting and other advisory fees and other transaction costs, in connection with the proposed Merger. These costs may exceed our expectations as a result of unexpected factors or events, and any delay in consummation could result in additional transaction-related costs and expenses. We will be required to pay a substantial portion of these costs and expenses whether or not the proposed Merger is completed and may receive little or no benefit from them if it is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Additionally, the Amended Merger Agreement also contains customary termination provisions and provides for an approximately $149.1 million termination fee payable by the Company to Parent under certain circumstances. In certain circumstances, the Company may be required to reimburse Parent for certain reasonable and documented out-of-pocket expenses incurred in connection with the Merger, up to an aggregate cap of $8.25 million.

Current report

Restrictions in the Amended Merger Agreement could limit our ability to pursue business opportunities while the Merger is pending.

Current report

Due to certain restrictions in the Amended Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed, subject to the exceptions set forth in the Amended Merger Agreement), during the pendency of the Merger, to pursue certain strategic transactions, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.

Current report

Uncertainties associated with the Merger may cause a loss of our employees during the pendency of the Merger and under Parent’s ownership following the Merger.

Current report

Our current and prospective employees may experience uncertainty about their future roles under Parent’s management following the Merger, which may materially adversely affect our ability to attract, retain, and motivate key personnel during the pendency of the Merger. Our employees could lose productivity as a result of uncertainty regarding their employment following the Merger. Key personnel may depart the Company because of issues relating to the uncertainty and difficulty of the post-closing operations of our business or a desire not to remain with the Company under Parent’s management following the Merger. Accordingly, no assurance can be given that we will be able to retain key employees to the same extent that we have been able to in the past. We may lose significant expertise and talent relating to our business. The loss of any member of the senior management team could impair our ability to execute our business plan and growth strategy, have a negative impact on our revenues and the effective working relationships that our executive management have developed and cause employee morale problems and the loss of additional key employees and business partners.

Current report

We may be the target of securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Merger from being completed.

Current report

We may in the future be the target of securities class action and derivative lawsuits, including putative stockholder complaints or stockholder class action complaints, as a result of our entry into the Amended Merger Agreement. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. The outcome of litigation is uncertain and we may not be successful in defending against future claims brought against us even if they are without merit. Regardless of the outcome, any such lawsuits or enforcement proceedings commenced against us in connection with the Merger could delay or prevent completion of the Merger, including through an injunction prohibiting completion, require significant time and resources, divert the attention of our management and employees from our day-to-day business, result in substantial costs and otherwise adversely affect our business, financial condition or results of operations. Adverse judgments or settlements could have a negative impact on our liquidity and financial condition.

Current report

Our executive officers and directors may have interests in the proposed Merger that are different from, or in addition to, those of our stockholders generally.

Current report

Our executive officers and directors may have interests in the proposed Merger that are different from the interests of our stockholders generally, including, among others, the acceleration of the vesting of equity awards, receipt by certain executive officers of severance payments and benefits upon a qualifying termination within a set time period following the Merger, and continued indemnification following the Merger. These interests, among others, may influence, or appear to influence, our executive officers and directors and cause them to view the Merger differently from how our stockholders generally may view it.

Current report

Even if the Merger is completed, our stockholders will remain subject to certain risks relating to the Merger.

Current report

If the Merger is consummated, each share of our common stock (other than certain excluded shares, including the shares held by rollover stockholders) held by our stockholders immediately prior to the Effective Time will be cancelled and automatically cease to exist and will be converted into the right to receive $25.00 per share in cash and any Additional Consideration, as applicable, without interest, subject to applicable withholding taxes. Risks to our stockholders include:

Current report

•The Per Share Consideration is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock;

Current report

•Other than the rollover stockholders, our current stockholders will not participate in any future growth of our business or benefit from any future increase in its value; and

Current report

•Receipt of the Merger Consideration under the Amended Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes.