Material Agreement (Form 8-K)

Supplemental Indenture

On December 16, 2025, Surgery Center Holdings, Inc. (the "Issuer"), a wholly-owned subsidiary of Surgery Partners, Inc. (the "Company"), issued an additional $425.0 million aggregate principal amount of 7.250% Senior Notes due 2032 (the "Notes"). In connection with the closing of the offering of the Notes, the Issuer and the direct and indirect subsidiaries of the Issuer that guarantee the Notes entered into a Third Supplemental Indenture, dated as of December 16, 2025 (the "Supplemental Indenture"), with Wilmington Trust, National Association, as trustee, to the indenture, dated as of April 10, 2024 (the "Base Indenture" and, as amended and supplemented, collectively with the Supplemental Indenture, the "Indenture").

The Notes will be treated as a single series of notes with the $800.0 million outstanding 7.250% Senior Notes due 2032, which the Company issued on April 10, 2024 (the "Existing Notes"), and have the same terms as those of the Existing Notes. The Notes will be issued under the same CUSIP number as the Existing Notes, and the Issuer expects that the Notes and the Existing Notes will be fungible for U.S. federal income tax purposes, except that any Notes issued pursuant to Regulation S will trade separately under a different CUSIP number until 40 days after the issue date of the Notes.

The foregoing description of the Notes and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The Supplemental Indenture should be read together with the Base Indenture, which was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2024, which is incorporated by reference into this Item 1.01.

The information set forth, or incorporated by reference, in Item 1.01 above with respect to the Indenture and the Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the information required to be disclosed under this Item 2.03.