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SCHEDULE 13D/A 0001140361-24-041401 0001890568 XXXXXXXX LIVE 3 Common Stock, par value $0.01 per share 10/20/2025 false 0001865782 10950A106 BrightSpring Health Services, Inc. 805 N. Whittington Parkway Louisville KY 40222 Christopher Lee, Esq. (212) 750-8300 Kohlberg Kravis Roberts & Co. L.P 30 Hudson Yards New York NY 10001 0001890568 KKR Phoenix Aggregator L.P. OO DE 61942032 0 61942032 0 61942032 N 34.5 PN Y KKR Phoenix Aggregator GP LLC OO DE 61942032 0 61942032 0 61942032 N 34.5 OO Y KKR Americas Fund XII L.P. OO E9 61942032 0 61942032 0 61942032 N 34.5 PN Y KKR Associates Americas XII L.P. OO E9 61942032 0 61942032 0 61942032 N 34.5 PN Y KKR Americas XII Limited. OO E9 61942032 0 61942032 0 61942032 N 34.5 CO Y KKR Group Partnership L.P. OO E9 61942032 0 61942032 0 61942032 N 34.5 PN Y KKR Group Holdings Corp. OO DE 61942032 0 61942032 0 61942032 N 34.5 CO Y KKR Group Co. Inc. OO DE 61942032 0 61942032 0 61942032 N 34.5 CO Y KKR & Co. Inc. OO DE 61942032 0 61942032 0 61942032 N 34.5 CO Y KKR Management LLP OO DE 61942032 0 61942032 0 61942032 N 34.5 PN Y Henry R. Kravis OO X1 0 62052518 0 62052518 62052518 N 34.5 IN Y George R. Roberts OO X1 0 62023889 0 62023889 62023889 N 34.5 IN Common Stock, par value $0.01 per share BrightSpring Health Services, Inc. 805 N. Whittington Parkway Louisville KY 40222 This amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on September 18, 2024, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 12, 2025, as amended by amendment No. 2 filed with the Securities and Exchange Commission on June 26, 2025 (as amended, this "Schedule 13D") relating to the common stock, par value $0.01 per share (the "Common Stock"), of BrightSpring Health Services, Inc. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Item 2 of the Schedule 13D is hereby amended and supplemented to include an amended and restated Annex A attached to this Amendment No. 3 to Schedule 13D as Exhibit 99.1, which is incorporated herein by reference. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On October 20, 2025, KKR Phoenix Aggregator L.P., as a selling stockholder, the Issuer, and the other selling stockholders identified therein, entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities Inc., (the "Underwriter"), providing for the offer and sale of 15,000,000 shares of Common Stock by the selling stockholders, including 14,745,000 shares by KKR Phoenix Aggregator L.P. (the "Offering"), and purchase by the Underwriter of the shares of Common Stock, at a net price to KKR Phoenix Aggregator L.P. of $28.7820 per share. The Offering closed on October 22, 2025. The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333- 287916), as supplemented by a base prospectus dated June 10, 2025 as supplemented by a preliminary prospectus supplement and prospectus supplement, each dated October 20, 2025. Pursuant to the Underwriting Agreement, KKR Phoenix Aggregator L.P. has entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriter pursuant to which it has agreed with the Underwriter, subject to customary exceptions, not to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, during the period from October 20, 2025 continuing through the date 60 days thereafter, except with the prior written consent of the Underwriter. The descriptions of the Underwriting Agreement and Lock-Up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Form of Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein. Items 5(a) - (c) of the Schedule 13D are hereby amended and restated as follows: The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 5. The response of the Reporting Persons to rows 7 through 13 on the cover page of this Schedule 13D are incorporated by reference herein. As of October 22, 2025, KKR Phoenix Aggregator L.P. directly holds 61,942,032 shares of Common Stock, a foundation over which Mr. Kravis may be deemed to have shared investment and voting power directly holds 110,486 shares of Common Stock, and a foundation over which Mr. Roberts may be deemed to have shared investment and voting power directly holds 81,857 shares of Common Stock representing approximately 34.5% of the outstanding shares of Common Stock of the Issuer. Calculations of the Common Stock beneficially owned are based on an aggregate of 179,800,317 shares of Common Stock outstanding following the closing of the Offering, as reported in the Issuer's prospectus supplement on Form 424B7 filed with the Securities and Exchange Commission on October 21, 2025. KKR Phoenix Aggregator GP LLC (as the general partner of KKR Phoenix Aggregator L.P.), KKR Americas Fund XII L.P. (as the sole member of KKR Phoenix Aggregator GP LLC), KKR Associates Americas XII L.P. (as the general partner of KKR Americas Fund XII L.P.), KKR Americas XII Limited (as the general partner of KKR Associates Americas XII L.P.), KKR Group Partnership L.P. (as the sole shareholder of KKR Americas XII Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein. The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D. As of October 22, 2025, Mr. Bae may be deemed to beneficially own 136,753 shares of Common Stock. To the best knowledge of the Reporting Persons, except as set forth in this Schedule 13D, none of the individuals named in Item 2 beneficially owns any Common Stock. See Item 5(a) above. Except as otherwise set forth herein, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in Common Stock during the past 60 days. On October 22, 2025, in connection with the sale reported herein, KKR Phoenix Aggregator L.P. and certain of its affiliates initiated the distribution (the "Distribution") of an aggregate of 409,305 shares of Common Stock to their respective partners and shareholders as in-kind distributions, including (i) 50,484 shares distributed to a foundation over which Mr. Kravis may be deemed to have shared investment and voting power, (ii) 39,493 shares distributed to a foundation over which Mr. Roberts may be deemed to have shared investment and voting power, (iii) 65,385 shares distributed to a trust of which Mr. Bae is a trustee, and (iv) 48,562 shares distributed to Mr. Nuttall. These in-kind distributions are for the purpose of the ultimate recipients making charitable donations of shares of Common Stock. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 6. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: 99.1 Annex A Directors of KKR & Co., Inc Exhibit I Underwriting Agreement, dated October 20, 2025 among the Issuer, KKR Phoenix Aggregator L.P., certain selling stockholders named therein, BofA Securities Inc., and KKR Capital Markets LLC (Incorporated by reference to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on October 22, 2025) Exhibit J Form of Lock-Up Agreement (Incorporated by reference to Exhibit A to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on October 22, 2025) KKR Phoenix Aggregator L.P. /s/ Christopher Lee Christopher Lee, Assistant Secretary of KKR Phoenix Aggregator GP LLC, its GP 10/22/2025 KKR Phoenix Aggregator GP LLC /s/ Christopher Lee Christopher Lee, Assistant Secretary 10/22/2025 KKR Americas Fund XII L.P. /s/ Christopher Lee By KKR Associates Americas XII L.P., its GP, By: Christopher Lee, Assistant Secretary of KKR Americas XII Limited, its GP 10/22/2025 KKR Associates Americas XII L.P. /s/ Christopher Lee Christopher Lee, Assistant Secretary of KKR Americas XII Limited, its GP 10/22/2025 KKR Americas XII Limited. /s/ Christopher Lee Christopher Lee, Assistant Secretary 10/22/2025 KKR Group Partnership L.P. /s/ Christopher Lee Christopher Lee, Secretary of KKR Group Holdings Corp., its GP 10/22/2025 KKR Group Holdings Corp. /s/ Christopher Lee Christopher Lee, Secretary 10/22/2025 KKR Group Co. Inc. /s/ Christopher Lee Christopher Lee, Secretary 10/22/2025 KKR & Co. Inc. /s/ Christopher Lee Christopher Lee, Secretary 10/22/2025 KKR Management LLP /s/ Christopher Lee Christopher Lee, Assistant Secretary 10/22/2025 Henry R. Kravis /s/ Christopher Lee Christopher Lee, Attorney-in-fact 10/22/2025 George R. Roberts /s/ Christopher Lee Christopher Lee, Attorney-in-fact 10/22/2025