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Filings deskSGRY$15.75▼ 0.9%

Bain's $25.75-a-share bid for Surgery Partners was turned down in 2025. Others get $23.50

A nonprofit hospital system's affiliate agreed to pay $23.50 a share in cash for Surgery Partners, the companies said Oct. 26. Bain Capital, its largest holder, takes no cash. Closing is conditioned on most votes cast by other holders.

KeyVex News··6 min readFact-checked against 14 public records
KeyVex News··6 min readFact-checked against 14 public records
SGRY$15.75▼ 0.9%Close, Oct. 23. Prices from Tiingo.
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  1. In June 2025, a committee of independent Surgery Partners directors said the company's prospects on its own were worth more than Bain Capital's $25.75-a-share bid. Bain, the largest holder, withdrew it.
  2. That day the company also reaffirmed its 2025 profit forecast. In November it cut the forecast, citing softer volume and payer mix. After August 2025 the stock did not close at $23.50 or higher.
  3. Now holders other than Bain are offered $23.50 in cash, $2.25 less than Bain's bid. Bain takes no cash; it exchanges its roughly 38% stake for equity in the buyer.
  4. Closing is conditioned on a majority of all shares, which Bain's votes help reach, and a majority of votes cast by holders other than Bain and the company's insiders.
  5. Before the vote, the company will file a proxy statement and a going-private disclosure, which the release says will hold "important information" about the deal.

The deal: HealthSpan Partners, an affiliate of the nonprofit hospital system Bon Secours Mercy Health, agreed to buy Surgery Partners for $23.50 a share in cash, the companies said before the market opened on Oct. 26.8-KRelease That is 49% above the Oct. 23 close of $15.75.Chart data Bain Capital's funds, which own about 38%, take no cash: they will exchange their shares for equity in the buyer.13D/A

The earlier bid: Bain bid $25.75 a share for the rest of the company in January 2025.Bain letter In June 2025, a committee of independent directors said the company's prospects on its own "exceeded the value" of that bid, and Bain withdrew it.Release13D/A The same day, the company reaffirmed its 2025 profit forecast.Release

Why it matters: Five months later, the company cut the forecast, citing softer volume and payer mix.Q3 release After August 2025, the stock did not close at $23.50 or higher through Oct. 23.Chart data The $23.50 is $2.25 below the bid the committee declined and 49% above the last close before the deal. A special committee of independent directors recommended it; the filings don't yet say how it reached that price.8-K Closing is conditioned on a majority of the votes cast by holders other than Bain and the company's insiders.8-K

Surgery Partners' stock and the two bidsDaily close, Dec. 2, 2024 to Oct. 23, 2026 ▼ 33.9%Show chartHide chart
Surgery Partners' stock and the two bidsDaily close as traded. Numbered dots mark the story's key dates, not what moved the stock. Story shows December 2024 to Oct. 23, 2026, the last close before the deal; switch ranges, compare with the S&P 500, or show the filing markers from KeyVex's Surgery Partners page.
SGRY
Surgery Partners Inc. · Nasdaq
Nasdaq 100S&P 500
Filings
Story90D1Y5Y10Y
SGRYS&P 500 (rebased)1News in this story
Congress BuyCongress SellInsider BuyInsider SellForm 1448-KLobbying
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Daily closes as traded · Close Prices from Tiingo.comColored dots are filings · White numbered dots are the news in this story · SGRY on KeyVex
  1. 1Jan. 28, 2025 Bain Capital's $25.75 bid is made public. Bain offered $25.75 a share for the shares it did not own. The stock closed at $25.75.
  2. 2June 17, 2025 The committee and Bain end their talks. The committee said the company's prospects on its own were worth more. The stock closed at $20.33, down 12.3%.
  3. 3Nov. 10, 2025 Surgery Partners cuts its 2025 forecast. Adjusted EBITDA forecast cut to $535 million to $540 million. The stock fell 25.4%.
  4. 4March 2, 2026 2025 results and a 2026 forecast. 2025 adjusted EBITDA came in at $526.2 million. Released after the close.
  5. 5Oct. 23, 2026 The merger agreement is signed. Announced before the open on Oct. 26. The stock closed at $15.75 on Oct. 23.
View the data (475 trading days)
DateCloseDay change
2026-10-23$15.75−0.9%
2026-10-22$15.90+3.2%
2026-10-21$15.40−0.6%
2026-10-20$15.49+5.3%
2026-10-19$14.71+0.7%
2026-10-16$14.61−1.1%
2026-10-15$14.77−0.4%
2026-10-14$14.83+1.9%
2026-10-13$14.55+2.2%
2026-10-12$14.24+2.5%
2026-10-09$13.89+1.8%
2026-10-08$13.64−0.5%
2026-10-07$13.71+2.2%
2026-10-06$13.41+0.6%
2026-10-05$13.33+0.1%
2026-10-02$13.32+0.7%
2026-10-01$13.23−4.6%
2026-09-30$13.87−3.7%
2026-09-29$14.41−1.9%
2026-09-28$14.69+2.0%
2026-09-25$14.40+1.4%
2026-09-24$14.20−2.5%
2026-09-23$14.56−7.8%
2026-09-22$15.80+15.7%
2026-09-21$13.66+3.1%
2026-09-18$13.25−0.7%
2026-09-17$13.35−4.2%
2026-09-16$13.93+2.1%
2026-09-15$13.65−2.8%
2026-09-14$14.04−2.4%
2026-09-11$14.38+1.8%
2026-09-10$14.120.0%
2026-09-09$14.12+1.1%
2026-09-08$13.96−2.1%
2026-09-04$14.26+0.6%
2026-09-03$14.17+1.4%
2026-09-02$13.98−4.2%
2026-09-01$14.60+5.1%
2026-08-31$13.89+1.5%
2026-08-28$13.69−1.7%
2026-08-27$13.93−0.8%
2026-08-26$14.04−0.1%
2026-08-25$14.05+0.7%
2026-08-24$13.95−3.9%
2026-08-21$14.52+4.2%
2026-08-20$13.94+2.5%
2026-08-19$13.60−4.5%
2026-08-18$14.24−0.8%
2026-08-17$14.36−4.5%
2026-08-14$15.03−1.1%
2026-08-13$15.19−0.8%
2026-08-12$15.32+2.1%
2026-08-11$15.00−6.0%
2026-08-10$15.95+2.7%
2026-08-07$15.53+4.1%
2026-08-06$14.92−2.6%
2026-08-05$15.32−2.1%
2026-08-04$15.65−2.6%
2026-08-03$16.06+4.3%
2026-07-31$15.40−3.1%
2026-07-30$15.90−3.1%
2026-07-29$16.41+5.3%
2026-07-28$15.58+2.7%
2026-07-27$15.17−3.6%
2026-07-24$15.73+3.4%
2026-07-23$15.22+0.5%
2026-07-22$15.15−7.1%
2026-07-21$16.30+1.7%
2026-07-20$16.03+0.3%
2026-07-17$15.99−3.9%
2026-07-16$16.64+4.7%
2026-07-15$15.89+5.1%
2026-07-14$15.12−5.4%
2026-07-13$15.98−2.6%
2026-07-10$16.40−2.2%
2026-07-09$16.77+1.6%
2026-07-08$16.50−3.9%
2026-07-07$17.17+1.0%
2026-07-06$17.00−1.3%
2026-07-02$17.23+3.8%
2026-07-01$16.60−1.2%
2026-06-30$16.80+1.4%
2026-06-29$16.56+4.7%
2026-06-26$15.82+2.3%
2026-06-25$15.46+1.6%
2026-06-24$15.22+4.7%
2026-06-23$14.53−0.1%
2026-06-22$14.550.0%
2026-06-18$14.55+2.2%
2026-06-17$14.23−6.0%
2026-06-16$15.14+0.1%
2026-06-15$15.13−1.2%
2026-06-12$15.31+2.5%
2026-06-11$14.94+5.2%
2026-06-10$14.20+1.7%
2026-06-09$13.96+0.8%
2026-06-08$13.86+1.1%
2026-06-05$13.71+0.2%
2026-06-04$13.68+1.3%
2026-06-03$13.51−1.9%
2026-06-02$13.77+4.2%
2026-06-01$13.22−1.0%
2026-05-29$13.36−2.1%
2026-05-28$13.65+1.3%
2026-05-27$13.48+0.2%
2026-05-26$13.45+0.4%
2026-05-22$13.40+0.9%
2026-05-21$13.29−1.5%
2026-05-20$13.49−1.5%
2026-05-19$13.69−1.7%
2026-05-18$13.92−0.2%
2026-05-15$13.95−3.7%
2026-05-14$14.48+1.2%
2026-05-13$14.31+2.4%
2026-05-12$13.97+1.4%
2026-05-11$13.78−4.6%
2026-05-08$14.44+0.9%
2026-05-07$14.31−1.9%
2026-05-06$14.59+2.3%
2026-05-05$14.26+0.4%
2026-05-04$14.20−0.5%
2026-05-01$14.27+1.7%
2026-04-30$14.03+1.2%
2026-04-29$13.87−3.3%
2026-04-28$14.35−1.3%
2026-04-27$14.54+1.4%
2026-04-24$14.34−2.0%
2026-04-23$14.63−0.7%
2026-04-22$14.73+1.0%
2026-04-21$14.58+1.9%
2026-04-20$14.31+2.2%
2026-04-17$14.00+4.2%
2026-04-16$13.43+1.6%
2026-04-15$13.22+0.9%
2026-04-14$13.10+0.1%
2026-04-13$13.09+1.4%
2026-04-10$12.91−0.2%
2026-04-09$12.94+2.3%
2026-04-08$12.65+0.1%
2026-04-07$12.64+2.8%
2026-04-06$12.30+1.0%
2026-04-02$12.18−0.7%
2026-04-01$12.26+2.9%
2026-03-31$11.92+2.8%
2026-03-30$11.60+1.0%
2026-03-27$11.49−3.0%
2026-03-26$11.85−1.7%
2026-03-25$12.05+0.4%
2026-03-24$12.00+0.2%
2026-03-23$11.98+1.5%
2026-03-20$11.80−2.1%
2026-03-19$12.05−2.5%
2026-03-18$12.36−2.3%
2026-03-17$12.65+2.1%
2026-03-16$12.39+0.1%
2026-03-13$12.38−2.8%
2026-03-12$12.74−5.5%
2026-03-11$13.48+4.1%
2026-03-10$12.95−2.6%
2026-03-09$13.30−0.4%
2026-03-06$13.36−5.3%
2026-03-05$14.11+0.2%
2026-03-04$14.08+1.1%
2026-03-03$13.92−12.3%
2026-03-02$15.88+2.5%
2026-02-27$15.50+0.8%
2026-02-26$15.37−0.8%
2026-02-25$15.49+0.7%
2026-02-24$15.38−0.7%
2026-02-23$15.49−0.3%
2026-02-20$15.54+1.2%
2026-02-19$15.35−4.0%
2026-02-18$15.99+2.5%
2026-02-17$15.60+0.9%
2026-02-13$15.46−0.2%
2026-02-12$15.49+3.3%
2026-02-11$15.00+7.7%
2026-02-10$13.93+3.3%
2026-02-09$13.48−0.6%
2026-02-06$13.56+1.0%
2026-02-05$13.43−4.4%
2026-02-04$14.05−1.2%
2026-02-03$14.22−3.9%
2026-02-02$14.80−0.4%
2026-01-30$14.86+2.6%
2026-01-29$14.48−2.5%
2026-01-28$14.85−2.9%
2026-01-27$15.30−5.6%
2026-01-26$16.20+0.4%
2026-01-23$16.14+2.2%
2026-01-22$15.80+2.1%
2026-01-21$15.47−1.0%
2026-01-20$15.63−1.7%
2026-01-16$15.90−0.6%
2026-01-15$16.00+3.8%
2026-01-14$15.41−4.2%
2026-01-13$16.08−1.2%
2026-01-12$16.28+1.0%
2026-01-09$16.12+2.6%
2026-01-08$15.71+0.4%
2026-01-07$15.64+0.3%
2026-01-06$15.60+1.7%
2026-01-05$15.34+0.5%
2026-01-02$15.26−1.2%
2025-12-31$15.45−1.3%
2025-12-30$15.65−0.6%
2025-12-29$15.75−0.8%
2025-12-26$15.87+1.5%
2025-12-24$15.63+0.6%
2025-12-23$15.53−1.1%
2025-12-22$15.700.0%
2025-12-19$15.70−0.8%
2025-12-18$15.83+0.2%
2025-12-17$15.80+1.8%
2025-12-16$15.52+0.5%
2025-12-15$15.44−1.2%
2025-12-12$15.63−2.8%
2025-12-11$16.08−2.7%
2025-12-10$16.53−5.1%
2025-12-09$17.41+4.1%
2025-12-08$16.72−2.7%
2025-12-05$17.19−1.1%
2025-12-04$17.38+2.0%
2025-12-03$17.04+1.7%
2025-12-02$16.76−2.0%
2025-12-01$17.10+0.2%
2025-11-28$17.07+0.1%
2025-11-26$17.06+1.0%
2025-11-25$16.89+3.7%
2025-11-24$16.29+2.8%
2025-11-21$15.84+3.5%
2025-11-20$15.30−2.6%
2025-11-19$15.71+3.5%
2025-11-18$15.18+0.8%
2025-11-17$15.06−1.4%
2025-11-14$15.28−0.2%
2025-11-13$15.31−3.5%
2025-11-12$15.86+0.7%
2025-11-11$15.74−1.8%
2025-11-10$16.04−25.4%
2025-11-07$21.50−0.5%
2025-11-06$21.61−1.6%
2025-11-05$21.96−0.2%
2025-11-04$22.00+1.4%
2025-11-03$21.70−1.0%
2025-10-31$21.93−1.0%
2025-10-30$22.16−2.6%
2025-10-29$22.76−0.8%
2025-10-28$22.94+0.2%
2025-10-27$22.90+0.4%
2025-10-24$22.80+3.8%
2025-10-23$21.97+3.2%
2025-10-22$21.28+1.0%
2025-10-21$21.06+1.0%
2025-10-20$20.85+1.3%
2025-10-17$20.59−2.6%
2025-10-16$21.13+0.1%
2025-10-15$21.11+0.9%
2025-10-14$20.93+5.8%
2025-10-13$19.79+0.3%
2025-10-10$19.74−2.9%
2025-10-09$20.32−1.3%
2025-10-08$20.59+1.0%
2025-10-07$20.390.0%
2025-10-06$20.39−3.6%
2025-10-03$21.15−0.2%
2025-10-02$21.20+0.1%
2025-10-01$21.18−2.1%
2025-09-30$21.64−1.2%
2025-09-29$21.91+0.3%
2025-09-26$21.85+1.2%
2025-09-25$21.59−1.3%
2025-09-24$21.88+0.5%
2025-09-23$21.77−0.5%
2025-09-22$21.87+1.2%
2025-09-19$21.62−1.9%
2025-09-18$22.03+1.1%
2025-09-17$21.79+1.1%
2025-09-16$21.56−0.2%
2025-09-15$21.60−1.2%
2025-09-12$21.87−1.1%
2025-09-11$22.11+3.0%
2025-09-10$21.46−2.2%
2025-09-09$21.94−0.6%
2025-09-08$22.08−1.9%
2025-09-05$22.51+0.7%
2025-09-04$22.36−0.7%
2025-09-03$22.51−0.3%
2025-09-02$22.58−0.5%
2025-08-29$22.69−0.1%
2025-08-28$22.72−0.4%
2025-08-27$22.82+0.6%
2025-08-26$22.69−1.5%
2025-08-25$23.04−2.5%
2025-08-22$23.64+3.4%
2025-08-21$22.86−4.1%
2025-08-20$23.84+2.8%
2025-08-19$23.20+3.2%
2025-08-18$22.49−1.4%
2025-08-15$22.80+1.3%
2025-08-14$22.50−4.5%
2025-08-13$23.56+2.5%
2025-08-12$22.98+1.1%
2025-08-11$22.74−3.8%
2025-08-08$23.64+1.8%
2025-08-07$23.22+3.6%
2025-08-06$22.41+1.2%
2025-08-05$22.14−0.3%
2025-08-04$22.21+4.4%
2025-08-01$21.28−3.1%
2025-07-31$21.95−1.9%
2025-07-30$22.37+0.2%
2025-07-29$22.33−0.5%
2025-07-28$22.44+5.6%
2025-07-25$21.26+1.2%
2025-07-24$21.01−5.4%
2025-07-23$22.22+0.7%
2025-07-22$22.06−1.3%
2025-07-21$22.36+0.2%
2025-07-18$22.32−1.3%
2025-07-17$22.62−0.1%
2025-07-16$22.64+3.7%
2025-07-15$21.84−2.8%
2025-07-14$22.47+2.0%
2025-07-11$22.04−1.1%
2025-07-10$22.27−0.5%
2025-07-09$22.39+0.6%
2025-07-08$22.26+1.0%
2025-07-07$22.03−0.5%
2025-07-03$22.15+0.6%
2025-07-02$22.02−2.4%
2025-07-01$22.55+1.4%
2025-06-30$22.23+1.3%
2025-06-27$21.95+1.2%
2025-06-26$21.700.0%
2025-06-25$21.71+2.8%
2025-06-24$21.11+4.5%
2025-06-23$20.20+4.7%
2025-06-20$19.30−2.7%
2025-06-18$19.84−2.4%
2025-06-17$20.33−12.3%
2025-06-16$23.17+1.9%
2025-06-13$22.74−1.6%
2025-06-12$23.10−0.3%
2025-06-11$23.17−0.6%
2025-06-10$23.32−0.2%
2025-06-09$23.36+0.7%
2025-06-06$23.19+0.1%
2025-06-05$23.17+0.5%
2025-06-04$23.06−0.9%
2025-06-03$23.28−0.5%
2025-06-02$23.39−0.9%
2025-05-30$23.61+3.6%
2025-05-29$22.80−0.4%
2025-05-28$22.89−0.7%
2025-05-27$23.05+1.1%
2025-05-23$22.80+0.9%
2025-05-22$22.60−0.3%
2025-05-21$22.67−2.3%
2025-05-20$23.20−1.7%
2025-05-19$23.60−1.4%
2025-05-16$23.94+1.3%
2025-05-15$23.64+3.8%
2025-05-14$22.77−0.7%
2025-05-13$22.93−1.4%
2025-05-12$23.26+5.0%
2025-05-09$22.16−2.3%
2025-05-08$22.68−2.1%
2025-05-07$23.16+0.7%
2025-05-06$23.01−2.0%
2025-05-05$23.47+1.7%
2025-05-02$23.08+2.9%
2025-05-01$22.43+2.2%
2025-04-30$21.95−1.7%
2025-04-29$22.33+3.6%
2025-04-28$21.56+0.4%
2025-04-25$21.48−1.6%
2025-04-24$21.84+3.0%
2025-04-23$21.20+3.4%
2025-04-22$20.51+1.5%
2025-04-21$20.20−4.8%
2025-04-17$21.22+0.6%
2025-04-16$21.09+0.1%
2025-04-15$21.07−1.2%
2025-04-14$21.32+1.6%
2025-04-11$20.99+0.6%
2025-04-10$20.87−2.7%
2025-04-09$21.44+4.4%
2025-04-08$20.53+0.1%
2025-04-07$20.51−2.8%
2025-04-04$21.11−7.5%
2025-04-03$22.83−3.0%
2025-04-02$23.54+0.3%
2025-04-01$23.48−1.1%
2025-03-31$23.75−0.8%
2025-03-28$23.95−0.7%
2025-03-27$24.12+0.4%
2025-03-26$24.02−0.7%
2025-03-25$24.19−0.8%
2025-03-24$24.39+0.7%
2025-03-21$24.21−0.7%
2025-03-20$24.39+0.1%
2025-03-19$24.360.0%
2025-03-18$24.37−0.1%
2025-03-17$24.40+3.4%
2025-03-14$23.600.0%
2025-03-13$23.61+0.9%
2025-03-12$23.40−1.0%
2025-03-11$23.63−0.1%
2025-03-10$23.66−1.6%
2025-03-07$24.05−0.5%
2025-03-06$24.16+0.8%
2025-03-05$23.97+0.7%
2025-03-04$23.80−0.8%
2025-03-03$24.00−0.3%
2025-02-28$24.08−2.2%
2025-02-27$24.62−1.7%
2025-02-26$25.05−1.5%
2025-02-25$25.44+1.1%
2025-02-24$25.16−0.6%
2025-02-21$25.31−1.4%
2025-02-20$25.67−0.6%
2025-02-19$25.82−0.1%
2025-02-18$25.85−0.1%
2025-02-14$25.87+0.3%
2025-02-13$25.79+1.7%
2025-02-12$25.35−1.6%
2025-02-11$25.75+0.7%
2025-02-10$25.58−0.9%
2025-02-07$25.80+0.6%
2025-02-06$25.65−0.5%
2025-02-05$25.79+0.4%
2025-02-04$25.70+1.6%
2025-02-03$25.30−0.7%
2025-01-31$25.49−1.0%
2025-01-30$25.750.0%
2025-01-29$25.750.0%
2025-01-28$25.75+21.2%
2025-01-27$21.25+4.6%
2025-01-24$20.32−1.4%
2025-01-23$20.61+1.3%
2025-01-22$20.35−0.6%
2025-01-21$20.47+1.4%
2025-01-17$20.19+1.0%
2025-01-16$20.00−1.1%
2025-01-15$20.23+1.9%
2025-01-14$19.85−6.2%
2025-01-13$21.16+2.5%
2025-01-10$20.65−2.7%
2025-01-08$21.23+2.9%
2025-01-07$20.64+0.5%
2025-01-06$20.53−2.6%
2025-01-03$21.08−1.0%
2025-01-02$21.29+0.6%
2024-12-31$21.17+2.9%
2024-12-30$20.57−1.8%
2024-12-27$20.94−2.0%
2024-12-26$21.37+1.7%
2024-12-24$21.01−0.4%
2024-12-23$21.10−0.6%
2024-12-20$21.22+8.2%
2024-12-19$19.61−1.4%
2024-12-18$19.88−5.5%
2024-12-17$21.03−2.6%
2024-12-16$21.60+6.1%
2024-12-13$20.36+0.5%
2024-12-12$20.25−3.6%
2024-12-11$21.00−2.6%
2024-12-10$21.55−3.1%
2024-12-09$22.25+1.6%
2024-12-06$21.89+2.0%
2024-12-05$21.46−4.7%
2024-12-04$22.52−2.1%
2024-12-03$23.00−3.4%
2024-12-02$23.81

The lowest close after the talks ended was $11.49, on March 27, 2026. Source: Tiingo end-of-day closes, as traded, via KeyVex.

The 2025 bid

Bain's letter, dated Jan. 27, 2025, called $25.75 a 27% premium to the Jan. 24 close of $20.32.Bain letterChart data It asked for a committee of independent directors and a vote of the shares Bain did not own. It also said that "at this time" Bain had "no interest in pursuing a transaction that results in a sale of the shares of Common Stock we own."Bain letter Bain's funds have held a large stake since 2017.13D

On June 17, 2025, the company said the committee found its prospects as an independent public company "exceeded the value of the Proposal."Release

The best path forward for Surgery Partners and its stockholders is to continue operating as an independent publicly traded company.
Brent Turner, chairman of the committee, June 17, 2025Release

The same release reaffirmed the 2025 forecast for adjusted EBITDA, a profit measure the company's management uses to judge its performance: $555 million to $565 million.ReleaseQ3 release The stock closed down 12.3% that day, at $20.33.Chart data

What a Surgery Partners share was offered, and what it traded atPrice per share, in dollars
View the data
Per shareNote
Bain Capital's bid (Made January 2025, declined June 2025)$25.75Non-binding proposal, Jan. 27, 2025
HealthSpan Partners' deal (Signed Oct. 23, 2026)$23.50Cash per share; Bain's shares roll over instead
Close before Bain's bid (Jan. 24, 2025)$20.32Bain's letter called its bid a 27% premium to it
Close before the deal (Oct. 23, 2026)$15.75$23.50 is 49.2% above it

Bain's bid: its Jan. 27, 2025 letter. The deal: the Oct. 26, 2026 8-K. Closes: Tiingo end-of-day, as traded, via KeyVex.

What happened next

On Nov. 10, 2025, the company cut its 2025 adjusted EBITDA forecast to $535 million to $540 million. Its chief financial officer, Dave Doherty, said volume and the mix of payers "were softer than anticipated," and capital deployment had been delayed.Q3 release The stock fell 25.4% that day.Chart data

The year ended lower still. Adjusted EBITDA for 2025 was $526.2 million, below the cut forecast, and the 2026 forecast was at least $530 million, the company said on March 2, 2026.Q4 release The stock's lowest close came on March 27, at $11.49.Chart data

From the end of the talks through Oct. 23, 2026, the stock closed at or above $23.50 on four of 341 trading days, all in August 2025.Chart data

Who gets what

The 81.0 million shares Bain does not own come to about $1.9 billion at $23.50, by KeyVex's math from the August share count.10-Q13D/A The companies put the deal's enterprise value, which counts debt as well as shares, at about $5.7 billion.Release

Bain's 49.9 million shares, about $1.17 billion at the deal price by KeyVex's math, are not paid out. They are exchanged for equity in the buyer, and Bain "will remain a significant partner" after the deal closes, the release says.13D/ARelease

Surgery Partners' chief executive, Eric Evans, called the price "an attractive all-cash premium" in the release. Bon Secours Mercy Health's chief executive, John M. Starcher Jr., said the deal would "strengthen access to more affordable care."Release The company's name, brand and Brentwood, Tenn., headquarters are expected to stay.Release

What has to happen

8-KItem 1.01, Conditions to the MergerSurgery Partners Inc. · accepted Oct. 26, 2026, 9:03 a.m. ET
the adoption of the Merger Agreement by (i) the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon and (ii) a majority of the votes cast by the disinterested stockholders
From Surgery Partners' Oct. 26 8-K. The disinterested stockholders exclude Bain's funds, the buyer, the directors and the company's officers. The highlight is KeyVex's.

That is two tests. Bain's roughly 38% counts toward the first, and Bain has agreed to vote for the deal. It does not count in the second, which only the other holders decide.8-K Bain's 2025 letter had asked for a "non-waivable" approval by a majority of the shares Bain did not own.Bain letter The 2026 condition counts votes cast rather than all the shares Bain does not own, and it also leaves out the directors and officers.8-KMerger agreement

Surgery Partners would owe the buyer a fee of $108,986,842, about $109 million, in specified cases, including if it ends the deal to take a better offer.8-K The buyer has debt commitments, Bon Secours Mercy Health guarantees its obligations, and the deal has no financing condition. It still needs the federal antitrust waiting period to end.8-K

Before the vote, Surgery Partners says it will file a proxy statement and, with others, a Schedule 13E-3, a going-private disclosure. The release says those documents will contain "important information" about the deal.Release

What to watch

  1. The proxy statement and Schedule 13E-3, which will describe how the deal came together.

  2. When the companies expect the deal to close, if holders and regulators approve it.

  3. The merger agreement's end date, which can be extended in specified circumstances.

The paper trail

The filings this story rests on, January 2025 through Oct. 26, 2026, with the time EDGAR accepted each one.

Filed (ET)FormFilerWhat it shows
Jan. 28, 2025, 8:49 a.m.13D/ABain Capital fundsDiscloses Bain's $25.75 proposal and attaches its letter.
Jan. 28, 2025, 3:22 p.m.8-KSurgery PartnersConfirms the proposal; a special committee will consider it.
June 17, 2025, 8:03 a.m.8-KSurgery PartnersThe committee and Bain end their talks; the 2025 forecast is reaffirmed.
June 17, 2025, 8:34 a.m.13D/ABain Capital fundsBain withdraws the proposal.
Nov. 10, 2025, 7:32 a.m.8-KSurgery PartnersThird-quarter results; 2025 forecast cut.
March 2, 2026, 4:55 p.m.8-KSurgery Partners2025 results and 2026 forecast.
Oct. 26, 2026, 9:03 a.m.8-KSurgery PartnersThe merger agreement, the voting agreement and the release.
Oct. 26, 2026, 9:27 a.m.13D/ABain Capital fundsBain's stake and its rollover.

Sources

17 sources, 14 of them public records

Public records

  1. Surgery Partners Inc., Form 8-K: merger agreement with Spyglass Topco (Items 1.01, 7.01, 9.01)SEC EDGAR · Oct. 26, 2026
  2. Surgery Partners Inc., Form 8-K, Exhibit 2.1: Agreement and Plan of Merger, dated Oct. 23, 2026SEC EDGAR · Oct. 26, 2026
  3. Surgery Partners Inc., Form 8-K, Exhibit 10.1: Voting and Support AgreementSEC EDGAR · Oct. 26, 2026
  4. Surgery Partners Inc., Form 8-K, Exhibit 99.1: joint news release with HealthSpan PartnersSEC EDGAR · Oct. 26, 2026
  5. BCPE Seminole Holdings LP et al., Schedule 13D/A (Amendment No. 11)SEC EDGAR · Oct. 26, 2026
  6. BCPE Seminole Holdings LP et al., Schedule 13D/A (Amendment No. 9)SEC EDGAR · Jan. 28, 2025
  7. Bain Capital Private Equity, proposal letter to the Surgery Partners board (13D/A No. 9, Exhibit 12)SEC EDGAR · Jan. 27, 2025
  8. BCPE Seminole Holdings LP et al., Schedule 13D/A (Amendment No. 10)SEC EDGAR · June 17, 2025
  9. Surgery Partners Inc., Form 8-K, Exhibit 99.1: receipt of Bain Capital's proposalSEC EDGAR · Jan. 28, 2025
  10. Surgery Partners Inc., Form 8-K, Exhibit 99.1: "Surgery Partners, Inc. and Bain Capital Conclude Discussions"SEC EDGAR · June 17, 2025
  11. Surgery Partners Inc., Form 8-K, Exhibit 99.1: third-quarter 2025 resultsSEC EDGAR · Nov. 10, 2025
  12. Surgery Partners Inc., Form 8-K, Exhibit 99.1: fourth-quarter and full-year 2025 results, 2026 guidanceSEC EDGAR · March 2, 2026
  13. Surgery Partners Inc., Form 10-Q for the quarter ended June 30, 2026SEC EDGAR · Aug. 10, 2026
  14. BCPE Seminole Holdings LP, Schedule 13DSEC EDGAR · Sept. 8, 2017

Reporting

  1. "Surgery Partners to be taken private by Bon Secours affiliate in $5.7 billion deal" (as syndicated)Reuters · Oct. 26, 2026

Data

  1. End-of-day prices for SGRY, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 23, 2026
  2. The chart's Filings layer: KeyVex's insider trade, Form 144, 8-K and lobbying records for SGRYKeyVex · through Oct. 23, 2026

How we got these numbers

  • Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. Every close in the chart's Story range is in its data table. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to the start of the range shown. The Filings switch shows the filing markers from KeyVex's Surgery Partners stock page, a selection of insider trades, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
  • The count of days at or above $23.50 covers every close from June 17, 2025, the day the talks ended, through Oct. 23, 2026: 341 trading days.
  • The $1.9 billion is 80,971,288 shares (130,918,260 outstanding on Aug. 3, 2026, less Bain's 49,946,972) times $23.50, or $1,902.8 million. Bain's stake at $23.50 is $1,173.8 million. Both are KeyVex's math and leave out stock options and other equity awards. Bain's 38.15% uses the same share count; the companies' release says approximately 39%.
  • The header image was generated for KeyVex by an image model. It is an illustration, not a photograph of a Surgery Partners facility.

How KeyVex News works. Our stories are researched, drafted and checked with AI tools from public records. Every figure is checked against the filing it cites, and each story passes a final review before publication. Corrections are made in place and noted at the top of the story.

KeyVex News reports on public records. Nothing here is investment advice or a recommendation to buy or sell any security. Close prices from Tiingo.com.

The image shown with this story is AI-generated.

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