15 unchanged sentences
Total revenues for 2025 increased 6.2% to $3.3 billion from $3.1 billion in 2024.
−Removed: The increase in revenues was attributable to same-facility revenue growth and acquisitions completed in 2024.
+Added: The increase in revenues was attributable to same-facility revenue growth and the net impact from acquisitions and divestitures completed in 2025.
Days adjusted same-facility revenues for 2025 increased 4.9% from 2024, with a 1.4% increase in revenue per case and a 3.4% increase in same-facility cases.
−Removed: Additionally, for 2024, Adjusted EBITDA increased 16.0% to $508.2 million compared to $438.1 million for 2023.
−Removed: The increase in Adjusted EBITDA was primarily attributable to revenue growth, continued cost management initiatives and acquisitions completed in 2024 and 2023.
−Removed: For 2024, net loss attributable to Surgery Partners, Inc.
+Added: Additionally, for 2025, net loss attributable to Surgery Partners, Inc.
was $77.9 million compared to $168.1 million for 2024.
+Added: For 2025, Adjusted EBITDA increased 3.5% to $526.2 million compared to $508.2 million for 2024.
+Added: The increase in Adjusted EBITDA was primarily attributable to revenue growth, continued cost management initiatives and acquisitions completed since the prior year.
A reconciliation of non-GAAP financial measures appears below under the heading "Certain Non-GAAP Measures."
We continue to focus on improving our same-facility performance, selectively acquiring established facilities, developing new facilities and pursuing other portfolio management initiatives.
−Removed: During 2024, we acquired a controlling interest in eight surgical facilities and several physician practices for aggregate cash consideration of $378.8 million, net of cash acquired, and non-cash consideration of $1.1 million.
+Added: During 2025, we acquired a controlling interest in twelve surgical facilities and several physician practices and other ancillary businesses for aggregate cash consideration of $162.1 million, net of cash acquired.
We had cash and cash equivalents of $239.9 million and $692.8 million of borrowing capacity under the Revolver as of December 31, 2025.
+Added: Recent Legislation
+Added: On July 4, 2025, Congress passed the One Big Beautiful Bill Act (the “OBBBA”), which introduced significant changes to federally funded healthcare programs, including Medicaid, Medicare, and the Affordable Care Act.
+Added: While such changes are projected to reduce overall healthcare spending and increase regulatory burdens in certain jurisdictions in which the Company operates, they are not expected to materially impact the Company's financial statements.
+Added: The OBBBA also makes permanent key elements of the Tax Cuts and Jobs Act including, among others, 100% bonus depreciation and the business interest expense limitations.
+Added: The Company’s tax provision for the year ended December 31, 2025, incorporates the effects of these tax law changes.
Our revenues consist of patient service revenues and other service revenues.
1 unchanged sentence
Specifically, patient service revenues include fees for surgical or diagnostic procedures performed at surgical facilities that we consolidate for financial reporting purposes, as well as for patient visits to our physician practices, anesthesia services, pharmacy services and diagnostic screens ordered by our physicians.
−Removed: Other service revenues include management and administrative service fees derived from our non-consolidated facilities that we account for under the equity method, management of surgical facilities and physician practices in which we do not own an interest, management services we provide to physician practices for which we are not required to provide capital or additional assets and other non-patient services.
+Added: Other service revenues include management and administrative service fees derived from our non-consolidated facilities that we account for under the equity method, management of
+Added: surgical facilities and physician practices in which we do not own an interest, management services we provide to physician practices for which we are not required to provide capital or additional assets and other non-patient services.
The following table summarizes revenues by service type as a percentage of total revenues:
2 unchanged sentences
Patient service revenues:
+Added: Patient service revenues
97.5 % 98.1 % 98.4 %
64 unchanged sentences
We recognize patient service
−Removed: revenues, net of contractual allowances and implicit price concessions, which we estimate based on existing contracts or the historical trend of our cash collections and contractual write-offs.
−Removed: Contractual allowances are recorded at the time of payment and the time of billing for surgical hospitals and ASCs, respectively.
+Added: revenues, net of contractual adjustments and implicit price concessions.
+Added: Contractual adjustments and implicit price concessions are estimated based on contractual agreements, discount policies and historical experience of cash collections and historical write-offs.
+Added: The estimated contractual adjustments are recognized at the time of services being performed, with ASCs typically based on contractual agreements and surgical hospitals typically based on historical experience of cash collections and write-offs.
+Added: Changes in estimated contractual adjustments are recorded in the period of change, with final adjustments, if any, typically at the time of payment.
Other service revenues consist of management and administrative service fees derived from non-consolidated surgical facilities that we account for under the equity method, management of surgical facilities in which we do not own an interest and management services we provide to physician networks for which we are not required to provide capital or additional assets.
−Removed: The fees we derive from these management arrangements are based on a predetermined percentage of the revenues of each surgical facility and physician network.
−Removed: We recognize other service revenues in the period in which services are rendered.
+Added: The fees we derive from these management arrangements are generally based on a predetermined percentage of the revenues of each surgical facility and physician network.
+Added: We recognize other service revenues in the period in which services are rendered and billed.
There were no material impacts on our financial condition or results of operations due to changes in assumptions or conditions related to revenue recognition during the years ended December 31, 2025, 2024 and 2023.
Accounts Receivable
−Removed: Our patient service revenues and other receivables from third-party payors are recorded net of contractual allowances and implicit price concessions, which are estimated based on established fee schedules, relationships with payors, procedure statistics and other objective information including the historical trend of cash collections and contractual write-offs.
−Removed: Contractual allowances are recorded at the time of payment and the time of billing for surgical hospitals and ambulatory surgical centers, respectively.
−Removed: While changes in estimated reimbursement from third-party payors remain a possibility, we expect that any such changes would be minimal and, therefore, would not have a material effect on our financial condition or results of operations.
+Added: Accounts receivable from third-party payors are recorded net of contractual allowances and implicit price concessions, which are estimated based on established fee schedules, relationships with payors, procedure statistics and other objective information including the historical trend of cash collections and contractual write-offs.
+Added: Contractual adjustments and implicit price concessions are estimated based on contractual agreements, discount policies and historical experience of cash collections and historical write-offs.
+Added: The estimated contractual adjustments and implicit price concessions are recognized at the time of services being performed, with ASCs generally based on contractual agreements and surgical hospitals generally based on historical experience of cash collections and write-offs.
+Added: Changes in estimated contractual adjustments and implicit price concessions are recorded in the period of change, with final adjustments, if any, typically at the time of payment.
+Added: We recognize that final reimbursement of outstanding accounts receivable is subject to final approval by each third-party payor.
+Added: However, because we have contracts with our third-party payors and we verify the insurance coverage of the patient before services are rendered, the amounts that are pending approval from third-party payors are minimal.
+Added: Amounts are classified outside of self-pay if we have an agreement with the third-party payor or we have verified a patient’s coverage prior to services rendered.
+Added: It is our policy to collect co-payments and deductibles prior to providing services, where possible.
+Added: It is also our policy to verify a patient’s insurance 72 hours prior to the patient’s procedure.
+Added: Because our services are primarily non-emergency, our surgical facilities have the ability to control the procedures for which third-party reimbursement is sought and obtained.
Our collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account.
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Our average days sales outstanding was 60 and 61 days for the years ended December 31, 2025 and 2024, respectively.
−Removed: We recognize that final reimbursement of outstanding accounts receivable is subject to final approval by each third-party payor.
−Removed: However, because we have contracts with our third-party payors and we verify the insurance coverage of the patient before services are rendered, the amounts that are pending approval from third-party payors are minimal.
−Removed: Amounts are classified outside of self-pay if we have an agreement with the third-party payor or we have verified a patient’s coverage prior to services rendered.
−Removed: It is our policy to collect co-payments and deductibles prior to providing services, where possible.
−Removed: It is also our policy to verify a patient’s insurance 72 hours prior to the patient’s procedure.
−Removed: Because our services are primarily non-emergency, our surgical facilities have the ability to control these procedures.
There were no material impacts on our financial condition or results of operations due to changes in assumptions or conditions related to accounts receivable during the years ended December 31, 2025, 2024 and 2023.
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The valuation allowance has been established for certain deferred tax assets for which we believe it is more likely than not that the tax benefits will not be realized.
−Removed: Our income tax expense and/or other comprehensive income in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in our valuation allowance in the period when the change in circumstances occurs.
+Added: Our income tax expense and/or other comprehensive income in future periods will be
+Added: reduced or increased to the extent of offsetting decreases or increases, respectively, in our valuation allowance in the period when the change in circumstances occurs.
These changes could have a significant impact on our future earnings.
The Company made income tax payments of $1.2 million, $1.6 million and $1.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
−Removed: In each of these periods the income tax payments related to states in which the Company does not have a NOL to
−Removed: offset taxable income.
+Added: In each of these periods the income tax payments related to states in which the Company does not have a NOL to offset taxable income.
During the years ended December 31, 2025, 2024 and 2023, the Company made no federal income tax payments due to utilization of its NOL carryforwards.
11 unchanged sentences
Our judgments regarding the existence of impairment indicators are based on market conditions and operational performance of each reporting unit.
−Removed: During 2024, the Company had identified two reporting units, American Group and National Group.
+Added: During 2025, the Company has identified two reporting units, American Group and National Group.
The Company tests its goodwill for impairment at least annually, as of October 1, or more frequently if certain indicators arise.
45 unchanged sentences
As a percentage of revenues, general and administrative expenses were 3.6% and 4.5% for the years ended December 31, 2025 and 2024, respectively.
+Added: The decrease in general and administrative expenses as a percentage of revenues was due to a decrease in executive incentive compensation during the year ended December 31, 2025.
Depreciation and Amortization.
Depreciation and amortization expenses were $176.0 million and $152.6 million for the years ended December 31, 2025 and 2024, respectively.
−Removed: This increase was primarily due to accelerate depreciation recorded on certain long-lived assets as a result of the Company's portfolio management activities.
+Added: This increase was primarily due to accelerated depreciation recorded on certain long-lived assets as a result of the Company's portfolio management activities.
As a percentage of revenues, depreciation and amortization expenses were 5.3% and 4.9% for the years ended December 31, 2025 and 2024, respectively.
9 unchanged sentences
As a percentage of revenues, interest expense, net was 8.2% and 6.5% for the years ended December 31, 2025 and 2024, respectively.
+Added: The increase in interest expense was primarily driven by the maturity of prior interest rate swaps in March 2025 and increased interest related to the incremental senior unsecured notes raised in 2024.
Income Tax (Expense) Benefit .
−Removed: Income tax expense was $134.6 million for the year ended December 31, 2024 compared to income tax benefit of $0.3 million for the year ended December 31, 2023.
−Removed: The increase in income tax (expense) benefit was primarily driven by an increase in the valuation allowance as a result of the Company being in a cumulative three-year pre-tax loss position at December 31, 2024.
+Added: Income tax expense was $18.0 million for the year ended December 31, 2025 compared to income tax expense of $134.6 million for the year ended December 31, 2024.
+Added: The decrease in income tax expense was primarily driven by 2024 being the initial year the Company was in a cumulative three-year pre-tax loss position and thereby recorded a valuation allowance against its net operating loss carry-forward.
+Added: The Company continued to be in a three year pre-tax loss position at December 31, 2025 and adjusted the existing valuation allowance on its net operating loss carry-forward and Section 163(j) carry-forward.
The effective tax rate was 15.4% and 91.5% for the years ended December 31, 2025 and 2024, respectively.
4 unchanged sentences
Comparison of Operating Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023
−Removed: Our discussion regarding the comparison of the year ended December 31, 2023 compared to the year ended December 31, 2022 was previously disclosed beginning on page 42 in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed on February 26, 2024, under "Item 7.
+Added: Our discussion regarding the comparison of the year ended December 31, 2024 compared to the year ended December 31, 2023 was previously disclosed beginning on page 35 in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed on March 7, 2025, under "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 " and is hereby incorporated herein by reference.
3 unchanged sentences
Our cash flows provided by operating activities was $274.3 million for the year ended December 31, 2025 compared to $300.1 million for the year ended December 31, 2024.
−Removed: The $6.3 million increase was primarily driven by operational growth, partially offset by increased spend on acquisition and integration related costs and the timing of routine working capital.
+Added: The $25.8 million decrease was primarily driven by operational growth and the timing of routine working capital.
Net cash used in investing activities for the year ended December 31, 2025 was $246.6 million compared to $488.5 million for the year ended December 31, 2024.
−Removed: The $262.9 million increase was primarily driven by an aggregate net increase of $250.2 million in payments for acquisitions (net of cash acquired) and purchases of equity method investments and a $23.2 million decrease in proceeds from sales of facilities.
−Removed: Net cash provided by financing activities for the year ended December 31, 2024 was $262.0 million compared to net cash used of $155.2 million for the year ended December 31, 2023.
−Removed: The increase of $417.2 million was primarily driven by net proceeds received from the issuance and sale of $800.0 million in senior unsecured notes, partially offset by the redemption of all the Existing Notes (as discussed in the following section).
−Removed: The remaining increase was due to net borrowings on the Revolver used to fund acquisitions completed during the year ended December 31, 2024.
−Removed: Discussion of the operating, investing and financing activities for the year ended December 31, 2023 was previously disclosed beginning on page 43 in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed on February 26, 2024, under "Item 7.
+Added: The $241.9 million decrease was primarily driven by an aggregate net decrease of $205.1 million in payments for acquisitions (net of cash acquired) and purchases of equity method investments and a $43.9 million increase in proceeds from sales of facilities.
+Added: Net cash used in financing activities for the year ended December 31, 2025 was $57.3 million compared to net cash provided by financing activities of $262.0 million for the year ended December 31, 2024.
+Added: The decrease of $319.3 million was primarily driven by the difference in the amount of net proceeds received from the issuance and sale of $425.0 million and $800.0 million in senior unsecured notes for the years ended December 31, 2025 and 2024, respectively.
+Added: The remaining decrease was due to an increase in distributions to non-controlling interest holders of $55.5 million.
+Added: Discussion of the operating, investing and financing activities for the year ended December 31, 2024 was previously disclosed beginning on page 36 in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed on March 7, 2025, under "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and is hereby incorporated herein by reference.
−Removed: On April 10, 2024, we completed the issuance and sale of $800.0 million in aggregate principal amount of senior unsecured notes due 2032 (the "2032 Notes").
−Removed: The 2032 Notes bear interest at an annual rate of 7.250% per year, payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2024.
−Removed: Proceeds from sale of the 2032 Notes were used (i) to redeem all of the outstanding 2025 Notes and 2027 Notes, (ii) to pay accrued interest on the Existing Notes through, but not including, April 25, 2024, (iii) to pay related fees and expenses in connection with the offering of the 2032 Notes and redemption of the Existing Notes, and (iv) for general corporate purposes, including to fund future acquisitions.
−Removed: On June 20, 2024, the Company entered into the Amendment to the Credit Agreement (as define below), to provide for a new tranche of term loans under the Credit Agreement in an aggregate principal amount of $1.4 billion.
−Removed: The 2024 Refinancing Term Loans replace or refinance in full all of the existing term loans outstanding under the Credit Agreement (as in effect immediately prior to the Amendment), all as further set forth in the Amendment.
−Removed: The 2024 Refinancing Term Loans mature on December 19, 2030.
−Removed: The 2024 Refinancing Term Loans shall bear interest at a rate per annum equal to (x) the forward-looking term rate based on Term SOFR plus 2.75% per annum or (y) an alternate base rate (which will be the highest of (i) the prime rate plus 0.5% per annum above the federal funds effective rate and (ii) Term SOFR plus 1.00% per annum (which shall not be less than 1.00%) plus 1.75% per annum.
+Added: On August 13, 2025, the Company entered into the Second Amendment to the Credit Agreement (as defined below), which provides for a new tranche of term loans in an aggregate principal amount of $1.4 billion.
+Added: The 2025 Refinancing Term Loans replace or refinance in full all of the existing term loans outstanding under the Credit Agreement (as in effect immediately prior to the Second Amendment), and refinance in full all of the existing revolving credit commitments and outstanding revolving loans under the Credit Agreement (as in effect immediately prior to the Second Amendment), all as further set forth in the Second Amendment.
+Added: The 2025 Refinancing Term Loans mature on December 19, 2030 and the refinanced revolving credit commitments and refinanced revolving loans mature on December 19, 2028.
+Added: The 2025 Refinancing Loans shall bear interest at a rate per annum equal to (x) the forward-looking term rate based on SOFR plus 2.50% per annum or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% per annum and (iii) Term SOFR plus 1.00% per annum (which shall not be less than 1.00%)) plus 1.50% per annum.
The 2025 Refinancing Term Loans amortize in equal quarterly installments of 0.25% of the aggregate original principal amount of the 2025 Refinancing Term Loans.
Voluntary prepayments of the 2025 Refinancing Term Loans are permitted, in whole or in part, with prior notice, without premium or penalty.
+Added: On December 16, 2025, we completed the issuance and sale of $425.0 million in aggregate principal amount of senior unsecured notes due 2032 at 101.00% of the principal amount.
+Added: The notes were issued as part of the same series as the existing 2032 Unsecured Notes originally issued in April 2024, and have the same terms.
Capital Resources
29 unchanged sentences
Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered in isolation or as a substitute for net income, operating income or any other measure calculated in accordance with GAAP.
−Removed: The items excluded from this non-GAAP metric are significant components in understanding and evaluating our financial performance.
+Added: The items excluded from this non-
+Added: GAAP metric are significant components in understanding and evaluating our financial performance.
We believe such adjustments are appropriate, as the magnitude and frequency of such items can vary significantly and are not related to the assessment of normal operating performance.
3 unchanged sentences
The following table reconciles Adjusted EBITDA to income before income taxes, the most directly comparable GAAP financial measure (in millions and unaudited):
−Removed: Three Months Ended December 31,
+Added: Year Ended December 31,
2025 2024 2023
8 unchanged sentences
73.9 100.1 61.7
+Added: De novo start-up costs
Net loss on disposals, consolidations and deconsolidations 30.4 40.6 14.4
3 unchanged sentences
Undesignated derivative activity (3)
−Removed: (2.7) 8.6 1.5
Adjusted EBITDA $ 526.2 $ 508.2 $ 438.1
−Removed: (1) This amount includes transaction and integration costs of $100.1 million, $61.7 million and $47.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: The $100.1 million for the year ended December 31, 2024, includes approximately $10.7 million of costs associated with evaluating strategic alternatives.
−Removed: This amount further includes start-up costs related to de novo surgical facilities of $7.9 million, $3.2 million and $1.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: (2) This amount includes a net litigation settlements (gain) loss of $0.8 million, $10.6 million and $29.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: (1) This amount includes diligence, transaction and integration costs related to acquisitions (both completed and in the pipeline) and divested facilities (collectively "M&A costs") of $55.2 million, $76.4 million and $49.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
+Added: This amount also includes other costs, including severance, IT implementation, and revenue cycle standardization of $18.7 million, $23.7 million and $12.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
+Added: (2) This amount includes a net litigation settlements loss (gain) of $7.3 million, $(0.8) million and $10.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
This amount also includes other litigation costs of $3.1 million, $3.9 million and $2.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
−Removed: Additionally, the year ended December 31, 2023, includes $4.4 million related to the impact of recent changes in Florida law regarding the use of letters of protection.
−Removed: (3) This amount includes the reclassification of $7.5 million of unrealized gains out of accumulated OCI into income related to the de-designation of a portion of one of the Company's interest rate caps for the year ended December 31, 2022.
−Removed: This amount further includes fair value changes of undesignated derivatives for the years ended December 31, 2024, 2023 and 2022.
+Added: Additionally, the year ended December 31, 2023, includes $4.4 million related to the impact of changes in Florida law regarding the use of letters of protection.
+Added: (3) This amount includes fair value changes of undesignated derivatives for the year ended December 31, 2023.
(4) For the year ended December 31, 2024, this amount includes hurricane-related impacts, net of insurance proceeds related to cyber event losses predominantly incurred in 2023.
For the year ended December 31, 2023, this amount includes estimates for the net impact of the May 2023 cyber event and losses from a divested business.
−Removed: For the year ended December 31, 2022, this amount includes losses incurred, net of insurance proceeds received, related to certain surgical facilities that were closed following Hurricane Ian.
−Removed: We use Credit Agreement EBITDA as a measure of liquidity and to determine our compliance under certain covenants pursuant to our New Credit Facilities.
+Added: We use Credit Agreement EBITDA as a measure of liquidity and to determine our compliance under certain covenants pursuant to our Secured Credit Facilities.
Credit Agreement EBITDA is determined on a trailing twelve-month basis.
−Removed: We have included it because we believe that it provides investors with additional information about our ability to incur and service debt and make capital expenditures.
+Added: We have included it because we believe it provides investors with additional information about our ability to incur and service debt and make capital expenditures.
Credit Agreement EBITDA is not a measurement of liquidity under GAAP, and should not be considered in isolation or as a substitute for any other measure calculated in accordance with GAAP.
16 unchanged sentences
Transaction, integration and acquisition costs 73.9
+Added: De novo start-up costs
Litigation settlements and other litigation costs 10.4
1 unchanged sentence
Credit Agreement EBITDA $ 578.2
−Removed: (1) This amount includes estimates for the impact of a cyber event, losses from divested business and hurricane-related impacts.
(1) Represents impact of acquisitions as if each acquisition had occurred on January 1, 2025.
−Removed: Further this includes revenue and cost synergies from other business initiatives and de novo facilities and an adjustment for the effects of adopting the new lease accounting standard, as defined in the credit agreement governing the New Credit Facilities.
−Removed: Inflation and changing prices have not significantly affected our operating results or the markets in which we operate.
+Added: Further this includes revenue and cost synergies from other business initiatives and de novo facilities and an adjustment for the effects of adopting the new lease accounting standard, as defined in the credit agreement governing the Secured Credit Facilities.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.