Surgery Partners (SGRY) Proxy filing summary

Executive summary

• Merger agreement signed Oct. 23, 2026; HealthSpan Partners will acquire the outpatient surgery platform in a transaction valued at ~$5.7B enterprise value, with closing expected in Q1 2027.

• Each eligible share converts to $23.50 cash, without interest; Bain Capital affiliates will exchange their shares for equity in Parent and remain significant partners after closing.

• After closing, operations, name, brand and headquarters are expected to remain in place; the business is expected to be privately held and delisted from Nasdaq.

Voting matters and shareholder proposals

• Stockholders will vote on merger adoption at a meeting to be held as soon as reasonably practicable after SEC clearance of the proxy statement.

• Approval requires a majority of outstanding voting shares and a majority of votes cast by disinterested stockholders; the Board recommends approval following the Special Committee’s unanimous recommendation.

• Bain Capital affiliates, holding 49,946,972 shares, agreed to vote in favor; proxy and Schedule 13E-3 filings are planned, and stockholders are urged to review them when available.

Board of directors and corporate governance

• An independent, disinterested Special Committee led negotiations and unanimously recommended the transaction; the Board determined it was fair, advisable and in stockholders’ best interests.

• Centerview Partners, Leerink Partners and Special Committee adviser Moelis & Company each delivered a financial fairness opinion on the $23.50 per-share consideration, subject to stated assumptions and limitations.

• At closing, Merger Subsidiary’s directors become directors of the surviving entity; existing officers continue as its officers.

• Indemnification and advancement rights for covered directors, officers and other protected persons continue; organizational protections and indemnification obligations extend for six years after closing.