sgry-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

Form 10-Q

_____________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37576

Surgery Partners, Inc.

(Exact name of registrant as specified in its charter)


Delaware						47-3620923
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

340 Seven Springs Way, Suite 600
Brentwood, Tennessee						37027
(Address of Principal Executive Offices)						(Zip Code)

(615) 234-5900

(Registrant’s telephone number, including area code)

_____________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SGRY

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒						Accelerated filer ☐
Non-accelerated filer ☐						Smaller reporting company ☐
						Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 3, 2026, there were 130,918,260 shares of the registrant’s common stock outstanding.

SURGERY PARTNERS, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	3
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26

Signatures		27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except per share amounts)


	(Unaudited)

	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	216.7	$	239.9
Accounts receivable	616.6		602.2
Inventories	98.8		96.6
Prepaid expenses	48.3		41.1
Other current assets	145.6		170.9
Total current assets	1,126.0		1,150.7
Property and equipment, net of accumulated depreciation of $718.0 and $651.2, respectively	1,122.7		1,153.4


Goodwill and other intangible assets, net	5,242.1		5,235.6
Investments in and advances to affiliates	226.9		234.0
Right-of-use operating lease assets	278.5		289.2

Other long-term assets	53.5		56.8
Total assets	$	8,049.7	$	8,119.7

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	175.2	$	208.7
Accrued payroll and benefits	73.1		64.9
Other current liabilities	227.3		242.6
Current maturities of long-term debt	102.9		99.3
Total current liabilities	578.5		615.5
Long-term debt, less current maturities	3,648.3		3,602.9
Right-of-use operating lease liabilities	266.3		279.9
Long-term deferred tax liabilities	54.4		53.4
Other long-term liabilities	33.8		41.2

Non-controlling interests—redeemable	366.7		395.5

Stockholders' equity:
Preferred stock, $0.01 par value; shares authorized - 20,310,000; shares issued or outstanding - none	—		—
Common stock, $0.01 par value; shares authorized - 300,000,000; shares issued and outstanding - 130,886,397 and 129,321,144, respectively	1.3		1.3
Additional paid-in capital	2,544.4		2,540.6
Accumulated other comprehensive income (loss)	(8.9)		(13.8)
Retained deficit	(866.1)		(815.2)
Total Surgery Partners, Inc. stockholders' equity	1,670.7		1,712.9
Non-controlling interests—non-redeemable	1,431.0		1,418.4
Total stockholders' equity	3,101.7		3,131.3
Total liabilities and stockholders' equity	$	8,049.7	$	8,119.7

See notes to unaudited condensed consolidated financial statements.

Table of Contents

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, dollars in millions, except per share amounts; shares in thousands)


	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
Operating expenses:
Salaries and benefits	253.1		235.2		500.5		473.8
Supplies	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 operating expenses	51.8		55.4		110.6		99.0
Cost of revenues	658.7		630.6		1,309.4		1,244.7
General and administrative expenses	36.3		36.1		75.6		72.1
Depreciation and amortization	39.3		40.3		77.8		76.6
Transaction and integration costs	18.4		18.1		34.0		42.8
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)
Litigation settlements	—		—		2.5		2.2

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
Interest expense, net	(69.8)		(67.9)		(138.9)		(130.1)
Income (loss) before income taxes	32.3		43.8		29.0		43.5
Income tax (expense) benefit	(2.6)		1.1		(1.4)		1.1
Net income (loss)	29.7		44.9		27.6		44.6
Less: Net income attributable to non-controlling interests	(44.7)		(47.4)		(78.5)		(84.8)
Net income (loss) attributable to Surgery Partners, Inc.	$	(15.0)	$	(2.5)	$	(50.9)	$	(40.2)

Net income (loss) per share attributable to common stockholders:
Basic	$	(0.12)	$	(0.02)	$	(0.40)	$	(0.32)
Diluted (1)	$	(0.12)	$	(0.02)	$	(0.40)	$	(0.32)
Weighted average common shares outstanding:
Basic	128,825		126,980		128,597		126,792
Diluted (1)	128,825		126,980		128,597		126,792

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

See notes to unaudited condensed consolidated financial statements.

Table of Contents

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, dollars in millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

Net income (loss)	$	29.7	$	44.9	$	27.6	$	44.6
Other comprehensive income (loss), net of tax:
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
Less: Comprehensive income attributable to non-controlling interests	(44.7)		(47.4)		(78.5)		(84.8)
Comprehensive income (loss) attributable to Surgery Partners, Inc.	$	(13.4)	$	(4.0)	$	(46.0)	$	(58.3)

See notes to unaudited condensed consolidated financial statements.

Table of Contents

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited, dollars in millions, shares in thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Deficit		Non-Controlling Interests— Non-Redeemable		Total
	Shares	Amount
Balance as of December 31, 2025	129,321	$	1.3	$	2,540.6	$	(13.8)	$	(815.2)	$	1,418.4	$	3,131.3
Net income (loss)	—	—		—		—		(35.9)		34.2		(1.7)
Equity-based compensation	1,476	—		6.0		—		—		—		6.0
Other comprehensive income (loss)	—	—		—		3.3		—		—		3.3
Acquisition and disposal of shares of non-controlling interests, net	—	—		1.7		—		—		3.3		5.0
Distributions to non-controlling interests—non-redeemable holders	—	—		—		—		—		(46.0)		(46.0)
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)	—	—		—		—