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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-03-07 · 227 added, 252 removed, 1057 unchanged (31% of the section changed)

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Disclosure Controls and Procedures and Limitations on the Effectiveness of Controls

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures conducted as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

We acquired a controlling interest in Midwest Orthopedic Specialty Hospital, LLC effective April 30, 2024.

We excluded this facility from our assessment of and conclusion on the effectiveness of our internal control over financial reporting.

For the year ended December 31, 2024, this facility contributed $60.8 million or 2.0% of our total revenues, and $303.7 million or 3.8% of our total assets.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025.

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting , management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Midwest Orthopedic Specialty Hospital, LLC, which is included in the 2024 consolidated financial statements of the Company and constituted approximately 3.8% of total assets as of December 31, 2024 and 2.0% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Midwest Orthopedic Specialty Hospital, LLC.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended December 31, 2024, and the related notes and our report dated March 6, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the two years in the period ended December 31, 2025, and the related notes and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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During the three months ended December 31, 2025, none of the Company's directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Board Member Appointment

On February 26, 2026, the Board of Directors of the Company appointed Lloyd Dean as a Class I director to fill the vacant directorship.

As a Class I director, Mr.

Dean’s term expires at the 2028 annual meeting of stockholders.

The Board has determined that Mr.

Dean is independent in accordance with Nasdaq listing standards.

The Board has not appointed Mr.

Dean to any committees of the Board, and it is unknown which committees of the Board Mr.

Dean will serve on at this time.

Dean’s compensation will be materially consistent with other non-employee directors of the Company, as described in the definitive proxy statement for the Company’s 2025 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 24, 2025.

Additionally, Mr.

Dean entered into the Company’s standard form of indemnification agreement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed March 1, 2023).

4.2 I ndenture, dated April 10, 2024, among Surg e ry Ce nter Holdings, Inc., the Guarantors from time to time party thereto and Wilmington Trust, National Association, as Tru stee (inc orporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed April 10, 202 4).

4.3 F orm of 7.250% Notes due 2032 (inc orporated herein by reference to Exhibit 4.2 to the Com pany's Current Report on Form 8-K filed April 10, 2024 ).

4.2 Indenture, dated April 10, 2024, among Surgery Center Holdings, Inc., the Guarantors from time to time party thereto and Wilmington Trust, National Association, as Trustee, including the Form of 7.250% Notes due 2032 attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed April 10, 2024).

4.3 First Supplemental Indenture, dated as of June 18, 2024, among Surgery Center Holdings, Inc., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee, including the Form of 7.250% Notes due 2032 attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 16, 2025).

4.4 Second Supplemental Indenture, dated as of April 24, 2025, among Surgery Center Holdings, Inc., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee, including the Form of 7.250% Notes due 2032 attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 16, 2025).

4.5 Third Supplemental Indenture, dated as of December 16, 2025, among Surgery Center Holdings, Inc., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee, including the Form of 7.250% Notes due 2032 attached thereto (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 16, 2025).

10.1 Office Lease Agreement dated November 17, 2015 between Highwoods Realty Limited Partnership and Surgery Partners, Inc.

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(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 22, 2022).

Tax Receivable Agreement, dated as of September 30, 2015, among Surgery Partners, Inc., H.I.G.

Surgery Centers, LLC and certain other stockholders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 13, 2015).

Amendment No.

1 to Income Tax Receivable Agreement, by and between Surgery Partners, Inc.

Surgery Centers, LLC (in its capacity as the Stockholders Representative), dated May 9, 2017 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 11, 2017).

Form of TRA Waiver and Assignment Agreement (incorporated herein by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed March 16, 2018).

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2015 Omnibus Incentive Plan, as amended and restated effective January 1, 2020 (incorporated herein by reference as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed August 5, 2020).

Surgery Partners, Inc.

2025 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 24, 2025).

First Amendment to the Surgery Partners, Inc.

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Supplemental Executive Retirement Plan, Effective May 1, 2005 (incorporated herein by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1, Amended, filed September 21, 2015).

Form of Non-Statutory Stock Option Agreement under the 2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed November 13, 2015).

Form of Non-Employee Director Non-Statutory Stock Option Agreement under the Surgery Partners, Inc.

2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed November 13, 2015).

Form of Restricted Stock Agreement under the Surgery Partners, Inc.

2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed November 13, 2015).

Form of Restricted Stock Award Agreement under the 2015 Surgery Partners, Inc.

Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed March 15, 2016).

Form of Performance Stock Unit Award Agreement under the Surgery Partners, Inc.

2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 5, 2016).

Form of Non-Employee Director Restricted Stock Award Agreement under the Surgery Partners, Inc.

2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 3, 2017).

Form of Stock-Settled Stock Appreciation Right Agreement under the Surgery Partners, Inc.

2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 20, 2018).

S urgery Partners, Inc.

Employee Stock Purchase Plan (inc orporated herein by re ference to Appendix A of the Company's Proxy Statement filed on April 25, 2024).

S P Management Services, Inc.

Nonqualif ied Deferred Compensation Plan (incorporated h erein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed August 6, 2 024 ).

Form of Non-Statutory Stock Option Agreement (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed November 13, 2015).

Form of Non-Employee Director Non-Statutory Stock Option Agreement (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed November 13, 2015).

Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed November 13, 2015).

Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed March 15, 2016).

Form of Performance Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 5, 2016).

Form of Non-Employee Director Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 3, 2017).

Form of Stock-Settled Stock Appreciation Right Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 20, 2018).

Surgery Partners, Inc.

Employee Stock Purchase Plan (incorporated herein by reference to Appendix A of the Company's Proxy Statement filed on April 25, 2024).

SP Management Services, Inc.

Nonqualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed August 6, 2024).

Amended and Restated Employment Agreement, dated March 11, 2022, by and between Surgery Partners, Inc.

and Jennifer Baldock (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 3, 2022).

Employment Agreement, dated January 4, 2018, between Surgery Partners, Inc., Surgery Partners, LLC and Wayne DeVeydt (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 8, 2018).

Amendment No.

1 to Employment Agreement by and between Surgery Partners, Inc., Surgery Partners, LLC and Wayne DeVeydt, dated January 13, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2020).

Employment Agreement, dated February 11, 2019, by and between Surgery Partners, Inc., Surgery Partners, LLC and J.

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Eric Evans, dated January 13, 2020 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 13, 2020).

Amended and Restated Employment Agreement, dated March 8, 2022, by and between Surgery Partners, Inc.

and Anthony W.

Taparo (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 3, 2022).

Amended and Restated Employment Agreement, dated March 8, 2022, by and between Surgery Partners, Inc.

and Bradley R.

Owens (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 3, 2022).

R etirement Agreement, dated August 5, 2024, by and b etween Surgery Partners, Inc.

and Brad ley R.

Owens (inc orporated herein by reference to Exhibit 10.3 to the Company 's Current Report on Form 8-K f iled August 6, 2024 ).

Employment Agreement, dated January 7, 2022, by and between Surgery Partners, Inc.

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and Marissa Brittenham (incorporated herein by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on March 1, 2022).

Retirement and Consulting Agreement, dated February 25, 2022, by and between Surgery Partners, Inc.

and George M.

Goodwin (incorporated herein by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed on March 1, 2022).

Employment Agreement, dated July 25, 2022, by and between Surgery Partners, Inc.

and Harrison Bane (incorporated herein by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed on March 1, 2023).

Employment Agreement, dated October 27, 2025, by and between Surgery Partners, Inc.

and Justin Oppenheimer (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 12, 2025).

10.29 Credit Agreement, dated as of December 19, 2023, by and among SP Holdco I, Inc., Surgery Center Holdings, Inc., Jefferies Finance LLC and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20,2023).

10.36 F irst Amendment to the Credit Agreement, dated as of June 20, 202 4, by and among SP Holdco I, Inc., Surgery Center Holdings, Inc., the Subsidiary Guarantors .

Jef fer ies Financ e LLC, and the other lender s party ther eto (inc orporated herein by re ference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 20 , 2024).

19 Insider Trading Policy.

10.30 First Amendment to the Credit Agreement, dated as of June 20, 2024, by and among SP Holdco I, Inc., Surgery Center Holdings, Inc., the Subsidiary Guarantors.

Jefferies Finance LLC, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 20, 2024).

10.31 Second Amendment to the Credit Agreement, dated as of August 13, 2025, by and among SP Holdco I, Inc., Surgery Center Holdings, Inc., the Subsidiary Guarantors.

Jefferies Finance LLC, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 13, 2025).

19 Insider Trading Policy (incorporated herein by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on March 7, 2025).

21 List of Subsidiaries of the Registrant.

23.1 Consent of Independent Registered Public Accounting Firm (Deloitte).

23.2 C onsent of Indep endent Registered Public Accounting Firm (Erns t & Youn g LLP).

23.2 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).

31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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97 Surgery Partners, Inc.

Executive Compensation Recovery Policy (incor po rated herein by reference to Exhibit 97 to the Comp any's A nnual Report on Form 10-K filed on February 26, 2024 ) .

Executive Compensation Recovery Policy (incorporated herein by reference to Exhibit 97 to the Company's Annual Report on Form 10-K filed on February 26, 2024).

101.INS Inline XBRL Taxonomy Extension Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Surgery Partners, Inc.

(the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with U.S.

We have audited the accompanying consolidated balance sheets of Surgery Partners, Inc.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also audited the disclosure of significant expenses and other segment items in Note 14 that have been disclosed for 2023 and 2022 due to the adoption of ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, and the recast of the segment disclosures in Note 14 to reflect one reportable segment.

We also audited the disclosure of significant expenses and other segment items in Note 14 that have been disclosed for 2023 due to the adoption of ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures , and the recast of the segment disclosures in Note 14 to reflect one reportable segment.

In our opinion, such disclosures are appropriate.

However, we were not engaged to audit, review, or apply any procedures to the 2023 and 2022 consolidated financial statements of the Company other than with respect to these disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2023 and 2022 consolidated financial statements taken as a whole.

However, we were not engaged to audit, review, or apply any procedures to the 2023 consolidated financial statements of the Company other than with respect to these disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2026 expressed an unqualified opinion thereon.

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Revenue Recognition – Contractual Allowances and Implicit Price Concessions

Description of the Matter For the year ended December 31, 2024, the Company’s revenue was $3.1 billion.

Description of the Matter For the year ended December 31, 2025, the Company’s revenues were $3.3 billion.

As more fully described in Note 1 to the consolidated financial statements, the transaction price for revenues is determined based on gross charges for services provided, net of estimated contractual allowances and implicit price concessions (“price concessions”).

Contractual allowances are recorded at the time of payment for surgical hospitals.

The estimation process is based on historical trends of cash collections and contractual write-offs.

The inputs used to determine the estimated price concessions are based on objective data.

Management’s determination of the estimate is complex and involves their assessment of the appropriateness and relevancy of the inputs and methodology to record the estimate.

Estimated price concessions are recognized at the time of services being performed and are generally based on historical experience of cash collections and write-offs for surgical hospitals.

Auditing management’s estimate of surgical hospitals' price concessions was highly judgmental due to the significant data inputs and estimation uncertainty present in determining related amounts.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the price concessions process for surgical hospitals, including controls over the review of estimated price concessions and the verification of the accuracy and completeness of the data used in the assessment.

To test the adequacy of the estimated price concessions for surgical hospitals, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in management’s model to determine the recorded estimate.

We tested the underlying data related to the recognition of patient level charges and the subsequent activities, including cash collections and contractual write-offs.

We developed independent estimates of price concessions using historical collections by payor and location and compared the independent estimates to the price concession estimate developed by management.

To test the adequacy of the estimated price concessions for surgical hospitals, our audit procedures included, among others, recalculating management’s model and assessing whether the recorded estimate was in accordance with their policy.

We developed an independent estimate of price concessions using historical collections by payor and location and compared the independent estimate to the price concession estimate developed by management.

For our independent estimate, we tested the underlying data related to the recognition of patient level charges and the subsequent activities, including cash collections and write-offs.

We assessed the historical accuracy of management’s estimated price concessions as a source of potential corroborative or contrary evidence.

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Opinion on the Financial Statements

and subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the "financial statements") (the 2023 and 2022 financial statements before the effects of the retrospective adjustments to the disclosure of significant expenses and other segment items and the recast of the segment disclosures to reflect one reportable segment in Note 14 to the financial statements are not presented herein).

In our opinion, the 2023 and 2022 financial statements, before the effects of the retrospective adjustments to the disclosure of significant expenses and other segment items and the recast of the segment disclosures to reflect one reportable segment in Note 14 to the financial statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

We have audited, before the effects of the retrospective adjustments to the disclosure of significant expenses and other segment items in Note 14 to the consolidated financial statements that have been disclosed for 2023 due to the adoption of ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures , and the recast of the segment disclosures in Note 14 to reflect one reportable segment, the accompanying consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for the year ended December 31, 2023 and the related notes (collectively referred to as the "financial statements") (the 2023 financial statements before the effects of the retrospective adjustments to the disclosure of significant expenses and other segment items and the recast of the segment disclosures to reflect one reportable segment in Note 14 to the financial statements are not presented herein) of Surgery Partners, Inc.

and subsidiaries (the "Company").

In our opinion, the 2023 financial statements, before the effects of the retrospective adjustments to the disclosure of significant expenses and other segment items and the recast of the segment disclosures to reflect one reportable segment in Note 14 to the financial statements, present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America .

We were not engaged to audit, review, or apply any procedures to the disclosure of significant expenses and other segment items or the recast of the segment disclosures to reflect one reportable segment in Note 14 to the financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied.

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Property and equipment, net 1,153.4 1,088.3

1,088.3 968.7

Intangible assets, net 41.0 45.7

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Right-of-use operating lease assets 289.2 295.7

Long-term deferred tax assets — 89.5

Other long-term assets 56.8 57.5

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Additional paid-in capital 2,540.6 2,520.9

Accumulated other comprehensive income 4.8 57.5

Accumulated other comprehensive (loss) income ( 13.8 ) 4.8

Retained deficit ( 815.2 ) ( 737.3 )

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Total liabilities and stockholders' equity $ 8,119.7 $ 7,890.0

See notes to consolidated financial statements.

See notes to unaudited consolidated financial statements.

SURGERY PARTNERS, INC.

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Net loss on disposals, consolidations and deconsolidations

30.4 40.6 14.4

Equity in earnings of unconsolidated affiliates ( 22.9 ) ( 19.5 ) ( 14.2 )

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Income tax (expense) benefit

( 18.0 ) ( 134.6 ) 0.3

Net income 98.9 12.5 135.3

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(1) The impact of potentially dilutive securities for all periods was not considered because the effect would be anti-dilutive.

See notes to consolidated financial statements.

See notes to unaudited consolidated financial statements.

SURGERY PARTNERS, INC.

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( 18.6 ) ( 52.7 ) ( 18.7 )

Comprehensive (loss) income

( 40.2 ) 116.6 194.7

Comprehensive income (loss) 80.3 ( 40.2 ) 116.6

Comprehensive income attributable to non-controlling interests ( 176.8 ) ( 180.6 ) ( 147.2 )

Comprehensive (loss) income attributable to Surgery Partners, Inc.

Comprehensive loss attributable to Surgery Partners, Inc.

$ ( 96.5 ) $ ( 220.8 ) $ ( 30.6 )

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Equity-based compensation 633 — 18.5 — — — 18.5

Equity offering 36,038 0.4 857.3 — — — 857.7

Other comprehensive income — — — 107.7 — — 107.7

Other comprehensive loss — — — ( 18.7 ) — — ( 18.7 )

Acquisition and disposal of shares of non-controlling interests, net — — 1.1 — — 98.2 99.3

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Equity in earnings of unconsolidated affiliates, net of distributions received ( 0.8 ) ( 2.0 ) ( 2.2 )

Other non-cash income — — ( 7.5 )

Changes in operating assets and liabilities, net of acquisitions and divestitures:

Accounts receivable ( 53.8 ) ( 72.1 ) ( 47.2 )

Medicare accelerated payments and deferred governmental grants — ( 1.2 ) ( 58.4 )

Other operating assets and liabilities ( 56.6 ) ( 46.8 ) ( 16.3 )

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Payments of debt issuance costs ( 4.1 ) ( 14.9 ) ( 24.3 )

Payment of premium on debt extinguishment — — ( 11.3 )

Proceeds from equity offerings — — 882.9

Payments of equity offering costs — — ( 25.2 )

Distributions to non-controlling interest holders ( 226.0 ) ( 170.5 ) ( 146.1 )

Proceeds (payments) related to ownership transactions with non-controlling interest holders

9.6 8.2 ( 3.4 )

Other financing activities 9.4 ( 12.6 ) ( 12.5 )

Net cash provided by (used in) financing activities 262.0 ( 155.2 ) 42.1

Net increase (decrease) in cash and cash equivalents 73.6 ( 87.0 ) ( 107.0 )

Net cash (used in) provided by financing activities

( 57.3 ) 262.0 ( 155.2 )

Net (decrease) increase in cash and cash equivalents

( 29.6 ) 73.6 ( 87.0 )

Cash and cash equivalents at beginning of period 269.5 195.9 282.9

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The Company estimates its contractual adjustments and implicit price concessions based on contractual agreements, its discount policies and historical experience of cash collections and historical write-offs.

Contractual allowances are recorded at the time of payment and the time of billing for surgical hospitals and ASCs, respectively.

Changes in estimated contractual adjustments and discounts are recorded in the period of change.

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.

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.

Several states utilize supplemental Medicaid reimbursement programs for the purpose of providing reimbursement to providers to increase base rates to the levels that Medicare would have paid for the same service or for payments that offset a portion of the cost of providing care to Medicaid and indigent patients.

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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.

Contractual allowances are recorded at the time of payment and the time of billing for surgical hospitals and ASCs, respectively.

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.

While changes in estimated reimbursement from third-party payors remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on its financial condition or results of operations.

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The Company recognizes that final reimbursement of accounts receivable is subject to final approval by each third-party payor.

However, because the Company has contracts with its third-party payors and also verifies insurance coverage of the patient before medical services are rendered, the amounts that are pending approval from third-party payors are not considered significant.

However, because the Company has contracts with its third-party payors and also verifies insurance coverage of the patient before medical

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

services are rendered, the amounts that are pending approval from third-party payors are not considered significant.

Amounts are classified outside of self-pay if the Company has an agreement with the third-party payor or has verified a patient’s coverage prior to services rendered.

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The Company does not require collateral from self-pay patients.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's 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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$ 1,225.0 $ 800.0 $ 1,237.3 $ 815.0

10.000 % senior unsecured notes due 2027

$ — $ 320.0 $ — $ 321.2

7.250 % senior unsecured notes due 2032

$ 800.0 $ — $ 815.0 $ —

The fair values in the table above were based on Level 2 inputs using quoted prices for identical liabilities in inactive markets.

The carrying amounts related to the Company's other long-term debt obligations, including finance lease obligations, approximate their fair values.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Variable Interest Entities

1 unchanged sentence

The Company has the power to direct the activities that most significantly impact a VIE's economic performance.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Additionally, the Company would absorb the majority of the expected losses from any of these entities should such expected losses occur.

9 unchanged sentences

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures , which requires enhanced disclosures of significant segment expenses.

The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

The Company adopted the amendments in this ASU during the year ended December 31, 2024 on a retrospective basis.

The adoption of this ASU did not have a material impact on the consolidated financial statements and accompanying notes.

For comparative purposes, the Company has reclassified segment disclosures previously reported to conform to current year presentation.

See note 14 for additional information related to the Company's reportable segments.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures , which establishes new requirements for the categorization and disaggregation of information in the rate reconciliation as well as for disaggregation of income taxes paid.

The ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025.

The amendments in this ASU may be applied prospectively or retrospectively to all periods presented and early adoption is permitted.

The Company is planning to adopt in 2025 and there will be no material effect on Note 9.

"Income Taxes."

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of certain income statement line items that contain specified expense categories, such as purchases of inventory, employee compensation, depreciation, amortization, and depletion.

This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures , which established new requirements for the categorization and disaggregation of information in the rate reconciliation as well as for disaggregation of income taxes paid.

The Company adopted and prospectively applied ASU 2023-09 effective January 1, 2025 and there was no material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 22-40):

Disaggregation of Income Statement Expenses, which requires entities to provide enhanced disclosures related to certain expense categories included in income statement captions.

The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement.

The new standard does not change the requirements for the presentation of expenses on the face of the income statement.

The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact this ASU will have on our disclosures.

The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements , which amends certain aspects of the hedge accounting guidance in ASC 815, to more closely align hedge accounting with the economics of an entity’s risk management activities.

The ASU provides guidance on five discrete topics, including a topic pertaining to cash flow hedges.

The ASU is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted and entities must apply the ASU prospectively for all hedging relationships as of the date of adoption.

The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.

Acquisitions, Disposals and Deconsolidations

During the year ended December 31, 2025:

• The Company acquired a controlling interest in 12 surgical facilities, several physician practices and other ancillary businesses for aggregate cash consideration of $ 162.1 million, net of cash acquired, and non-cash consideration of $ 2.3 million, which consisted of a non-controlling interest in one of the Company's existing surgical facilities.

In connection with these acquisitions, the Company preliminarily recognized non-controlling interests of $ 29.9 million and goodwill of $ 186.0 million.

• The Company acquired a non-controlling interest in four surgical facilities for aggregate cash consideration of $ 16.2 million, a portion of which was deferred in accordance with the purchase agreements.

These non-controlling interests were accounted for as equity method investments and recorded as a component of investments in and advances to affiliates in the consolidated balance sheets.

During the year ended December 31, 2024:

• The Company 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, which consisted of a non-controlling interest in one of the Company's existing surgical facilities.

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The cash paid to acquire the management rights is presented as a component of other investing activities on the consolidated statements of cash flows.

During the year ended December 31, 2022:

• The Company acquired a controlling interest in seven surgical facilities, two of which were merged into existing surgical facilities, and a physician practice for aggregate cash consideration of $ 146.4 million, net of cash acquired, non-cash consideration of $ 5.6 million and assumed debt of $ 39.4 million.

The non-cash consideration consisted of a non-controlling interest in two of the Company's existing surgical facilities.

In connection with the acquisitions, the Company preliminarily recognized non-controlling interests of $ 89.1 million and goodwill of $ 271.7 million.

• The Company acquired a non-controlling interest in seven surgical facilities and seven in-development de novo surgical facilities for aggregate cash consideration of $ 95.1 million.

The non-controlling interests were accounted for as equity method investments and recorded as a component of investments in and advances to affiliates in the accompanying consolidated balance sheets.

Disposals and Deconsolidations

During the year ended December 31, 2025:

• The Company sold or otherwise disposed of its non-controlling interests in three surgical facilities, which were previously accounted for as an equity method investment, for cash proceeds of $ 2.6 million.

• The Company sold its controlling interests in three surgical facilities and one physician practice for aggregate net cash proceeds of $ 42.4 million.

In connection with the transactions, the Company recognized a pre-tax net gain of $ 7.8 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying consolidated statements of operations for the year ended December 31, 2025.

• The Company sold a portion of its interests in two surgical facilities for net cash proceeds of $ 4.1 million.

As a result of these transactions, the Company no longer controlled the previously controlled surgical facilities but retained non-controlling interests, resulting in the deconsolidation of the previously consolidated entities.

These transactions resulted in a pre-tax net gain on deconsolidation of $ 10.7 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying consolidated statements of operations for the year ended December 31, 2025.

The net gain was determined based on the difference between the net cash proceeds plus the fair value of the Company’s retained interests in the entity and the carrying values of both the tangible and intangible assets and liabilities of the entity immediately prior to the transaction.

During the year ended December 31, 2024:

• The Company sold or otherwise disposed of its non-controlling interests in three surgical facilities, which were previously accounted for as a equity method investments, for cash proceeds of $ 2.6 million.

In connection with these transactions, the Company recognized a pre-tax loss of $ 9.5 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying consolidated statements of operations for the year ended December 31, 2024.

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In connection with the transactions, the Company recognized a pre-tax net loss of $ 14.6 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying consolidated statements of operations for the year ended December 31, 2024.

• The Company recognized a pre-tax loss of $ 10.0 million related to an equity investment previously held at cost, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying consolidated statements of operations for the year ended December 31, 2024.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2023:

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In connection with these transactions, the Company recognized a pre-tax loss of $ 13.7 million included in net loss on disposals, consolidations and deconsolidations in the consolidated statements of operations for the year ended December 31, 2023.

During the year ended December 31, 2022:

• The Company sold its interests in two surgical facilities, one of which was previously accounted for as an equity method investment, for net cash proceeds of $ 25.7 million.

In connection with the sales, the Company recognized a pre-tax loss of $ 4.5 million included in net loss on disposals, consolidations and deconsolidations in the consolidated statements of operations for the year ended December 31, 2022.

• The Company contributed its interests in two surgical facilities as non-cash consideration for non-controlling interests in two new separate entities.

As a result of these transactions, the Company lost control of the previously controlled surgical facilities but retains a non-controlling interest in each, resulting in the deconsolidation of the previously consolidated entities.

The remaining non-controlling interests were accounted for as equity method investments, and initially measured and recorded at fair value as of the dates of the transactions.

The fair value measurement utilizes Level 3 inputs, which includes unobservable data, to measure the fair value of the retained non-controlling interests.

The fair value determination was based on a combination of multiple valuation methods, which included discounted cash flow and market value approach, which incorporates estimates of future earnings and market valuation multiples for certain guideline companies.

The fair value of the investments of $ 9.8 million was recorded as a component of investments in and advances to affiliates in the accompanying consolidated balance sheets.

Further, based on the valuation, the transactions resulted in a pretax net loss on deconsolidations of $ 5.6 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying consolidated statements of operations for the year ended December 31, 2022.

The net loss was determined based on the difference between the fair value of the Company's retained interests in the entities and the carrying values of both the tangible and intangible assets of the entities immediately prior to the transactions.

Property and Equipment

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Property and equipment, net $ 1,153.4 $ 1,088.3

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Depreciation expense was $ 170.2 million, $ 144.8 million and $ 112.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

6 unchanged sentences

To determine the fair value of the reporting units, the Company obtained valuations at the reporting unit level prepared by third-party valuation specialists which typically utilizes a combination of the income and market approaches.

Based on the Company's annual goodwill impairment assessment performed as of the October 1, 2024, it was determined that the estimated fair values of the reporting units were substantially in excess of their carrying values.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Based on the Company's annual goodwill impairment assessment performed as of October 1, 2025, it was determined that the estimated fair values of the reporting units were substantially in excess of their carrying values.

A detailed evaluation of potential impairment indicators was performed, which specifically considered changes in interest rates, inflation risk and market volatility.

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Non-compete agreements and management rights agreements are amortized into depreciation and amortization expense in the consolidated statements of operations over the service lives of the agreements, typically ranging from two to five years for non-compete agreements and 15 years for the management rights agreements.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the components of intangible assets follows (in millions):

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Amortization expense for intangible assets was $ 6.1 million, $ 8.7 million and $ 7.6 million for of the years ended December 31, 2025, 2024 and 2023, respectively.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total estimated amortization expense for the next five years and thereafter related to intangible assets follows (in millions):

6 unchanged sentences

7.250 % senior unsecured notes due 2032

10.000 % senior unsecured notes due 2027

7.250 % senior unsecured notes due 2032

1,225.0 800.0

Notes payable and other secured loans 199.3 224.4

8 unchanged sentences

Subject to certain conditions and requirements set forth in the Credit Agreement, the Company may request one or more additional incremental term loan facilities or one or more increases in the commitments under the Revolver.

In connection with entering the Credit Facilities, the Company terminated the then-existing senior secured credit facilities, originally dated as of August 31, 2017 and, as amended thereafter (the "2017 Credit Agreement").

Proceeds from the 2023 Term Loan were used to

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

repay in full the amounts previously outstanding under the 2017 Credit Agreement and pay fees and expenses in connection with the Credit Facilities.

The Term Loan matures on December 19, 2030.

Prior to the Amendment, as defined below, the Term Loan bore interest at a rate per annum equal to (x) the forward-looking term rate based on Secured Overnight Financing Rate (“Term SOFR”) plus 3.50 % per annum or (y) an alternate base rate (which will be the highest of (i) the prime rate plus, (ii) 0.50 % per annum above the federal funds effective rate and (iii) Term SOFR plus 1.00 % per annum, subject to a 1.00 % floor) (the “Base Rate”) plus 2.50 % per annum.

Prior to the First Amendment and Second Amendment, as defined below, the Term Loan bore interest at a rate per annum equal to (x) the forward-looking term rate based on Secured Overnight Financing Rate (“Term SOFR”) plus 3.50 % per annum or (y) an alternate base rate (which will be the highest of (i) the prime rate plus, (ii) 0.50 % per annum above the federal funds effective rate and (iii) Term SOFR plus 1.00 % per annum, subject to a 1.00 % floor) (the “Base Rate”) plus 2.50 % per annum.

The Term Loan amortizes in equal quarterly installments of 0.25 % of the aggregate original principal amount outstanding on the Term Loan, which commenced on the last business day of the fiscal quarter ending June 30, 2024.

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As of December 31, 2025, the Company's availability on the Revolver was $ 692.8 million (including outstanding letters of credit of $ 11.0 million).

With respect to the Revolver, the Company is required to comply with a maximum first lien net leverage ratio of 5.00 :1.00, which covenant will be tested quarterly on a trailing four quarter basis only if, as of the last day of the applicable fiscal quarter the Revolver is drawn in an aggregate amount greater than 40 % of the total commitments under the Revolver.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

drawn in an aggregate amount greater than 40 % of the total commitments under the Revolver.

Such financial maintenance covenant is subject to an equity cure.

6 unchanged sentences

The loss includes the partial write-off of unamortized debt issuance costs and discounts related to the prior existing term loans, and a portion of debt issuance costs incurred with entering the Credit Facilities.

Prior to the Credit Facilities, the 2017 Credit Agreement provided for a $ 1.545 billion senior secured term loan (the "2017 Term Loan") and a $ 350.0 million senior secured revolving credit facility.

During 2022, the Company made a voluntary prepayment of $ 150.0 million without premium or penalty.

In connection with prepayment, the Company wrote-off a portion of unamortized debt issuance costs and discounts, resulting in a debt extinguishment loss of $ 1.0 million, included in loss on debt extinguishment in the accompanying consolidated statements of operations.

Debt issuance costs related to a recognized debt liability are presented on the consolidated balance sheets as a direct reduction from the carrying value of the debt liability and amortized to interest expense using the effective interest method over the lives of the related debt agreements.

First Amendment to Credit Agreement

On June 20, 2024, the Company entered into a first amendment (the "Amendment") to its Credit Agreement, which replaced or refinanced in full all the existing term loans outstanding under the Credit Agreement (as in effect immediately prior to the Amendment) (the "2024 Refinancing Term Loans").

On June 20, 2024, the Company entered into a first amendment (the "First Amendment") to its Credit Agreement, which replaced or refinanced in full all the existing term loans outstanding under the Credit Agreement (as in effect immediately prior to the First Amendment) (the "2024 Refinancing Term Loans").

The 2024 Refinancing Term Loans mature on December 19, 2030.

1 unchanged sentence

The 2024 Refinancing Term Loans amortize in equal quarterly installments of 0.25 % of the aggregate original principal amount of the 2024 Refinancing Term Loans.

Voluntary prepayments of the 2024 Refinancing Term Loans are permitted, in whole or in part, with prior notice, without premium or penalty (except a 1.00 % call premium in the case of certain repricing events occurring prior to the sixth month anniversary of the effective date of the Amendment).

In connection with the First Amendment, the Company recorded debt issuance costs and discount of $ 2.4 million, and a debt extinguishment loss of $ 2.3 million, which is included in loss on debt extinguishment in the accompanying consolidated statements of operations for the year ended December 31, 2024.

The loss on debt extinguishment includes the partial write-off of unamortized debt issuance costs and discounts.

Second Amendment to Credit Agreement

On August 13, 2025, the Company entered into a second amendment (the "Second Amendment") to its Credit Agreement, which amends the Credit Agreement, dated as of December 19, 2023, and amended on June 20, 2024.

The Second Amendment provides for a new tranche of term loans under the Credit Agreement in an aggregate principal amount of $ 1,383 million (the “2025 Refinancing Term Loans”), which 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 (ii) 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.

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.

The 2025 Refinancing Loans shall bear interest at a rate per annum equal to (x) the forward-looking term rate based on Term 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 (such amortization payments will commenced on the last business day of the fiscal quarter ending September 30, 2025).

Voluntary prepayments of the 2025 Refinancing Term Loans are permitted, in whole or in part, with prior notice, without premium or penalty (except a 1.00 % call premium in the case of certain repricing events occurring prior to the sixth month anniversary of the Second Amendment Effective Date).

In connection with the Second Amendment, the Company recorded debt issuance costs and discount of $ 1.6 million, and a debt extinguishment loss of $ 1.3 million which is included in loss on debt extinguishment in the accompanying consolidated statements of operations for the year ended December 31, 2025.

The loss on debt extinguishment includes the partial write-off of unamortized debt issuance costs and discounts.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the Amendment, the Company recorded debt issuance costs and discount of $ 2.4 million, and a debt extinguishment loss of $ 2.3 million, which is included in loss on debt extinguishment in the accompanying consolidated statements of operations for the year ended December 31, 2024.

The loss on debt extinguishment includes the partial write-off of unamortized debt issuance costs and discounts.

7.250 % Senior Unsecured Notes Due 2032

4 unchanged sentences

In connection with this financing transaction, the Company recorded debt issuance costs and discount of $ 12.5 million, and a debt extinguishment loss of $ 2.8 million, which is included in loss on debt extinguishment in the accompanying consolidated statements of operations for the year ended December 31, 2024.

On December 16, 2025, the Company 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 cost.

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.

In connection with the notes issuance, the Company recorded debt issuance costs, net of issuance premiums of $ 2.5 million.

Proceeds from the sale of the $ 425.0 million 2032 Notes were used to (i) repay outstanding borrowings under the Revolver, (ii) pay fees and expenses incurred in connection with the offering of the 2032 Notes and (iii) for general corporate purposes, including potential future acquisitions.

Certain of the Company’s subsidiaries have outstanding indebtedness under notes payable and other secured loans, which is collateralized by the real estate and equipment owned by the surgical facilities to which the loans were made, and right-of-use finance lease obligations for which the Company is liable to various vendors for several property and equipment leases classified as finance leases.

17 unchanged sentences

Certain leases also include options to purchase the leased property.

The useful life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The majority of the

The useful life of assets and leasehold improvements are limited

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company's medical equipment leases have a bargain purchase option that is reasonably certain of exercise, so these assets are depreciated over their useful life.

by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The majority of the Company's medical equipment leases have a bargain purchase option that is reasonably certain of exercise, so these assets are depreciated over their useful life.

The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants.

The Company also elected the accounting policy practical expedient to exclude leases with an initial term of twelve months or less from the balance sheet.

Certain of the Company's lease agreements require the Company to pay common area maintenance, repairs, property taxes and insurance costs, which are variable amounts based on actual costs incurred during each applicable period.

63 unchanged sentences

Description Effective Date Notional Amount (in millions) Status Notional Amount (in millions) Status Maturity Date

Pay-fixed swap May 7, 2021 $ 435.0 Active $ 435.0 Active March 31, 2025

Pay-fixed swap May 7, 2021 330.0 Active 330.0 Active March 31, 2025

Pay-fixed swap May 7, 2021 435.0 Active 435.0 Active March 31, 2025

Interest rate cap September 30, 2021 143.6 Active 151.4 Active March 31, 2025

Interest rate cap September 30, 2021 8.2 Active 8.7 Active March 31, 2025

Deferred premium cap March 31, 2025 396.0 Active — N/A December 31, 2028

Deferred premium cap March 31, 2025 198.0 Active — N/A December 31, 2028

Deferred premium cap March 31, 2025 396.0 Active — N/A December 31, 2028

Deferred premium cap March 31, 2025 198.0 Active — N/A December 31, 2028

Pay-fixed swap May 7, 2021 $ — Matured $ 435.0 Active March 31, 2025

Pay-fixed swap May 7, 2021 — Matured 330.0 Active March 31, 2025

Pay-fixed swap May 7, 2021 — Matured 435.0 Active March 31, 2025

Interest rate cap September 30, 2021 — Matured 143.6 Active March 31, 2025

Interest rate cap September 30, 2021 — Matured 8.2 Active March 31, 2025

Deferred premium cap March 31, 2025 393.0 Active 396.0 Active December 31, 2028

Deferred premium cap March 31, 2025 196.5 Active 198.0 Active December 31, 2028

Deferred premium cap March 31, 2025 393.0 Active 396.0 Active December 31, 2028

Deferred premium cap March 31, 2025 196.5 Active 198.0 Active December 31, 2028

$ 1,375.5 $ 2,737.8

As of December 31, 2024, the Company had three interest rate swaps with a total net notional amount of $ 1.2 billion.

The interest rate swaps are pay-fixed, receive 1-Month SOFR (subject to a minimum of 0.75 %) designated in cash flow hedging relationships and have a termination date of March 31, 2025.

As of December 31, 2024, the Company had two interest rate caps designated in cash flow hedging relationships with a total notional amount of $ 151.8 million.

The interest rate caps each have a termination date of March 31, 2025.

During the year ended December 31, 2023, the Company partially terminated a previously undesignated portion of one of its interest rate caps.

In connection with the termination, the Company received $ 8.6 million, which is included as a component of operating activities in the consolidated statements of cash flows for the year ended December 31, 2023.

On April 9, 2024, the Company entered into five deferred premium interest rate cap agreements, each with an effective date of March 31, 2025.

The Company had three interest rate swaps designated in cash flow hedging relationships, which matured on March 31, 2025.

Prior to maturity, the interest rate swaps had a total notional amount of $ 1.2 billion and were pay-fixed, received 1-Month SOFR (subject to a minimum of 0.75 %).

The Company had two interest rate caps designated in cash flow hedging relationships, which matured on March 31, 2025.

Prior to maturity, the interest caps had a total notional amount of $ 151.8 million.

Effective March 31, 2025, the Company had five deferred premium interest rate cap agreements.

The deferred premium interest rate caps are designated in cash flow hedging relationships with a total notional amount of $ 1.4 billion.

The deferred premium interest rate caps each have a termination date of December 31, 2028.

These financial instruments are designed to limit the Company's interest rate exposure on its term loan concurrent with the expected maturity of positions held as of December 31, 2024.

As of December 31, 2024, the Company's deferred premium interest rate caps had a total notional amount of $ 1.4 billion.

The pay-fixed, receive floating interest rate swaps did not meet the requirements to be considered derivatives in their entirety as a result of the financing component.

Accordingly, the swaps are considered hybrid instruments, consisting of a financing element treated as a debt instrument and an embedded at-market derivative that was designated as a cash flow hedge.

Within the Company’s consolidated balance sheets, the financing elements treated as debt instruments described above are carried at amortized cost and the embedded at-market derivatives are recorded at fair value.

The cash flows related to the portion treated as debt are classified as financing activities in the consolidated statements of cash flows while the portion treated as an at-market derivative are classified as operating activities.

These financial instruments are designed to limit the Company's interest rate exposure on its term loan concurrent with the positions that matured on March 31, 2025.

Prior to maturity, the pay-fixed, receive floating interest rate swaps did not meet the requirements to be considered derivatives in their entirety as a result of the financing component.

Accordingly, the swaps were considered hybrid instruments, consisting of a financing element treated as a debt instrument and an embedded at-market derivative that was designated as a cash flow hedge.

Within the Company’s consolidated balance sheets, the financing elements treated as debt instruments were carried at amortized cost and the embedded at-market derivatives were recorded at fair value.

The fair value was determined using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy.

The cash flows related to the portion treated as debt are classified as financing activities in the consolidated statements of cash flows while the portions that were treated as an at-market derivative are classified as operating activities.

Within the Company’s consolidated balance sheets, the interest rate caps are recorded at fair value.

The cash flows related to the interest rate caps are classified as operating activities in the consolidated statements of cash flows.

The Company's interest rate swap agreements, excluding the portion treated as debt, are recognized at fair value in the consolidated balance sheets and are valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy.

The fair value of the interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps.

3 unchanged sentences

Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

Over the next 12 months, the Company estimates that an additional $ 6.7 million will be reclassified as a decrease to interest expense.

Over the next 12 months, the Company estimates that an additional $ 5.5 million will be reclassified as an increase to interest expense.

SURGERY PARTNERS, INC.

10 unchanged sentences

Total $ — $ 13.8 $ 10.8 $ 9.6

(1) Amounts were included in other current assets and other long-term assets on the consolidated balance sheets as of December 31, 2024 and December 31, 2023, respectively.

(2) Amounts were included in other long-term liabilities on the consolidated balance sheets as of December 31, 2024.

(3) Amounts were included in other current liabilities and other long-term liabilities on the consolidated balance sheets as of December 31, 2024 and December 31, 2023, respectively.

(1) Amounts were included in other current assets on the consolidated balance sheets as of December 31, 2024.

(2) Amounts were included in other long-term liabilities on the consolidated balance sheets as of December 31, 2025 and December 31, 2024.

(3) Amounts were included in other current liabilities on the consolidated balance sheets as of December 31, 2024.

(4) Amounts related to the financing component of the pay-fixed interest rate swaps.

4 unchanged sentences

Loss recognized in income Other income, net $ — $ — $ 0.6

Gain reclassified from accumulated OCI into income (1)

Other income, net $ — $ — $ ( 7.5 )

Derivatives in cash flow hedging relationships

Gain (loss) recognized in OCI (effective portion) $ 4.3 $ 16.0 $ 104.9

(Loss) gain recognized in OCI (effective portion) $ ( 11.9 ) $ 4.3 $ 16.0

Gain reclassified from accumulated OCI into income (effective portion) (1)

Interest expense, net ( 6.7 ) ( 57.0 ) ( 34.7 )

(1) Gain reclassified from accumulated OCI upon de-designation of a portion of one of the Company's interest rate caps.

(2) Includes amortization of accumulated OCI related to de-designated and terminated interest rate swaps of $ 19.6 million and $ 21.4 million for the years ended December 31, 2023 and 2022, respectively.

There were no corresponding amounts for the year ended December 31, 2024.

(1) Includes amortization of accumulated OCI related to de-designated and terminated interest rate swaps of $ 19.6 million for the year ended December 31, 2023.

There were no corresponding amounts for the years ended December 31 2025 and 2024.

SURGERY PARTNERS, INC.

18 unchanged sentences

(1) The impact of potentially dilutive securities for all periods was not considered because the effect would be anti-dilutive.

Public Offerings

On November 21, 2022, the Company effected a public offering of 23,469,388 shares (the “November 2022 Firm Shares”) of the Company’s common stock, $ 0.01 par value per share, at a price to the public of $ 24.50 per share.

In addition, the Company granted the underwriters an option to purchase up to an additional 3,520,408 shares of common stock and undertook a concurrent private placement to sell up to 9,183,673 shares of common stock at the same price per share as the November 2022 Firm Shares.

On November 23, 2022, the Company completed the public offering pursuant to which the Company sold 26,854,796 shares of common stock (including the November 2022 Firm Shares and 3,385,408 of the option shares), resulting in gross proceeds of $ 657.9 million.

In connection with the offering, the Company incurred underwriting discounts, commissions and other related costs of $ 23.0 million, which were recognized as a direct reduction of proceeds received.

On December 22, 2022, the Company completed the private placement pursuant to which the Company sold 9,183,673 shares of common stock, resulting in additional gross proceeds of $ 225.0 million.

Share Repurchase Authorization

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The authorization does not obligate the Company to repurchase any shares, and the Company does not intend to make further repurchases.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 26, 2026, our Board of Directors authorized a share repurchase program of up to $ 200.0 million.

The share repurchase program authorized on February 26, 2026 replaced the previous program.

Income tax expense (benefit) is comprised of the following (in millions):

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$ 18.0 $ 134.6 $ ( 0.3 )

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the provision for income taxes as reported in the consolidated statements of operations and the amount of income tax expense (benefit) computed by multiplying consolidated income (loss) in each year by the U.S.

federal statutory rate of 21% follows (in millions).

The reconciling item of $ 43.0 million reverses the earnings attributable to the non-controlling interest as the Company is not responsible for the tax associated with those earnings.

State taxes in Texas and Tennessee for 2025 made up the majority (greater than 50%) of the tax effect in this category.

As of December 31, 2025 and December 31, 2024, the Company was in a cumulative three-year pre-tax loss position, which was considered significant negative evidence that could not be overcome by objective and verifiable positive evidence.

Based on the weight of available evidence, the Company concluded that it was more likely than not that a portion of its net deferred tax assets will not be realized.

Therefore, in accordance with ASC 740-10-30, the Company recorded a full valuation allowance, net of future reversing deferred tax liabilities, on its deferred tax assets to reflect the net realizable value as of the balance sheet dates.

Below is tabular rate reconciliation pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025:

Year Ended December 31, 2025

Tax expense at U.S.

federal statutory rate

$ 24.5 21.0 %

State income tax, net of U.S.

federal tax benefit 6.3 5.4 %

Change in federal valuation allowance 18.1 15.5 %

Net income attributable to non-controlling interests ( 43.0 ) ( 36.8 ) %

Stock option compensation ( 2.7 ) ( 2.3 ) %

Non-deductible compensation

Differences related to divested facilities 1.9 1.6 %

Other permanent items

Tax return reconciling differences 7.5 6.4 %

Other 0.3 0.3 %

Total income tax expense (benefit)

$ 18.0 15.4 %

Below is a reconciliation of the statutory federal income tax expense and the Company's total income tax expense for the years ended December 31, 2024 and 2023:

Tax expense at U.S.

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Tax return reconciling differences 8.0 ( 1.0 )

Change in effective tax rate — — ( 0.5 )

Tax receivable agreement liability

Other ( 0.2 ) ( 0.4 )

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Capital loss carryforwards — 3.3

Deferred financing costs — 3.3

Section 163(j) interest 229.4 191.6

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Deferred financing costs

( 4.7 ) ( 5.3 )

Amortization of intangible assets ( 4.3 ) ( 3.1 )

Interest rate derivative asset — ( 2.9 )

Accrued vacation and incentive compensation

Other deferred liabilities ( 3.0 ) ( 2.0 )

Total deferred tax liabilities ( 175.7 ) ( 158.1 )

Net deferred tax (liabilities) assets

Net deferred tax liabilities

$ ( 53.4 ) $ ( 39.2 )

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The Company recorded a valuation allowance against deferred tax assets at December 31, 2025 and 2024 totaling $ 317.9 million and $ 284.7 million, respectively, which represents an increase of $ 33.2 million.

As of December 31, 2024, the Company was in a cumulative three-year pre-tax loss position and primarily due to this negative factor increased its valuation allowance during the year ended December 31, 2024.

The increase relates to recording valuation allowance on Section 163(j) interest carry-forward generated during 2025.

The Company, or one or more of its subsidiaries, files income tax returns in the U.S.

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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.

The Company paid state income taxes of $ 1.0 million to Texas for the year ended December 31, 2025.

SURGERY PARTNERS, INC.

1 unchanged sentence

A reconciliation of the beginning and ending liability for gross unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 is as follows (in millions):

2025 2024 2023

Unrecognized tax benefits at beginning of year $ — $ — $ 0.1

8 unchanged sentences

Equity-Based Compensation

Equity-based awards are granted pursuant to the Surgery Partners, Inc.

On June 10, 2025, the Company's stockholders approved the Surgery Partners, Inc.

2025 Omnibus Incentive Plan ("2025 Omnibus Incentive Plan"), which replaced the Surgery Partners, Inc.

2015 Omnibus Incentive Plan, as amended and restated effective January 1, 2020 ("2015 Omnibus Incentive Plan").

Under this plan, the Company can grant stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, performance awards, cash awards and other awards convertible into or otherwise based on shares of its common stock.

Under the 2025 Omnibus Incentive Plan, the Company can grant stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, performance awards, cash awards and other awards convertible into or otherwise based on shares of its common stock.

As of December 31, 2025, 5,000,000 shares were authorized to be granted under the 2025 Omnibus Incentive Plan and 4,822,458 were available for future equity grants.

Following approval of the 2025 Omnibus Incentive Plan, no further awards can be granted under the 2015 Omnibus Incentive Plan.

However, awards granted prior to June 10, 2025 remain outstanding and continue to vest in accordance with their original terms.

Shares subject to awards outstanding under the 2015 Omnibus Incentive Plan that are forfeited or expire are not available for reissuance.

The terms of equity-based awards, including vesting conditions, are determined by the Compensation Committee and set forth in the applicable award agreements at the time of issuance.

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Restricted and Performance Share-Based Awards

During the years ended December 31, 2024 and 2023, the Company granted restricted stock awards ("RSAs") of 410,057 and 505,787 , respectively, to certain officers, employees and non-employee directors in accordance with the 2015 Omnibus Incentive Plan.

During the years ended December 31, 2025 and 2024, the Company granted restricted stock awards ("RSAs") of 756,804 and 410,057 , respectively, to certain officers, employees and non-employee directors.

In general, RSAs vest ratably over a one to three-year service period, contingent upon continued employment or service to the Company.

During the years ended December 31, 2025 and 2024, the Company granted performance-based restricted stock units ("PSUs") of 750,335 and 399,745 , respectively, which were subject to the achievement of various performance conditions.

The performance period for these PSUs is generally one year from the date of grant, with ratable vesting continuing for two years from the earned date or three years after the the date of grant with a one-time cliff vesting.

The performance period for these PSUs is generally one year from the date of grant, with ratable vesting continuing for three years after the date of grant or a one-time cliff vesting.

In addition to the achievement of the performance conditions, these PSUs are generally subject to the continuing service of the employee over the vesting periods.

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No stock options were granted during the years ended December 31, 2025, 2024 and 2023.

Options to purchase shares are granted with an exercise price equal to the fair market value of the Company’s common stock on the grant date.

Options to purchase shares are granted with an exercise price equal to the fair value of the Company’s common stock on the grant date.

All of the outstanding stock options were exercisable as of December 31, 2025.

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Stock Appreciation Rights

As of December 31, 2024, there were 200,000 stock-settled stock appreciation right awards (the "SAR Awards") outstanding.

During the year ended December 31, 2025, 200,000 stock-settled stock appreciation right awards (the "SAR Awards") were exercised.

These SAR Awards were granted on December 16, 2018.

These were the only SAR Awards granted as of December 31, 2024.

The SAR Awards have an exercise price of $ 12.90 , and a remaining contractual term of 3.0 years.

The SAR Awards had an exercise price of $ 12.90 .

Fifty percent ( 50 %) of the SAR Awards vested in five equal annual installments on each of the first five anniversaries of the date of grant, generally subject to continued employment on each vesting date.

Twenty-five percent ( 25 %) of the award vested based on satisfaction of the time condition and the achievement by the Company of an average closing price of a share of Common Stock on the Nasdaq Stock Market of $ 25.00 over a period of sixty ( 60 ) consecutive trading days, and twenty-five percent ( 25 %) of the award vested based on satisfaction of the time condition and the achievement by the Company of an average closing price of a share of Common Stock on the Nasdaq Stock Market of $ 35.00 over a period of sixty ( 60 ) consecutive

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

trading days, in each case, generally subject to continued employment on each vesting date.

All of the outstanding SAR Awards were exercisable as of December 31, 2024.

a period of sixty ( 60 ) consecutive trading days, in each case, generally subject to continued employment on each vesting date.

As of December 31, 2025, there were no SAR Awards outstanding.

Other information pertaining to equity-based compensation

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A summary of other current liabilities was as follows (in millions):

2024 December 31, 2023

December 31, 2025 December 31, 2024

Right-of-use operating lease liabilities $ 42.7 $ 41.0

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We have filed a claim with the insurance carrier related to this incident.

Insurance recoveries of $ 6.5 million were recognized during the year ended December 31, 2024 with no comparable activity in the prior year.

Insurance recoveries of $ 6.5 million were recognized during each of the years ended December 31, 2024 and December 31, 2025.

SURGERY PARTNERS, INC.

6 unchanged sentences

From time to time, governmental regulatory agencies will conduct inquiries of the Company's practices, including, but not limited to, the Company's compliance with federal and state fraud and abuse laws, billing practices and relationships with physicians.

Stockholder Litigation

On December 4, 2017, a purported Company stockholder filed an action in the Delaware Court of Chancery (the "Delaware Action").

That action is captioned Witmer v.

Capital, L.L.C., et al., C.A.

The plaintiff in the Delaware Action asserted claims against (i) certain current and former members of the Company’s Board of Directors (together, the "Directors");

Capital, LLC and certain of its affiliates (collectively, "H.I.G.");

and (iii) Bain Capital Private Equity, L.P.

and certain of its affiliates (collectively, "Bain Capital" and, together with the Directors and H.I.G., the "Defendants").

The parties to the Delaware Action negotiated a final stipulation of

settlement (the “Settlement Stipulation”), which governs the terms of the settlement of the Delaware Action, and which they filed with the Court of Chancery on November 22, 2021.

On February 11, 2022, the Court of Chancery approved the settlement of the Delaware Action as memorialized in the Settlement Stipulation.

That decision became final and non-appealable on March 14, 2022.

The case is now closed.

Pursuant to the settlement, the Company received $ 32.8 million in March 2022, which was included in litigation settlements in the consolidated statements of operations for the year ended December 31, 2022.

Acquired Facilities

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Segment Reporting

Segment information is prepared on the same basis that our CEO, who is our Chief Operating Decision Maker ("CODM"), manages our segments, evaluates financial results, and makes key operating decisions.

Segment information is prepared on the same basis that our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), manages our segments, evaluates financial results, and makes key operating decisions.

We have one reportable segment:

3 unchanged sentences

The "All other" line item primarily consists of amounts attributable to the Company's corporate general and administrative functions.

The Company defines its segment on the basis of the way in which its internally reported financial information is regularly reviewed by the CODM to assess performance and allocate resources.

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2024, the operating segment previously defined as "Ancillary services" was included with Surgical Facilities based on changes in the operational management of our multi-specialty physician practices.

Accordingly, the Company has reclassified segment disclosures previously reported to conform to current year presentation.

The Company defines its segments on the basis of the way in which its internally reported financial information is regularly reviewed by the CODM to assess performance and allocate resources.

During the years ended December 31, 2025 and 2024, the operating segment previously defined as "Ancillary services" was included with Surgical Facilities based on changes in the operational management of our multi-specialty physician practices.

The Company’s CODM uses Adjusted EBITDA to assess performance and allocate resources.

1 unchanged sentence

The following segment information, including significant segment expenses, is presented in millions:

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

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Lease expense 87.9 89.5 84.9

Equity in earnings of unconsolidated affiliates ( 19.5 ) ( 14.2 ) ( 12.5 )

Net income attributable to non-controlling interests 180.6 147.2 141.6

Other segment expense, net 176.2 155.5 140.6

Other segment items (1)

340.2 337.3 288.5

2,682.5 2,504.3 2,209.0

Adjusted Surgical Facilities EBITDA $ 626.2 $ 610.0 $ 534.3

1 unchanged sentence

Net income attributable to non-controlling interests ( 176.8 ) ( 180.6 ) ( 147.2 )

Corporate and other unallocated expenses (1)

289.2 235.4 143.5

Unallocated amounts:

General and administrative expenses 118.2 138.7 120.9

Transaction and integration costs 73.9 100.1 61.7

Other corporate expenses 45.4 50.4 52.8

Depreciation and amortization 176.0 152.6 118.1

1 unchanged sentence

Income before income taxes $ 116.9 $ 147.1 $ 135.0

(1) Corporate and other unallocated expenses represent corporate overhead expenses that have not been allocated to any segment for reporting purposes including general and administrative expenses, transaction and integration costs, net loss on disposals, consolidations and deconsolidations, litigation settlements, and loss on debt extinguishment.

(1) Other segment items includes equity in earnings of unconsolidated affiliates, net income attributable to non-controlling interests and other expenses, net.

Year Ended December 31,

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Total depreciation and amortization expense $ 176.0 $ 152.6 $ 118.1

2024 December 31, 2023

December 31, 2025 December 31, 2024

Surgical Facilities

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Total assets $ 8,119.7 $ 7,890.0

SURGERY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

5 unchanged sentences

Total cash purchases of property and equipment $ 78.7 $ 90.4 $ 88.8

Subsequent Events

On January 28, 2025, the Company issued a press release confirming the receipt of an unsolicited and non-binding proposal on January 27, 2025, from Bain Capital Private Equity, LP ("Bain Capital"), to acquire all of the outstanding shares of common stock of the Company not already owned by Bain Capital for a cash consideration of $ 25.75 per share.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Director March 2, 2026

/s/ Patricia A.

Maryland, Dr.PH

Director March 6, 2025

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.

What changed 10-K

Item 9A. Controls and Procedures