Proxy Statement (Form DEF 14A)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

BrightSpring Health Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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April 10, 2026

BRIGHTSPRING HEALTH SERVICES, INC.

805 N. Whittington Parkway

Louisville, KY 40222

Dear Stockholder:

Please join us for BrightSpring Health Services, Inc.'s Annual Meeting of Stockholders on Thursday, May 21, 2026, at 1:00 p.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.proxydocs.com/BTSG.

Attached to this letter is a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. The Notice of Internet Availability of this Proxy Statement and Annual Report and the proxy card are first being sent to stockholders on or about April 10, 2026. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy.

At the Annual Meeting, you will be asked to:

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card prior to the Annual Meeting, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone or by proxy card in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your continued support of BrightSpring Health Services, Inc.

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BrightSpring Health Services, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Thursday, May 21, 2026: This Proxy Statement and our Annual Report are available free of charge at www.proxydocs.com/BTSG. Stockholders will not otherwise receive a paper copy or email copy of Proxy Materials. A complete list of our stockholders will be open to the examination of any stockholder for a period of 10 days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to the Corporate Secretary at [email protected], stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available on the portal to enter the Annual Meeting, and stockholders will receive an access code to view the list with their unique link to access the Annual Meeting.

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PROXY VOTING METHODS

If you were a stockholder of record at the close of business on March 30, 2026, you may vote your shares (i) over the Internet, by telephone or by mail in advance of the Annual Meeting or (ii) over the Internet at the Annual Meeting. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

If you are a stockholder of record, your Internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on May 20, 2026 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your broker, bank or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET

BY TELEPHONE

BY MAIL

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

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Forward-Looking Statements

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include all statements that are not historical facts. We have used the words "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future," "will," "seek," "foreseeable," the negative version of these words, or similar terms and phrases to identify forward-looking statements in this Proxy Statement.

The forward-looking statements contained in this Proxy Statement are based on management's current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control.

Any forward-looking statements made by us in this Proxy Statement speak only as of the date of this Proxy Statement and are expressly qualified in their entirety by the cautionary statements included in this Proxy Statement. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

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BRIGHTSPRING HEALTH SERVICES, INC.

805 N. Whittington Parkway

Louisville, Kentucky 40222

Telephone: (502) 394-2100

PROXY STATEMENT

Annual Meeting of Stockholders

May 21, 2026

1:00 p.m., Eastern Time

GENERAL INFORMATION

Why am I being provided with these materials?

The notice containing instructions on how to access this Proxy Statement and Annual Report and proxy card are first being sent to stockholders on or about April 10, 2026. We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors (the "Board" or "Board of Directors") of BrightSpring Health Services, Inc. ("we", "our", "us" and the "Company") of proxies to be voted at our Annual Meeting of Stockholders to be held on May 21, 2026 (the "Annual Meeting"), and at any postponements or adjournments of the Annual Meeting. You are invited to attend the Annual Meeting and vote your shares during the meeting via the Internet or to vote your shares in advance by proxy via the Internet, by telephone or by mail.

What am I voting on?

There are three (3) proposals scheduled to be voted on at the Annual Meeting:

Who is entitled to vote?

Stockholders as of the close of business on March 30, 2026 (the "Record Date") may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 193,167,731 shares of our common stock outstanding. Holders of our common stock have one (1) vote for each share of common stock held as of the Record Date including shares:

What constitutes a quorum?

The virtual presence or representation by proxy of the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. Abstentions and shares represented by "broker non-votes" that are present and entitled to vote at the Annual Meeting are counted for purposes of determining a quorum.

What is a "broker non-vote"?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Proposal No. 1 and Proposal No. 3 are both considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 2 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How many votes are required to approve each proposal?

For Proposal No. 1, under our Amended and Restated Bylaws (the "Bylaws"), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected.

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There is no cumulative voting. As a result, any shares not voted "FOR" a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in the nominee's favor and will have no effect on the outcome of the election. You may vote "FOR" or "WITHHOLD" on each nominee for election as a director.

For Proposal Nos. 2 and 3, under our Bylaws, approval of the proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal.

It is important to note that each of the proposals to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026 (Proposal No. 2) and regarding the compensation of our named executive officers (Proposal No. 3) is non-binding and advisory. While the ratification of KPMG LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit Committee of the Board (the "Audit Committee") to consider the selection of a different firm. Similarly, the Board and the Compensation Committee of the Board (the "Compensation Committee") will consider the outcome of the advisory, non-binding votes when determining the compensation of our named executive officers.

How are votes counted?

With respect to the election of a director (Proposal No. 1), you may vote "FOR" or "WITHHOLD" with respect to each nominee. Votes that are "withheld" will not count as a vote "FOR" or "AGAINST" a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 2), you may vote "FOR," "AGAINST," or "ABSTAIN." Abstentions will be counted as a vote "AGAINST" Proposal No. 2.

With respect to the advisory, non-binding vote on the compensation of our named executive officers (Proposal No. 3), you may select "FOR," "AGAINST," or "ABSTAIN." Abstentions will be counted as a vote "AGAINST" Proposal No. 3. Broker non-votes will not affect the outcome of voting on this proposal.

If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

Who will count the vote?

A representative of BetaNXT or its designee will tabulate the votes and act as the inspector of election.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

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Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 20, 2026, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than May 20, 2026.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions and for timing of submissions.

How do I attend and vote my shares at the Virtual Annual Meeting?

This year's Annual Meeting will be a completely "virtual" meeting of stockholders. The virtual shareholder meeting webcast allows all stockholders to join the meeting, regardless of location. We aim to provide stockholders the same rights and comparable opportunities for participation that could be provided at an in-person meeting. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting by registering online at www.proxydocs.com/BTSG. You can virtually attend the Annual Meeting by accessing the unique link sent to the email address you've used to register. Your unique link will be sent to you after you've registered to attend and then again, an hour before the meeting commences. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

You can submit questions in writing to the virtual meeting website during the Annual Meeting. You must first join the meeting as described above, click on the "Q&A" tab, type the question into the "Submit a question" field, and click "Submit." We intend to answer questions pertinent to Annual Meeting matters as time allows during the meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Stockholder questions related to matters that are not pertinent to Annual Meeting matters, or that are otherwise out of order or not suitable for the conduct of the Annual Meeting, will not be addressed during the Annual Meeting. If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed is not otherwise answered, during the Annual Meeting, those matters or questions may be raised separately after the Annual Meeting by contacting our Investor Relations department.

Why did I receive a notice in the mail regarding Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

We are pleased to save costs and help protect the environment by using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a Notice of Internet Availability

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of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the Notice of Internet Availability will have the ability to access the proxy materials over the Internet.

For stockholders who have previously requested to receive paper copies of the proxy materials, we are providing paper copies of the proxy materials instead of a Notice of Internet Availability of the proxy materials.

What does it mean if I receive only one set of proxy materials?

The Securities and Exchange Commission's rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This process, commonly referred to as "householding," can result in meaningful cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we have received contrary instructions.

What does it mean if I receive more than one proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

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PROPOSAL NO. 1-ELECTION OF DIRECTORS

Our Second Amended and Restated Certificate of Incorporation provides for a classified Board of Directors divided into three classes. The Board believes that a classified Board of Directors provides continuity and stability in pursuing the Company's policies and strategies and reinforces its commitment to long term perspective and value creation. Olivia Kirtley, Max Lin and Steve Miller constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the "Class II Directors"); Jon Rousseau and Hunter Craig constitute a class with a term that expires at the Annual Meeting of Stockholders in 2027 (the "Class III Directors"); and Johnny Kim and Tim Wicks constitute a class with a term that expires at the Annual Meeting of Stockholders in 2028 (the "Class I Directors").

Max Lin was designated for election to the Board of Directors by investment funds and other entities affiliated with Kohlberg Kravis Roberts & Co. L.P. (the "KKR Stockholder") pursuant to the terms of a Stockholders Agreement (as defined herein) and as set forth in "The Board of Directors and Certain Governance Matters" below.

Unless otherwise instructed, the persons named in the form of proxy card (the "proxyholders") included with this Proxy Statement intend to vote the proxies held by them "FOR" the election of the director nominees. Each nominee has indicated that he or she will be willing and able to serve as a director. If the nominee ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2026

The following information describes the principal occupations, other business directorships and experience, and the term of service of the director nominees. Beneficial ownership of equity securities of each director nominee is shown under "Ownership of Securities" below.

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Vote Required

With respect to the election of the director nominees, you may vote "FOR" or "WITHHOLD" with respect to each nominee. Votes that are "withheld" will not count as a vote "FOR" or "AGAINST" a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE DIRECTOR NOMINEES NAMED ABOVE.

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THEBOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board of Directors manages or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Corporate Governance Committee; and the Quality and Compliance Committee.

Our Board evaluates the Company's corporate governance policies on an ongoing basis with a view toward maintaining the best corporate governance practices in the context of the Company's current business environment and aligning our governance practices closely with the interests of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under "Communications with the Board" below.

The Stockholders Agreement described under "Transactions with Related Persons-Stockholders Agreement" provides that certain affiliates of investment funds and other entities affiliated with the KKR Stockholder have the right to designate nominees to our Board of Directors subject to the maintenance of certain ownership requirements in us. As of the record date, the KKR Stockholder continues to meet its ownership requirements and has the right to designate the number of directors and director votes as specified in the Stockholders Agreement. Mr. Lin is the director nominee of the KKR Stockholder pursuant to the Stockholders Agreement.

Controlled Company Exemption

Beginning June 12, 2025, the KKR Stockholder no longer owns a majority of our common stock. As a result, we are no longer considered a "controlled company" within the meaning of the corporate governance standards of Nasdaq and the rules of the SEC. However, even though we are no longer a "controlled company," we will continue to qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies during a one (1)-year transition period that began on June 12, 2025. During this one (1)-year transition period, we may elect not to comply with certain corporate governance requirements, including the requirement that our director nominations be made, or recommended to our full Board of Directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or Board resolution addressing the nominations process. Although we have formed the Nominating and Corporate Governance Committee, that committee has not yet adopted a written charter addressing the nominations process; however, we intend to do so on or prior to June 12, 2026.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and Nasdaq rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current Nasdaq corporate governance standards for listed companies. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has affirmatively determined that each of Ms. Kirtley, Dr. Miller and Messrs. Wicks, Craig, Kim and Lin are independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable Nasdaq guidelines, including with respect to committee membership. Our Board also has determined that each of Ms. Kirtley, Dr. Miller and Mr. Wicks are each "independent" for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that each of Ms. Kirtley, Dr. Miller and Messrs. Lin and Wicks is "independent" for purposes of Section 10C(a)(3) of the Exchange Act. In making its independence determinations, our Board of Directors considered and reviewed all information known to it (including information identified through annual directors' questionnaires).

Director Nomination Process

While we formed our Nominating and Corporate Governance Committee in February 2026, our Board of Directors has not yet approved its written charter and, as such, we continue to rely on the Nasdaq "controlled company" exemption from the requirement that director nominations be made, or recommended to the full Board of Directors, by our independent directors or by a nominating and governance committee that is comprised entirely of independent directors with a written charter or board resolution addressing the nominations process and such related matters. See "Controlled Company Exemption" above.

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The Board of Directors weighs the characteristics, experience, independence and skills of potential candidates for election to the Board of Directors. In considering candidates for the Board of Directors, the Board of Directors also assesses the size, composition and combined expertise of the Board of Directors. As the application of these factors involves the exercise of judgment, the Board of Directors does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Board of Directors does at a minimum assess each candidate's strength of character, judgment, familiarity with the Company's business and industry, independence of thought, and ability to work collegially with the other members of the Board of Directors. In addition, the Board of Directors considers other factors that it considers appropriate, including diversity of background with respect to gender, race, ethnicity, and geography. The Board of Directors monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board of Directors, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company's business and structure.

In identifying prospective director candidates, the Board of Directors may seek referrals from other members of the Board of Directors, management, stockholders and other sources, including third party recommendations. The Board of Directors also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Board of Directors utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Board of Directors seeks individuals with diverse backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board of Director's effectiveness.

In determining whether members of the Board of Directors should stand for re-election, the Board of Directors also may assess the contributions of incumbent directors in the context of the Board of Directors evaluation process and other perceived needs of the Board of Directors.

In addition to the process described above, the Board of Directors also nominates the number of individuals designated by the KKR Stockholder as required under the provisions of the Stockholders Agreement described under "Transactions With Related Persons-Stockholders Agreement." Under the Stockholders Agreement, the KKR Stockholder currently has the right to nominate one director for election to our Board of Directors, which is a reduction from the initial three director nominees prior to the KKR Offerings (as defined below). Mr. Lin is the director nominee of the KKR Stockholder pursuant to the Stockholders Agreement.

When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focused primarily on the information discussed in each director's biographical information set forth above. This process resulted in the Board of Directors' nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

The Board of Directors will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act, and the rules and regulations promulgated thereunder, including such person's written consent to being named in the Company's proxy statement as a nominee of the stockholder and to serving as a director if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, BrightSpring Health Services, Inc., 805 N. Whittington Parkway, Louisville, Kentucky 40222. All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Board of Directors for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under "Stockholder Proposals for the 2027 Annual Meeting."

Board Structure

Our Board of Directors is led by Mr. Rousseau, our Chairman of the Board and Chief Executive Officer. The Board of Directors maintains the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board of Directors believes that this flexibility is in the best interests of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairman, would not result in better governance or oversight. By combining the role of Chairman and Chief Executive Officer in Mr. Rousseau, we have ensured that the Chairman of the Board of Directors has a unique understanding of our Company as well as ongoing executive responsibility for the Company. In the Board of Director's view, this enables the Board of Directors to better understand the Company and work with management to enhance stockholder value. In addition, the Board of Directors believes that this structure enables it to better fulfill its risk oversight responsibilities and enhances the ability of the Chief Executive Officer to effectively communicate the Board of Director's view to management.

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Our Corporate Governance Guidelines provide that whenever the Chairman of our Board of Directors is also the Chief Executive Officer or is a director who does not otherwise qualify as an "independent director," the independent directors may, but are not obligated to, elect from among themselves a Lead Director. The independent directors have not elected a Lead Director at this time.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board of Directors, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent directors.

Board Committees and Meetings

The standing committees of our Board of Directors currently consist of an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Quality and Compliance Committee. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable.

The following table summarizes the membership of each of the Board of Directors' committees and the number of meetings held by each committee during the year ended December 31, 2025.

During the year ended December 31, 2025, the Board of Directors held 11 meetings. During such year, our current directors attended approximately 98% of the aggregate of: (i) all formal meetings of the Board of Directors during their service; and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will participate in the meeting. Each current director attended the Company's 2025 annual meeting of shareholders.

Audit Committee

Our Audit Committee currently consists of Olivia Kirtley, who serves as the Chairperson, Tim Wicks, and Steve Miller. All members of the Audit Committee have been determined to be "independent," consistent with our Audit Committee charter, Corporate Governance Guidelines and the Nasdaq listing standards applicable to boards of directors in general and audit committees in particular. In addition, Ms. Kirtley, Mr. Wicks, and Dr. Miller each qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K. Mr. Kim previously served on the Audit Committee, but resigned as a member of the Audit Committee in January 2025 in compliance with the "controlled company" exemption that requires a listed company's audit committee to be fully independent one year following its listing date.

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The purpose of the Audit Committee is to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our Board of Directors in overseeing:

Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Audit Committee Charter.

Compensation Committee

Our Compensation Committee currently consists of Tim Wicks, who serves as Chairperson, Olivia Kirtley, Max Lin, and Steve Miller. All members of the Compensation Committee have been determined to be "independent," consistent with our Compensation Committee charter, Corporate Governance Guidelines and the Nasdaq listing standards applicable to boards of directors in general and compensation committees in particular.

The purpose of the Compensation Committee is to assist our Board in discharging its responsibilities relating to:

Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Compensation Committee Charter.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Steve Miller, who serves as Chair, Olivia Kirtley, and Tim Wicks. All members of the Nominating and Corporate Governance Committee have been determined to be "independent," consistent with our Corporate Governance Guidelines and the Nasdaq listing standards applicable to boards of directors in general.

All members of the Nominating and Corporate Governance Committee have been determined to be "independent" as defined by our Corporate Governance Guidelines and the Nasdaq listing standards applicable to boards of directors in general. The Board of Directors has not yet adopted a written charter for the Nominating and Corporate Governance Committee. See "Controlled Company Exemption" above. Once approved by the Board of Directors, the written charter of the Nominating and Corporate Governance Committee will be available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Nominating and Corporate Governance Committee Charter.

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Quality and Compliance Committee

Our Quality and Compliance Committee currently consists of Steve Miller, who serves as the Chairperson, Hunter Craig, and Tim Wicks.

The purpose of the Quality and Compliance and Governance Committee includes:

At the time we formed our Nominating and Corporate Governance Committee in February, 2026, we also reconstituted our Quality & Compliance and Governance Committee and each of Dr. Miller and Messrs. Wicks and Craig remained members of this committee. At the time a new charter for the Nominating and Corporate Governance Committee is approved by us, the Company will also approve a new charter for the reconstituted Quality and Compliance Committee. Our Board of Directors has adopted a written charter for the Quality & Compliance and Corporate Governance Committee, which is available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Quality & Compliance Committee Charter and which will be replaced by the charter for the Quality and Compliance Committee as soon as it is approved by the Company.

Oversight of Risk Management

Our Board of Directors has extensive involvement in the oversight of risk management related to us and our business. Our Board of Directors currently accomplishes this oversight both directly and through its Audit Committee, Compensation Committee, and Quality & Compliance and Governance Committee, each of which assists the Board of Directors in overseeing a part of our overall risk management and regularly reports to the Board of Directors. The Audit Committee represents the Board of Directors by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the oversight of administrative and financial controls, our compliance with legal and regulatory requirements and our policies with respect to risk assessment and risk management. Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit Committee reviews and discusses significant areas of our business and related risks and summarizes for the Board of Directors areas of risk and any mitigating factors. The Compensation Committee considers, and discusses with management, management's assessment of certain risks, including whether any risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. The Quality & Compliance and Governance Committee represents the Board of Directors by periodically reviewing and discussing with Company management the Company's major risk exposures relating to the oversight of general internal control and risk management procedures and regulatory compliance programs (excluding financial and other matters which are subject to the oversight of the Audit Committee), and monitoring compliance with the Code of Ethics and Business Conduct by Company personnel. In addition, our Board of Directors receives periodic detailed operating performance reviews from management. We expect that, upon adoption of its written charter, the Nominating and Corporate Governance Committee will oversee and evaluate programs and risks associated with the organization of the Board of Directors organization, membership and structure, succession planning and corporate governance,and the Quality and Compliance Committee will no longer fulfill these functions.

Code of Ethics and Business Conduct

We adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, and principal accounting officer. Our Code of Ethics and Business Conduct is available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Code of Ethics and Business Conduct. Our Code of Ethics and Business Conduct is a "code of ethics," as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Code of Ethics and Business Conduct.

Insider Trading Policies and Procedures

The Company has adoptedinsider trading policies and procedures governing the purchase, sale, and other dispositions of its securities by directors, officers, and employees that the Company believes are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. The Company's insider trading policy states, among other things, that its directors, officers, and employees (and entities controlled by such persons as well as family members) are prohibited from trading in such securities while in possession of material, nonpublic information. The Company is also prohibited from trading in the Company securities while in possession of material, nonpublic information related to the Company unless such trading activity complies with all applicable securities laws.

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The Company's insider trading policy also prohibits directors and employees (including officers) from trading in options, warrants, puts and calls or similar instruments on the Company's securities or selling such securities short. In addition, directors and employees (including officers) are prohibited from purchasing financial instruments or otherwise engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company's equity securities.

The foregoing summary does not purport to be complete and is qualified by reference to the Securities Trading Policy, which is filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of our Board of Directors, including each of the committees of the Board, or with the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Company's Corporate Secretary 805 N. Whittington Parkway, Louisville, Kentucky 40222, who will forward such communication to the appropriate party.

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PROPOSAL NO. 2-RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for 2026.

Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of KPMG LLP to our stockholders for ratification because we value our stockholders' views on the Company's independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of KPMG LLP is expected to attend the Annual Meeting. The representative will also have the opportunity to make a statement if the representative desires to do so, and the representative is expected to be available to respond to appropriate questions.

Audit and Non-Audit Fees

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2025 and 2024 by KPMG LLP, our independent registered public accounting firm.

Audit Fees. This category consists of the annual audit of our consolidated financial statements and the interim reviews of the quarterly consolidated financial statements and services rendered in connection with registration statements, including comfort letters and consents.

Audit-Related Fees. This category consists of fees billed for professional services provided in connection with assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are not reported under Audit Fees.

Tax Fees. This category includes all fees associated with tax compliance, tax advice, and tax planning work.

All Other Fees. This category consists of fees for all other services that are not reported above.

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (the "PCAOB") regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee has established a policy for the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

All services were pre-approved by our audit committee, which concluded that the provision of such services by KPMG LLP, was compatible with the maintenance of that firm's independence in the conduct of its auditing functions. The audit committee's pre-approval policy provides for the pre-approval of audit, audit-related and tax services specifically described by the audit committee on an annual basis, and unless a type of service is pre-approved under the policy, it will require separate pre-approval by the audit committee if it is to be provided by the independent registered public accounting firm. The policy authorizes the audit committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

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Vote Required

Approval of the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026 requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal. Abstentions will have the effect of a vote "AGAINST" this proposal and broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter that is reviewed annually by the Audit Committee. Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC.

Submitted by the Audit Committee of the Company's Board of Directors:

Olivia Kirtley, Chair

Steve Miller

Tim Wicks

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PROPOSAL NO. 3-ADVISORY NON-BINDING VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast an advisory, non-binding vote to approve the compensation of our named executive officers as described in this Proxy Statement. This proposal provides our stockholders with the opportunity to express their views on the design and effectiveness of our executive compensation program.

Advisory Non-Binding Vote on Compensation of Named Executive Officers

We believe that our executive compensation philosophy and program, as described below in the "Executive Compensation Discussion and Analysis" section of this Proxy Statement, are effective in achieving our goals, and that the executive compensation reported in this Proxy Statement is appropriate, competitive, and aligned with both short-term and long-term business strategy and outcomes. The compensation program for our named executive officers is focused on pay-for-performance principles. The program is designed to attract, motivate, and retain executive officers in a highly competitive market for executive talent, reward and align the executive officers' interests with the interests of our stockholders to create long-term value, while at the same time avoiding the encouragement of excessive risk-taking.

For a more detailed discussion of our compensation philosophy, objectives, principles, and programs, we strongly encourage our stockholders to review this Proxy Statement, and in particular the information contained in "Executive Compensation Discussion and Analysis" and in the compensation tables and narrative that follow it in the "Executive Compensation Tables" section of this Proxy Statement.

The vote on executive compensation is not intended to address any specific element of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.

Because this vote is advisory in nature, it will not affect any compensation already paid to our named executive officers, and will not be binding on us, the Compensation Committee, or the Board. Although the vote is non-binding, the Compensation Committee and the Board value the opinions of our stockholders and will consider the outcome of the vote in making future executive compensation decisions.

We are asking our stockholders to vote "FOR," in an advisory vote, the following resolution:

"RESOLVED, that the compensation paid to the Company's Named Executive Officers as disclosed under "Compensation Discussion and Analysis" pursuant to Item 402 of Regulation S-K, including the accompanying compensation tables and narrative disclosure contained in this Proxy Statement, is hereby APPROVED."

Vote Required

Approval, on an advisory, non-binding basis, of the compensation of our named executive officers requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal. Abstentions will have the effect of a vote "AGAINST" this proposal and broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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EXECUTIVE OFFICERS OF THE COMPANY

The following table presents summary information regarding each of our executive officers as of the date of this Proxy Statement. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors or executive officers.

Jon Rousseau has served as our President and Chief Executive Officer since September 2016, and the Chairman of our Board since January 2024. Prior to joining the Company, Mr. Rousseau was an executive vice president at Kindred Healthcare, Inc. with multiple leadership roles from June 2013 - July 2016, including president of Kindred Rehabilitation Services and prior to that president of the Care Management Division and Kindred at Home, Kindred's home health, hospice, home care and home-based primary care businesses. Before Kindred, Mr. Rousseau held a number of senior leadership positions at other market-leading healthcare product and technology companies, including vice president of global marketing, strategy, and commercial development at Mylan, Inc. and global senior director of the continuous glucose monitoring franchise with Medtronic PLC (2006 - 2013). For the first part of his career, Mr. Rousseau worked at Friedman Fleischer & Lowe LLC in private equity (1998 - 2005) and at Morgan Stanley in investment banking (1996 - 1998). He received his MBA from Harvard Business School and his A.B. degree from Princeton University.

Jennifer Phipps has served as our Executive Vice President and Chief Financial Officer since March 2025. Previously, Ms. Phipps served as the Company's Senior Vice President and Chief Accounting Officer since January 2017 and as Principal Accounting Officer since the Company's initial public offering in January 2024, as well as Chief Financial Officer of the Company's Home Health and Hospice business lines since January 2023. In her capacity at the Company, Ms. Phipps has also managed and overseen the organization's procurement, real estate, and tax departments and played a leadership role in all financial systems processes and enhancements and all financially related acquisitions and divestitures activities. Prior to joining the Company in 2017, Ms. Phipps served in various accounting and SEC reporting leadership roles over time at Cardinal Health from 2009 to 2017. Prior to that, she worked in public accounting at Ernst & Young from 2003 to 2009. Ms. Phipps holds an active CPA license and earned her Bachelor of Science in Business Administration in accounting and Master of Accounting from The Ohio State University.

Scott Greenwell, Pharm.D., has served as our Executive Vice President and President of PharMerica's Home and Community pharmacy since June 2025. Dr. Greenwell previously served as President of Pharmacy Solutions at Humana Inc., where he managed a $48 billion pharmacy solutions business, including Pharmacy Benefits Management, Home Delivery, and Specialty Pharmacy. Dr. Greenwell holds a Doctorate of Pharmacy from the University of Kentucky and has completed executive education programs at Harvard Business School and the University of Chicago Booth School of Business.

Lisa Nalley has served as our Chief of Staff since February 2017 and Senior Vice President of Human Resources since August 2020, and also serves as the leader of the Executive Project Management Office. Prior to joining the Company, Ms. Nalley was a business consultant at Barrel Consulting, LLC, and before that, Ms. Nalley served as Sr. Director of Strategic Initiatives for Kindred Rehabilitation Services and Kindred at Home, as well as several other business improvement roles from 2003 to 2016 at Kindred Healthcare, Inc. Ms. Nalley has an A.A.S. in Applied Science in paralegal science from Marshall University.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

This compensation discussion and analysis provides an overview of our executive compensation philosophy and the material elements of compensation awarded to, earned by, or paid to our named executive officers with respect to the year ended December 31, 2025. Our executive compensation scheme is designed to attract and retain individuals qualified to manage and lead our Company and to also motivate them to contribute to the achievement of our financial and operational goals and ultimately create and grow our equity value.

Our named executive officers for 2025 were:

(1)On March 4, 2025, Mr. Mattingly resigned as Chief Financial Officer of the Company.

(2)On March 4, 2025, Ms. Phipps was promoted to Chief Financial Officer of the Company.

(3)On March 30, 2026, Mr. Barnes departed in connection with the divestiture of the Community Living business.

(4)On June 16, 2025, Ms. Yowler transitioned from President of PharMerica to Senior Vice President, Sales and Account Management for PharMerica.

Compensation Philosophy, Objectives & Process - How We Make Compensation Decisions

Our Compensation Philosophy and Objectives

Our primary executive compensation philosophy and objectives are to:

We seek to maintain a quality and performance-oriented culture and a compensation approach that rewards our named executive officers when we achieve our goals and objectives, while putting at risk an appropriate portion of their compensation if our goals and objectives are not achieved. Consistent with this philosophy, as displayed in the chart below, we have sought to create an executive compensation package that balances short-term versus long-term components, cash versus equity elements and fixed versus contingent payments in ways that we believe are most appropriate to motivate them.

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Fiscal 2025 Highlights

We achieved strong performance in 2025, and the financial performance highlights identified in the bullets below are closely tied to the performance metrics of our compensation program:

"Adjusted EBITDA" is a non-GAAP financial measure that is defined as our net income before interest, taxes, depreciation, and amortization adjusted to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance. For additional detail on the reconciliation from Net Income to Adjusted EBITDA see "Non-GAAP Financial Measures" on page 72 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Other financial highlights include:

Role of Our Board of Directors and Executive Officers

Our Compensation Committee and our Board of Directors have determined and approved long-term executive compensation for our executive officers after taking into consideration the recommendations of our Chief Executive Officer, except with respect to his own long-term executive compensation. Our Compensation Committee and our Board of Directors annually review our Chief Executive Officer's performance and approve any changes to his compensation package in light of such review. Our Chief Executive Officer does not participate in deliberations regarding his own compensation. Our Chief Executive Officer periodically reviews each other named executive officer's performance with our Compensation Committee and recommends an appropriate base salary, annual incentive payout, relevant discretionary bonuses, if applicable, and grants of long-term equity incentive awards.

Role of the Compensation Consultant

In April 2021, we engaged Meridian Compensation Partners, a compensation consulting firm (the "Consultant"), to provide executive compensation consulting services to help align executive pay with market practices following our initial public offering. The Compensation Committee has continued to engage the Consultant to advise on executive pay market practices and trends since our initial public offering.

The Consultant performed a variety of work, including but not limited to assisting in the development of a market-based executive compensation program and conducting a review of the competitiveness of our executive compensation program. For 2025, with support from the Consultant, the Compensation Committee approved an updated peer group comprised of the 17 companies described below. The peer group was selected based on weighted parameters and financial information and is intended to ensure that the Company remains within a reasonable range of the peer median in terms of revenue, headcount, and market value.

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Elements of Compensation - What We Pay and Why

Base Salary

Base salary compensates executives for performing the requirements of their positions and provides executives with a predictable and stable level of cash income with respect to a portion of their total compensation. Base salaries are intended to reward performance and to attract and retain key executives. Base salaries may be adjusted annually and, in certain circumstances, adjusted mid-year to address competitive pressures or changes in job responsibilities.

Base salary rates for 2025 were as follows:

Effective March 16, 2025, Mr. Rousseau received a base salary increase reflecting the Compensation Committee's assessment of his strong leadership, execution of the Company's strategic initiatives and the increasing scale and complexity of the Company's operations. Mr. Mattingly's salary reflects his annualized rate prior to his separation on March 4, 2025. In connection with the divestiture of the Community Living business, Mr. Barnes received a retroactive increase to his base salary effective July 1, 2025 with the retroactive portion paid during early 2026. Ms. Nalley received a merit based increase effective September 1, 2025. Ms. Yowler's salary reflects her rate as President of PharMerica prior to her transition to Senior Vice President, Sales & Account Management effective June 16, 2025.

Annual Cash Incentive Program

During 2025, we provided our named executive officers with the opportunity to share in our success through annual cash incentive awards under the BrightSpring Health Services Short Term Incentive Compensation Plan (the "BHS STIC"). The BHS STIC is designed to provide each participant with a "balanced scorecard" for the participant's annual cash incentive award. The "balanced scorecard" establishes specific corporate performance goals balanced by goals from the officer's individual area of responsibility and the officer's expected level of contribution to the Company's achievement of its corporate goals. Payouts under the BHS STIC are based on our achievement of predefined financial and operational performance targets included within the balanced scorecard. For 2025, the BHS STIC focused on two financial measures: (i) our ability to grow total company-wide profitability (as measured based on EBITDA, calculated as described in the Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and as adjusted to include discontinued operations) and (ii) our ability to increase year over year company-wide revenue. Further, for 2025, the non-financial measures focused on a quality index comprised of quality measures from our business lines based on industry quality benchmarks and internally developed quality measures. The quality index included measures such a CAHPS Global Measures, external surveys, customer satisfaction scores, internal audits and pharmacy fulfillment accuracy and timeliness. The balanced scorecard approach is designed to encourage a consistent, long-term management approach to enhancing stockholder value.

For 2025, performance objectives were set at levels that we believed would reflect strong performance based on historical performance and the then-prevailing relevant market conditions in our businesses and macroeconomic conditions. We believe the combination of these performance measures and the proportionate weighting assigned to each reflected our overall goals for 2025, which balanced the achievement of our financial performance with the other scorecard categories. The BHS STIC requires that a minimum EBITDA trigger be met as the "gate" into the plan. If this minimum EBITDA trigger is not achieved for the calendar year performance period, then the plan will not be funded and payouts will not be made to the participant. In addition, awards under the BHS STIC, if earned, are generally contingent upon the participant remaining in continuous employment through the payment date.

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The following table illustrates the weighting of each of the scorecard objectives under the BHS STIC for each continuing named executive officer:

(1)Company-wide EBITDA and Revenue for Mr. Rousseau and Mses. Phipps and Nalley. Consolidated community living EBITDA and Revenue for Mr. Barnes.

(2)Mr. Greenwell's financial performance metrics included Consolidated Long-Term Care Pharmacy EBITDA (weighted 40%) and Consolidated Pharmacy EBITDA (weighted 35%).

Payouts are based on threshold, target, and maximum levels of achievement of the performance objectives applicable to participants. Threshold refers to the minimum acceptable level of performance required for bonus payout consideration, target is the desired level of performance, and maximum is aspirational performance. We focus on matching rewards with results and encourage executive officers to make significant contributions toward our financial results by providing a basic reward for reaching threshold expectations, plus an upside for reaching our aspirational goals. We believe that establishing a maximum payout amount under the BHS STIC deters excessive risk-taking, while having an equitable payout amount that can be earned at a defined performance threshold encourages goal attainment. No payout is made for performance below the minimum threshold. Notwithstanding the forgoing, we have reserved the ability to adjust the actual financial performance results to exclude the effects of extraordinary, unforeseen, unusual, or infrequently occurring events.

The following tables also illustrate the EBITDA and revenue trigger percentage for plan funding and payout.

BHS STIC

Messrs. Rousseau, Barnes and Greenwell and Mses. Phipps and Nalley

Under the BHS STIC, incentive compensation is earned only if the plan's funding requirement is satisfied. Achievement of at least 95% of the Company's EBITDA target is required for the BHS STIC to fund. If this threshold is not achieved, no incentive compensation is earned, regardless of performance against individual financial or non-financial measures.

Payouts under the BHS STIC are determined using pre-established, discrete performance levels for each applicable metric. Participants must meet or exceed the applicable performance level to earn the corresponding payout percentage. Performance results that fall between performance levels do not result in partial or proportional payouts. If achievement with respect to any performance objective does not reach the minimum threshold level, that objective is deemed to have 0% attainment.

As described above, 25% of the total payout for each of our named executive officers under the BHS STIC is based on certain non-financial quality index measures. We do not disclose the target levels of these measures because such disclosure would result in competitive harm (for example, by providing competitors with insight into our business unit forecasting, strategy and performance). These targets are set at the same time and are subject to the same rigorous governance and approval processes used for establishing the Company's financial performance metrics. Achievement of threshold (50% payout), target (100% payout) and maximum (200% payout) levels for the non-financial measures is evaluated using the same framework applied to the Company's financial objectives under the BHS STIC. There is no payout for achievement below threshold, and payments are capped at 200% of target.

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For each performance objective, the achievement factor is determined by reference to the applicable payout percentage associated with the discrete performance level achieved, based on the pre-established performance scale illustrated in the tables below. The weighted achievement factor for each performance objective is calculated by multiplying the weight assigned to that objective by the applicable achievement factor for that measure. The following tables illustrate the determination of plan funding and payout outcomes based on actual performance relative to the applicable performance levels and the resulting weighted achievement factors.

Mr. Rousseau and Mses. Phipps and Nalley

BHS STIC

Mr. Barnes

(1)We are not disclosing the targets for these specific business units as we believe that doing so would cause competitive harm.

BHS STIC

Mr. Greenwell

(1)We are not disclosing the targets for these specific business units as we believe that doing so would cause competitive harm.

For 2025, our continuing named executive officers' target annual cash incentive award as a percentage of earned base salary was 150% for Mr. Rousseau, 100% for Ms. Phipps, 75% for Mr. Greenwell and 60% each for Mr. Barnes and Mses. Nalley and Yowler. Actual amounts paid under the BHS STIC were calculated separately for each scorecard performance objective by multiplying each named executive officer's base salary earned in 2025 (or such named executive officer's full-year rate of base salary for Mr. Rousseau and Mses. Phipps and Nalley) by (i) the executive's BHS STIC target award opportunity (which is reflected as a percentage of earned base salary) and (ii) the executive's weighted performance objective achievement factor for that objective, and then adding the results together.

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The following table illustrates the calculation of the payout earned under the BHS STIC by each of our continuing named executive officers.

Notwithstanding the establishment of the performance components and the formula for determining the BHS STIC award payment amounts as described above, we have the ability to exercise positive or negative discretion and award a greater or lesser amount than determined by the above formula if, in the exercise of our business judgment, we determine that a greater or lesser amount is warranted under the circumstances.

Additional details regarding the dollar value of threshold, target, and maximum bonus payout opportunities for 2025 are provided under "Executive Compensation Tables-Grants of Plan-Based Awards."

Discretionary Bonuses

The Compensation Committee awarded a $187,500 discretionary bonus to Mr. Barnes to reward his leadership in driving critical quality, performance and integration outcomes within the Community Living segment during 2025. As part of year-end compensation administration for the 2025 annual short-term incentive program, the Company approved discretionary payments of $5,000 to Jennifer Yowler and $24,000 to Scott Greenwell. These payments were made outside the plan's formulaic framework and were not required under the terms of the incentive plan.

Long-Term Incentive Program

In addition to base salary and cash bonus compensation, each of our continuing named executive officers is eligible for long-term equity ("LTI") awards. The LTI program is designed to reward for future Company performance, align with the long-term interests of our stockholders and to retain executives over multi-year vesting periods. LTI compensation provides an opportunity for executive officers to increase their ownership interest in the Company through grants of equity-based awards.

Awards Granted in 2025

In connection with our initial public offering, we adopted the 2024 BrightSpring Health Services, Inc. Equity Incentive Plan (as amended, the "2024 Incentive Plan"), effective January 24, 2024. In January 2025, our Board of Directors granted stock options and restricted stock units under the 2024 Incentive Plan to each of our named executive officers. The stock options and restricted stock units are subject to time-based vesting terms. The grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation("Topic 718"), for each of these awards is reported in the Summary Compensation Table. Additional details regarding the equity award described above, including grant date and exercise price, are provided under "Executive Compensation Tables-Outstanding Equity Awards at December 31, 2025."

The stock options have a ten-year term and vest in three equal annual installments subject to continued employment or service through each applicable vesting date.

For Mr. Rousseau only, the stock options are subject to quarterly vesting, and if he is terminated by us without cause, resigns for good reason, or due to Mr. Rousseau's death or disability, all then unvested stock options granted in 2025 shall become fully vested upon such termination.

For more information on vesting and other treatment of these stock options upon specified termination events or a change in control, see "Termination and Change in Control Arrangements" and "Potential Payments Upon Termination or Change of Control."

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Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Executive and Broad-Based Employee Benefits

Our continuing named executive officers are eligible to receive the same medical, dental, vision, and voluntary benefits offered to all other full-time employees. Additionally, our continuing named executive officers are eligible to receive enhanced life and disability benefits, including group term life and accidental death & dismemberment insurance (2.0x their annual base salary up to $1.5 million), full income replacement as a result of a short term disability for up to 26 weeks, and a long term disability benefit of 70% of monthly earnings up to a maximum of $20,000 per month. The enhanced short-term disability benefit program is self-funded (i.e., no premiums are paid to a third-party insurer) and thus there is no incremental cost to the Company to provide this benefit, as no specific allocation of cost is made to any named executive officer prior to the occurrence of a disability.

During 2025, we sponsored and maintained a plan qualified under Section 401(k) of the Internal Revenue Code for all eligible employees, including our named executive officers (the "401(k) Plan"). Under the 401(k) Plan, eligible employees may elect to defer a portion of their compensation, up to the limit prescribed by the Internal Revenue Service. None of our named executive officers were eligible to receive any discretionary employer matching contributions under our 401(k) Plan with respect to 2025.

In addition, in 2025, under our BrightSpring Health Services Nonqualified Deferred Compensation Plan, management and other highly compensated employees were permitted to defer up to 50% of their annual salary.

Severance Arrangements

Our employment arrangements with each of our named executive officers provide for payments and other benefits in connection with certain qualifying terminations of employment. Our Board of Directors believes that these severance benefits: (1) help secure the continued employment and dedication of our named executive officers; (2) enhance our value to a potential acquirer because our named executive officers have non-competition, non-solicitation, and confidentiality provisions that apply after any termination of employment, including after a change in control; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management.

Additional information regarding the severance arrangements with each of our named executive officers, including a quantification of benefits that would have been received by each named executive officer who are currently employed by the Company had his or her employment terminated on December 31, 2025, is provided under "Termination and Change in Control Arrangements."

Clawback Policy

We have adopted an incentive compensation clawback policy that complies with the SEC and Nasdaq requirements.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the section entitled "Compensation Discussion and Analysis" with management. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the section entitled "Compensation Discussion and Analysis" be incorporated by reference in the Company's Annual Report on Form 10-K for fiscal year 2025 and included in this Proxy Statement.

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Executive Compensation Tables

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years indicated.

(1) Amounts reflect the named executive officer's annual base salary earned during the applicable year taking into account increases, if any, in base salary during the course of the year.

(2) Amounts reflect discretionary bonus amounts paid during fiscal year 2025.

(3) Amount reflects the aggregate grant date fair value of equity awards granted to our named executive officers during 2025, computed in accordance with Topic 718, disregarding the effect of estimated forfeitures. The assumptions made in the valuation of our equity awards are found in Note 10 to our audited consolidated financial statements included elsewhere in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

(4) "All Other Compensation" for 2025 consists of the following:

(1) Amounts reflect Mr. Rousseau's and Ms. Phipps' use of a private plane.

(2) The amounts payable pursuant to Mr. Mattingly include $423,156 in severance payments (comprised of $318,461 in salary continuation payments and $104,695 in pro-rata bonus payments under the 2025 STIC) and $13,715 representing

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the Company-paid portion of COBRA premiums for continuation coverage during 2025 pursuant to the terms of his separation agreement.

Grants of Plan-Based Awards

The following table provides information on bonus opportunity ranges under the BHS STIC for each of our named executive officers and equity awards granted during 2025.

(1)Amounts reflect, with respect to each of our named executive officers, the possible payouts of cash incentive compensation under the BHS STIC. Under the BHS STIC, the threshold amount is calculated as the minimum amount that could be payable under the applicable plan to the participating executive assuming satisfaction of the initial EBITDA trigger required to fund the particular plan (disregarding, for purposes of this calculation, potential adjustments of an executive's bonus payout based on that executive's achievement of other balanced scorecard objectives). If the Company had achieved exactly the threshold level of EBITDA required to fund the BHS STIC (and no higher), the payout percentage would be the amount reflected in this column. The actual amounts paid, with respect to the BHS STIC, are described in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" above.

(2)The grant date fair value for the options and RSUs is calculated in accordance with computed in accordance with Topic 718 based on the per share price at which our common stock was offered to the public in connection with our initial public offering.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2025

Employment Arrangements

We have entered into written arrangements with each of our continuing named executive officers governing the terms of their respective employment with us.

Rousseau Employment Agreement

We entered into an employment agreement with Mr. Rousseau, effective as of March 5, 2019 (the "Rousseau Employment Agreement"). The Rousseau Employment Agreement provides that Mr. Rousseau will serve as our President and Chief Executive Officer. The Rousseau Employment Agreement has an initial term that ended on December 31, 2023 and automatically renews on an annual basis unless terminated in accordance with the Rousseau Employment Agreement. The Rousseau Employment Agreement also provides for (i) an initial salary of $800,000, subject to review for increase at least annually and (ii) eligibility to receive an annual bonus, with a target bonus equal to 100% of base salary. Mr. Rousseau is also entitled to participate in our employee benefit arrangements and to receive reimbursement for certain membership fees.

The Rousseau Employment Agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire, employee non-solicitation, client and customer non-solicitation, and mutual non-disparagement covenants. The confidentiality covenant and Mr. Rousseau's covenant not to disparage us have an indefinite term (whereas our directors' and executive officers' obligation not to disparage Mr. Rousseau applies during employment and for three years following Mr. Rousseau's termination of employment). The non-competition and non-solicitation covenants are effective both during Mr. Rousseau's employment with us and until the 24-month anniversary of termination of employment for any reason.

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The Rousseau Employment Agreement further provides for severance benefits, as described below under "Termination and Change in Control Arrangements" and "Potential Payments Upon Termination or Change of Control."

Mattingly Severance Agreement

Mr. Mattingly departed as Chief Financial Officer of the Company on March 4, 2025 (the "Separation Date"). In connection with Mr. Mattingly's departure from the Company, the Company and Mr. Mattingly entered into a Severance Agreement, dated April 4, 2025 (the "Severance Agreement"). The Severance Agreement provides that in exchange for his continued compliance with the restrictive covenants and a release of claims, the Company will provide Mr. Mattingly: (i) salary continuation payments through April 2026 in an amount equal to the sum of his annual base salary at the rate in effect as of the Separation Date, payable in accordance with the Company's regular payroll schedule; (ii) payment of his 2024 BHS STIC payout; (iii) payment of a pro-rata portion of his payout under the 2025 BHS STIC assuming achievement at 100% of target, based on the number of days in fiscal year 2025 through March 31, 2025 (payable in 2026); (iv) acceleration of the vesting of the portion of his outstanding time-based vesting restricted stock units and his options to purchase the Company's common stock that otherwise would have vested through January 2026 had he continued in service through such date (the "Accelerated Equity"); (v) eighteen (18) months of continued payment of the employer portion of Mr. Mattingly's COBRA premiums; (vi) waiver of the continuous service requirement for eligibility to earn his performance-based vesting stock option; and (vii) extension of the post-termination exercise period for his vested options (after giving effect to the Accelerated Equity and any vesting of his performance-based vesting stock option) from ending on the three month anniversary of the Separation Date to the last day of the applicable option period of the stock option).

Phipps Employment Agreement

We entered into an amended and restated employment agreement with Ms. Phipps, effective as of January 1, 2023 (the "Phipps Employment Agreement"). The Phipps Employment Agreement provides that Ms. Phipps will serve as our Chief Financial Officer Home Care and Chief Accounting Officer. The Phipps Employment Agreement has an initial term that ended on January 1, 2024 and automatically renews on an annual basis unless terminated in accordance with the Phipps Employment Agreement. The Phipps Employment Agreement also provides for (i) an initial salary of $320,000, subject to review for increase at least annually and (ii) eligibility to receive an annual bonus, with a target bonus equal to 50% of base salary. Ms. Phipps is also entitled to participate in our employee benefit arrangements. In connection with her promotion to Chief Financial Officer of the Company, Ms. Phipps' annual base salary was increased to $500,000 and her short-term incentive bonus opportunity was increased to 100% of her annual base salary.

The Phipps Employment Agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire, employee non-solicitation, client and customer non-solicitation, and mutual non-disparagement covenants. The confidentiality covenant and Ms. Phipp's covenant not to disparage us have an indefinite term. The non-competition and non-solicitation covenants are effective both during Ms. Phipp's employment with us and until the 12-month anniversary of termination of employment for any reason.

The Phipps Employment Agreement further provides for severance benefits, as described below under "Termination and Change in Control Arrangements" and "Potential Payments Upon Termination or Change of Control."

Barnes Employment Agreement

We entered into an employment agreement with Mr. Barnes, effective as of July 9, 2018 (the "Barnes Employment Agreement"), pursuant to which Mr. Barnes serves as our President, Community Health Services. The Barnes Employment Agreement provides for (i) an initial annual base salary of $400,000, subject to adjustment from time to time and (ii) eligibility to receive an annual bonus, with a target bonus equal to 60% of base salary. Mr. Barnes is also entitled to participate in our employee benefit arrangements.

The Barnes Employment Agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, noncompetition, employee non-solicitation, employee no-hire, client and customer non-solicitation, and non-disparagement covenants. The confidentiality and non-disparagement covenants have an indefinite term, and the non-competition, non-solicitation, and no-hire covenants are effective both during the executive's employment and until the 12-month anniversary of termination of employment for any reason.

The Barnes Employment Agreement further provides for severance benefits, as described below under "Termination and Change in Control Arrangements" and "Potential Payments Upon Termination or Change of Control."

On March 30, 2026, the Barnes Employment Agreement was transferred to the purchaser upon the closing of the divestiture of the Community Living business.

Nalley Employment Agreement

We entered into an employment agreement with Ms. Nalley, effective as of January 1, 2023 (the "Nalley Employment Agreement"), pursuant to which Ms. Nalley serves as our Chief of Staff and Senior Vice President of Human Resources. The Nalley Employment Agreement provides for (i) an initial salary of $325,000, subject to adjustment from time to time

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and (ii) eligibility to receive an annual bonus, with a target bonus equal to 40% of base salary. Ms. Nalley is also entitled to participate in our employee benefit arrangements.

The Nalley Employment Agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire, employee non-solicitation, client, patient, and customer non-solicitation, and non-disparagement covenants. The confidentiality and non-disparagement covenants have an indefinite term, and the non-competition, non-solicitation, and no-hire covenants are effective both during the executive's employment and until the 12-month anniversary of termination of employment for any reason.

The Nalley Employment Agreement further provides for severance benefits, as described below under "Termination and Change in Control Arrangements" and "Potential Payments Upon Termination or Change of Control."

Greenwell Employment Agreement

Our wholly-owned subsidiary, PharMerica Corporation ("PharMerica"), entered into an employment agreement with Mr. Greenwell, effective as of June 9, 2025 (the "Greenwell Employment Agreement"), pursuant to which Mr. Greenwell serves as one of our Executive Vice Presidents and the President of PharMerica. The Greenwell Employment Agreement provides for (i) an initial salary of $450,000, subject to adjustment from time to time, (ii) a sign-on bonus of $250,000 and (iii) eligibility to receive an annual bonus, with a target bonus equal to 75% of base salary (pro-rated for fiscal year 2025). Mr. Greenwell is also entitled to participate in our employee benefit arrangements.

The Greenwell Employment Agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire, employee non-solicitation, client, patient, and customer non-solicitation, and non-disparagement covenants. The confidentiality and non-disparagement covenants have an indefinite term, the non-solicitation and no hire covenants are effective both during the executive's employment and until the 18-month anniversary of the executive's termination of employment for any reason and the non-competition is effective both during the executive's employment and until the 12-month anniversary of termination of employment for any reason.

The Greenwell Employment Agreement further provides for severance benefits, as described below under "Termination and Change in Control Arrangements" and "Potential Payments Upon Termination or Change of Control."

Yowler Employment Agreement and Transition Agreement

PharMerica entered into an employment agreement with Ms. Yowler, effective as of May 4, 2019 that was subsequently amended by a letter agreement on March 18, 2022 (collectively, the "Yowler Employment Agreement"), pursuant to which Ms. Yowler initially served as PharMerica's Senior Vice President and Chief Financial Officer and was subsequently promoted to President of PharMerica. The Yowler Employment Agreement provided for an initial salary of $360,000, subject to adjustment from time to time. Ms. Yowler is also entitled to participate in our employee benefit arrangements.

The Yowler Employment Agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire, employee non-solicitation, client, patient, and customer non-solicitation, and non-disparagement covenants. The confidentiality and non-disparagement covenants have an indefinite term, and the non-competition, non-solicitation, and no-hire covenants are effective both during the executive's employment and until the 12-month anniversary of termination of employment for any reason.

PharMerica entered into a transition agreement and release with Ms. Yowler, effective as of June 16, 2025 (the "Yowler Transition Agreement"), pursuant to which Ms. Yowler transitioned from the role of President of PharMerica and assumed the role of Senior Vice President of Sales and Account Management of PharMerica.

The Yowler Transition Agreement provides for enhanced severance benefits only upon a future qualifying separation of employment, subject to the terms and conditions of the agreement, as described below under "Termination and Change in Control Arrangements" and "Potential Payments Upon Termination or Change of Control."

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Outstanding Equity Awards at December 31, 2025

The following table provides information as of December 31, 2025, regarding the outstanding stock options held by our named executive officers. See "Long-Term Incentive Program" for more information.