What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-05 · 120 added, 80 removed, 472 unchanged (30% of the section changed)

3 unchanged sentences

(Dollars in millions, except per share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

46 unchanged sentences

shares in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 848.9 $ 826.2 $ 1,659.8 $ 1,602.2

9 unchanged sentences

Transaction and integration costs 18.4 18.1 34.0 42.8

Net loss on disposals, consolidations and deconsolidations

Net (gain) loss on disposals, consolidations and deconsolidations 2.4 ( 3.0 ) 6.7 3.4

Equity in earnings of unconsolidated affiliates ( 6.4 ) ( 5.5 ) ( 10.5 ) ( 11.1 )

1 unchanged sentence

Other income, net ( 1.9 ) ( 2.1 ) ( 3.6 ) ( 2.1 )

746.8 714.5 1,491.9 1,428.6

Operating income 102.1 111.7 167.9 173.6

3 unchanged sentences

Income tax (expense) benefit

( 2.6 ) 1.1 ( 1.4 ) 1.1

Net income (loss)

3 unchanged sentences

$ ( 15.0 ) $ ( 2.5 ) $ ( 50.9 ) $ ( 40.2 )

Net loss per share attributable to common stockholders:

Net income (loss) per share attributable to common stockholders:

Basic $ ( 0.12 ) $ ( 0.02 ) $ ( 0.40 ) $ ( 0.32 )

8 unchanged sentences

(Unaudited, dollars in millions)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss)

2 unchanged sentences

Derivative activity, net of tax of $ 0

1.6 ( 1.5 ) 4.9 ( 18.1 )

Comprehensive income (loss)

31.3 43.4 32.5 26.5

Comprehensive income attributable to non-controlling interests ( 44.7 ) ( 47.4 ) ( 78.5 ) ( 84.8 )

18 unchanged sentences

Balance as of March 31, 2026 130,797 $ 1.3 $ 2,548.3 $ ( 10.5 ) $ ( 851.1 ) $ 1,409.9 $ 3,097.9

Net income (loss) — — — — ( 15.0 ) 43.5 28.5

Equity-based compensation 89 — 3.8 — — — 3.8

Other comprehensive income (loss) — — — 1.6 — — 1.6

Acquisition and disposal of shares of non-controlling interests, net — — ( 7.7 ) — — 14.7 7.0

Distributions to non-controlling interests—non-redeemable holders — — — — — ( 37.1 ) ( 37.1 )

Balance as of June 30, 2026 130,886 $ 1.3 $ 2,544.4 $ ( 8.9 ) $ ( 866.1 ) $ 1,431.0 $ 3,101.7

Balance as of December 31, 2024 127,109 $ 1.3 $ 2,520.9 $ 4.8 $ ( 737.3 ) $ 1,406.7 $ 3,196.4

7 unchanged sentences

Balance as of March 31, 2025 128,193 $ 1.3 $ 2,525.9 $ ( 11.8 ) $ ( 775.0 ) $ 1,415.6 $ 3,156.0

Net income (loss) — — — — ( 2.5 ) 43.2 40.7

Equity-based compensation 17 — 6.8 — — — 6.8

Other comprehensive income (loss) — — — ( 1.5 ) — — ( 1.5 )

Acquisition and disposal of shares of non-controlling interests, net — — 5.1 — — ( 6.0 ) ( 0.9 )

Distributions to non-controlling interests—non-redeemable holders — — — — — ( 44.6 ) ( 44.6 )

Balance as of June 30, 2025 128,210 $ 1.3 $ 2,537.8 $ ( 13.3 ) $ ( 777.5 ) $ 1,408.2 $ 3,156.5

See notes to unaudited condensed consolidated financial statements.

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Open]

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, dollars in millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

45 unchanged sentences

and its subsidiaries are referred to herein as "Surgery Partners," "we," "us," "our" or the "Company."

As of March 31, 2026, the Company owned or operated a portfolio of 180 surgical facilities, comprised of 161 ASCs and 19 surgical hospitals in 30 states.

As of June 30, 2026, the Company owned or operated a portfolio of 178 surgical facilities, comprised of 159 ASCs and 19 surgical hospitals in 30 states.

The Company owns these facilities in partnership with physicians and, in some cases, health care systems in the markets and communities it serves.

19 unchanged sentences

The Company recognizes revenues in the period in which its obligations to provide health care services are satisfied and reports the amount that reflects the consideration the Company expects to be entitled to receive.

The contractual relationships with patients, in most cases, also involve a third-party payor (e.g., Medicare, Medicaid and private insurance organizations, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by or negotiated with the third-party payors.

The contractual relationships with patients, in most cases, also involve a third-party payor (e.g., private insurance organizations, including plans offered through the health insurance exchanges, as well as government programs, including Medicare and Medicaid) and the transaction prices for the services provided are dependent upon the terms provided by or negotiated with the third-party payors.

The payment arrangements with third-party payors for the services provided to the related patients typically specify payments at amounts less than the Company's standard charges.

3 unchanged sentences

The following table presents a summary of revenues by service type as a percentage of total revenues:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Patient service revenues 97.3 % 97.3 % 97.5 % 97.5 %

25 unchanged sentences

The following table sets forth patient service revenues by type of payor and as a percentage of total patient service revenues for the Company's consolidated surgical facilities (dollars in millions):

Three Months Ended March 31,

Three Months Ended June 30,

Amount % Amount %

9 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30,

Amount % Amount %

Patient service revenues:

Private insurance $ 800.3 49.5 % $ 813.2 52.0 %

Government 738.1 45.6 % 673.6 43.1 %

Self-pay 42.7 2.6 % 42.0 2.7 %

37.1 2.3 % 33.8 2.2 %

Total patient service revenues 1,618.2 100.0 % 1,562.6 100.0 %

Other service revenues 41.6 39.6

Total revenues $ 1,659.8 $ 1,602.2

(1) Other is comprised of automobile liability, letters of protection and other payor types.

28 unchanged sentences

In certain cases, we may not reduce the valuation allowance by the amount of the deferred tax liabilities depending on the nature and timing of future taxable income attributable to deferred tax liabilities.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In assessing tax contingencies, we apply the provisions of ASC 740, “Income Taxes”.

5 unchanged sentences

Additions to goodwill include amounts resulting from new business combinations and incremental ownership purchases in the Company's subsidiaries.

A summary of the Company's acquisitions, disposals and deconsolidations for the three months ended March 31, 2026 is included in Note 2.

A summary of the Company's acquisitions, disposals and deconsolidations for the six months ended June 30, 2026 is included in Note 2.

"Acquisitions, Disposals and Deconsolidations."

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of activity related to goodwill for the three months ended March 31, 2026 is as follows (in millions):

A summary of activity related to goodwill for the six months ended June 30, 2026 is as follows (in millions):

Balance as of December 31, 2025 $ 5,194.6

Acquisitions, including post acquisition adjustments 9.7

Balance as of March 31, 2026 $ 5,205.2

A detailed evaluation of potential impairment indicators was performed as of March 31, 2026, which specifically considered recent changes in interest rates, inflation risk and market volatility.

On the basis of available evidence as of March 31, 2026, no indicators of impairment were identified.

Disposals ( 0.8 )

Balance as of June 30, 2026 $ 5,203.5

A detailed evaluation of potential impairment indicators was performed as of June 30, 2026, which specifically considered recent changes in interest rates, inflation risk and market volatility.

On the basis of available evidence as of June 30, 2026, no indicators of impairment were identified.

Future estimates of fair value could be adversely affected if the actual outcome of one or more of the Company's assumptions changes materially in the future, including a material decline in the Company’s stock price and the fair value of its long-term debt, lower than expected surgical case volumes, higher market interest rates or increased operating costs.

9 unchanged sentences

In certain circumstances, the applicable partnership or operating agreements for the Company's surgical facilities provide that the facilities will purchase all of the physician limited partners’ or physician minority members’, as applicable, ownership if certain adverse regulatory events occur, such as it becoming illegal for the physician(s) to own an interest in a surgical facility, refer patients to a surgical facility or receive cash distributions from a surgical facility.

Management believes the likelihood of an event occurring that would trigger such purchases was remote as of March 31, 2026.

Management believes the likelihood of an event occurring that would trigger such purchases was remote as of June 30, 2026.

The non-controlling interests — redeemable are reported outside of stockholders' equity in the condensed consolidated balance sheets.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of activity related to redeemable non-controlling interests is as follows (in millions):

Three Months Ended March 31,

Six Months Ended June 30,

Balance at beginning of period $ 395.5 $ 438.8

10 unchanged sentences

Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, depending on the nature of the item being valued.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of the carrying amounts and estimated fair values of the Company's long-term debt follows (in millions):

1 unchanged sentence

2026 December 31,

2025 March 31,

2025 June 30,

2026 December 31,

7 unchanged sentences

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

As of March 31, 2026, the Company's consolidated VIEs consisted of nine surgical facilities and 27 physician practices.

The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, were $ 77.1 million and $ 75.1 million, respectively, and the total liabilities of the consolidated VIEs were $ 40.4 million and $ 40.4 million, respectively.

As of June 30, 2026, the Company's consolidated VIEs consisted of nine surgical facilities and 27 physician practices.

The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, were $ 77.2 million and $ 75.1 million, respectively, and the total liabilities of the consolidated VIEs were $ 37.9 million and $ 40.4 million, respectively.

Acquisitions, Disposals and Deconsolidations

During the three months ended March 31, 2026:

During the six months ended June 30, 2026:

• The Company acquired a controlling interest in one surgical facility for aggregate cash consideration of $ 4.1 million, net of cash acquired.

In connection with this acquisition, the Company preliminarily recognized non-controlling interests of $ 4.1 million and goodwill of $ 8.3 million.

During the three months ended March 31, 2025:

• The Company acquired a controlling interest in four surgical facilities and one physician practice for aggregate cash consideration of $ 44.0 million, net of cash acquired.

In connection with this acquisition, the Company recognized non-controlling interests of $ 4.1 million and goodwill of $ 8.0 million.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2025:

• The Company acquired a controlling interest in four surgical facilities and two physician practices for aggregate cash consideration of $ 48.0 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 $ 28.0 million and goodwill of $ 73.7 million.

2 unchanged sentences

Disposals and Deconsolidations

During the three months ended March 31, 2026:

During the six months ended June 30, 2026:

• The Company disposed of its non-controlling interests in one surgical facility, which was previously accounted for as an equity method investment, for cash proceeds of $ 0.9 million.

In connection with this transaction, the Company recognized a pre-tax loss of $ 4.0 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying condensed consolidated statements of operations.

During the three months ended March 31, 2025:

During the six months ended June 30, 2025:

• The Company sold a portion of its interests in one surgical facility for net cash proceeds of $ 0.5 million.

As a result of the transaction, the Company no longer controlled the previously controlled surgical facility but retained a non-controlling interest, resulting in the deconsolidation of the previously consolidated entity.

This transaction resulted in a pretax net loss on deconsolidation of $ 3.0 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying condensed consolidated statements of operations.

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 of the entity immediately prior to the transaction.

• The Company sold or otherwise disposed of its controlling interests in two surgical facilities for aggregate net cash proceeds of $ 4.3 million.

This transaction resulted in a pre-tax net loss on deconsolidation of $ 2.7 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2025.

The net loss 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.

• The Company sold its controlling interests in two surgical facilities for aggregate net cash proceeds of $ 42.4 million.

In connection with the transactions, the Company recognized a pre-tax net gain of $ 6.0 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying condensed consolidated statements of operations.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-Term Debt

A summary of long-term debt follows (in millions):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Senior secured term loan (1)

9 unchanged sentences

Total long-term debt $ 3,648.3 $ 3,602.9

(1) Includes unamortized fair value discount of $ 1.2 million as of both March 31, 2026 and December 31, 2025.

(1) Includes unamortized fair value discount of $ 1.1 million and $ 1.2 million as of June 30, 2026 and December 31, 2025, respectively.

Revolving Credit Facility

As of March 31, 2026, the Company's availability on its $ 703.8 million senior secured revolving credit facility (the "Revolver") was $ 666.1 million (including letters of credit of $ 9.7 million).

As of June 30, 2026, the Company's availability on its $ 703.8 million senior secured revolving credit facility (the "Revolver") was $ 617.8 million (including letters of credit of $ 11.0 million).

The increase in outstanding borrowings on the Revolver compared to December 31, 2025 was primarily due to changes in working capital needs.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company's operating leases are primarily for real estate, including medical office buildings, and corporate and other administrative offices.

1 unchanged sentence

The following table presents the components of the Company's right-of-use assets and liabilities related to leases and their classification in the condensed consolidated balance sheets (in millions):

Classification in Condensed Consolidated Balance Sheets March 31, 2026 December 31, 2025

Classification in Condensed Consolidated Balance Sheets June 30, 2026 December 31, 2025

Operating lease assets Right-of-use operating lease assets $ 278.5 $ 289.2

10 unchanged sentences

Total lease liabilities $ 1,226.3 $ 1,258.1

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the components of the Company's lease expense and their classification in the condensed consolidated statements of operations (in millions):

Three Months Ended March 31,

Six Months Ended June 30,

Operating lease costs $ 32.9 $ 33.4

5 unchanged sentences

Total lease costs $ 113.5 $ 108.5

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents supplemental cash flow information (in millions):

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

10 unchanged sentences

The key terms of interest rate caps outstanding are presented below:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

10 unchanged sentences

The interest rate caps are classified using Level 2 inputs within the fair value hierarchy.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the hedged transaction affects earnings, as documented at hedge inception in accordance with the Company’s accounting policy election.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income ("OCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings, as documented at hedge inception in accordance with the Company’s accounting policy election.

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.

1 unchanged sentence

The following table presents the fair values of our derivatives and their location on the condensed consolidated balance sheets (in millions):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Assets Liabilities Assets Liabilities

3 unchanged sentences

Total $ — $ 8.9 $ — $ 13.8

(1) Amounts were included in other long-term liabilities on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

(1) Amounts were included in other long-term liabilities on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the pre-tax effect of the interest rate swaps and caps on the Company's accumulated OCI and condensed consolidated statements of operations (in millions):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Location 2026 2025 2026 2025

Derivatives not designated as hedging instruments

Gain (loss) recognized in income

Other income, net $ — $ —

Derivatives in cash flow hedging relationships

7 unchanged sentences

shares in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

3 unchanged sentences

128,825 126,980 128,597 126,792

Net loss per share attributable to common stockholders:

Net income (loss) per share attributable to common stockholders:

Basic $ ( 0.12 ) $ ( 0.02 ) $ ( 0.40 ) $ ( 0.32 )

4 unchanged sentences

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

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2026, the Company calculated its effective tax rate under a discrete-period approach based solely on its income from operations for the three months ended March 31, 2026.

The Company's effective tax rate was 36.4 % for the three months ended March 31, 2026.

For the three months ended March 31, 2026, the effective tax rate differed from the U.S.

federal statutory rate of 21% primarily due to earnings attributable to non-controlling interests, an increase in the Company’s valuation allowance attributable to interest expense limitations and a permanent difference between the book and tax deductions related to the Company’s stock compensation expense.

For the three months ended March 31, 2025, the Company estimated its effective tax rate under a discrete-period approach based solely on its income from operations for the three months ended March 31, 2025.

The Company’s effective tax rate was 0 % for the three months ended March 31, 2025.

For the three months ended March 31, 2025, the effective tax rate differed from the U.S.

For the six months ended June 30, 2026, the Company estimated an annual effective tax rate of 3.0 %.

The Company's effective tax rate was 4.8 % for the six months ended June 30, 2026.

For the six months ended June 30, 2026, the effective tax rate differed from the U.S.

As of March 31, 2026 and December 31, 2025, 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.

For the six months ended June 30, 2025, the Company estimated its effective tax rate under a discrete-period approach based solely on its income from operations for the six months ended June 30, 2025.

The Company’s effective tax rate was ( 2.5 )% for the six months ended June 30, 2025.

For the six months ended June 30, 2025, the effective tax rate differed from the U.S.

federal statutory rate of 21% primarily due to earnings attributable to non-controlling interests, an increase in the Company’s valuation allowance attributable to interest expense limitations, and a permanent difference between the book and tax gain on the divestiture of partnership interests.

As of June 30, 2026 and December 31, 2025, 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.

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Current Liabilities

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Right-of-use operating lease liabilities $ 40.6 $ 42.7

Cost report liabilities 7.2 4.7

Amounts due to patients and payors 52.1 46.6

9 unchanged sentences

The Company is not aware of any such proceedings that are reasonably possible to have a material adverse effect on the Company's business, financial position, results of operations or liquidity.

Total professional, general and workers' compensation claim liabilities as of March 31, 2026 and December 31, 2025 were $ 26.9 million and $ 23.9 million, respectively.

Expected insurance recoveries of $ 8.6 million as of both March 31, 2026 and December 31, 2025 are included as a component of other current assets and other long-term assets in the condensed consolidated balance sheets.

Total professional, general and workers' compensation claim liabilities as of June 30, 2026 and December 31, 2025 were $ 27.0 million and $ 23.9 million, respectively.

Expected insurance recoveries of $ 8.6 million as of both June 30, 2026 and December 31, 2025 are included as a component of other current assets and other long-term assets in the condensed consolidated balance sheets.

Segment Reporting

4 unchanged sentences

The Surgical Facilities reportable segment includes the operation of ASCs, surgical hospitals, anesthesia services, and multi-specialty physician practices, which earns revenues primarily from contracts with patients in which the performance obligations are to provide health care services.

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

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

2 unchanged sentences

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

Three Months Ended March 31,

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Surgical Facilities Revenues $ 848.9 $ 826.2 $ 1,659.8 $ 1,602.2

Salaries and benefits

253.1 235.2 500.5 473.8

226.8 215.0 447.0 430.8

Professional and medical fees

102.8 102.1 204.1 197.4

Lease expense 24.2 22.9 47.2 43.7

Other segment items (1)

86.7 93.1 170.9 166.6

693.6 668.3 1,369.7 1,312.3

Adjusted Surgical Facilities EBITDA $ 155.3 $ 157.9 $ 290.1 $ 289.9

10 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Depreciation and amortization:

2 unchanged sentences

Total depreciation and amortization expense $ 39.3 $ 40.3 $ 77.8 $ 76.6

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Surgical Facilities

2 unchanged sentences

Total assets $ 8,049.7 $ 8,119.7

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Six Months Ended June 30,

Cash purchases of property and equipment:

3 unchanged sentences

Total cash purchases of property and equipment $ 37.8 $ 46.1

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

During July 2026, the Company announced it has entered into definitive agreements to sell its controlling interest in two hospitals for total consideration of approximately $ 795 million, which includes amounts related to Surgery Partners proportionate ownership interest in long-term debt.

Total cash proceeds to the Company are subject to customary purchase price adjustments, including adjustments for indebtedness, working capital, transaction expenses, and other closing items.

Completion of the transaction is subject to customary closing conditions, including the execution of binding Securities Purchase Agreements between the Company and the buyer following requisite physician member and physician governing board approvals.

Accordingly, the Company is unable to provide a reasonable estimate of final net cash proceeds at this time.

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-Q

Item 1. Financial Statements