sgry-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

________________________________________________________________

Filed by the Registrant x Filed by a party other than the Registrant o


Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Pursuant to §240.14a-12

Surgery Partners, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 23, 2026

TO OUR STOCKHOLDERS:

You are cordially invited to attend the 2026 annual meeting of stockholders of Surgery Partners, Inc., to be held on June 5, 2026, at 10:00 a.m. Central Daylight Time. The annual meeting will be held solely by remote communication in a virtual meeting format. If you attend the annual meeting virtually by following the instructions set forth in the proxy materials, you will be considered present at the meeting.

In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement, the proxy card and our Annual Report to Stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy materials over the internet as well as request a paper or email copy if desired.

It is important that your shares be represented at the annual meeting. Whether or not you plan to attend the annual meeting, we would appreciate your efforts to vote your shares as soon as possible by following the instructions located in the Notice of Internet Availability of Proxy Materials or in our proxy statement. If you attend the annual meeting and wish to vote at that time, you may withdraw your proxy and vote your shares at the meeting.

Sincerely,

/s/ Blair E. Hendrix

Blair E. Hendrix

Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 23, 2026

DATE: June 5, 2026

TIME: 10:00 a.m. Central Daylight Time

PLACE: The annual meeting will be held solely by remote communication in a virtual meeting format. You will be able to

attend the annual meeting by visiting www.meetnow.global/MRTVYKW and entering the 15-digit control number found on the proxy card or voting instruction form. If you attend the annual meeting virtually, you will be considered present at the meeting.

ITEMS OF BUSINESS:

1.To elect the three Class II director nominees named in this Proxy Statement to the Board of Directors of Surgery Partners, Inc. (the "Company") for a term of three years;

2.To approve, on an advisory basis, the compensation paid by the Company to its named executive officers;

3.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and

4.To consider and act upon any other business that may properly come before the 2026 annual meeting of stockholders and at any adjournment or postponement thereof.

Information relating to the matters to be considered and voted on at the annual meeting is set forth in the enclosed proxy materials.

RECORD DATE: Holders of shares of our common stock of record at the close of business on April 8, 2026 are entitled to receive notice of and vote at the annual meeting and at any adjournment or postponement thereof.

ANNUAL REPORT: The Company's Annual Report to Stockholders for the fiscal year ended December 31, 2025 is available to you on the internet or, upon request, will be delivered to you by mail or email.

PROXY VOTING: Your vote is important. Whether or not you plan to attend the annual meeting, after reviewing the proxy materials, please vote by phone or online following the instructions set forth in the following proxy materials, or if you requested a printed copy, please complete, date, sign and return the proxy card in the enclosed stamped envelope. You can revoke a proxy at any time prior to its exercise at the annual meeting by following the instructions in the attached Proxy Statement. If you decide to attend the annual meeting and wish to change your proxy, you may do so by voting during the meeting.

The Board of Directors unanimously recommends that you vote: (i) "FOR" the election of the three Class II director nominees named in the Proxy Statement, (ii) "FOR" the approval, on an advisory basis, of the compensation paid by the Company to its named executive officers, and (iii) "FOR" ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company's independent registered public accounting firm.

You are welcome to attend the annual meeting by visiting www.meetnow.global/MRTVYKW and entering the 15-digit control number found on the proxy card or voting instruction form. Once admitted, you may submit questions, vote or view our list of stockholders during the annual meeting by following the instructions that will be available on the meeting website.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the annual meeting virtually on the internet. To register to attend the annual meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare, Inc. (a subsidiary of Computershare Trust Company, N.A.), the Company’s transfer agent. Requests for registration must be

labeled as “Legal Proxy” and be received no later than 4:00 p.m., Central Daylight Time, on June 2, 2026. You will receive a confirmation of your registration by email after we receive your registration materials.

Even if you plan to attend, please vote your shares promptly to ensure they are represented at the annual meeting. If you decide to attend the annual meeting and wish to change your proxy, you may do so by voting virtually at the meeting. If you have questions about how to attend the annual meeting, please contact Investor Relations at 340 Seven Springs Way, Suite 600, Brentwood, Tennessee 37027, (615) 234-5900 or email ir@surgerypartners.com.

Thank you for your ongoing support of and interest in Surgery Partners, Inc.

By Order of the Board of Directors,

/s/ Blair E. Hendrix

Blair E. Hendrix

Chairman of the Board of Directors

Brentwood, Tennessee

April 23, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2026:

THE PROXY STATEMENT, THE PROXY CARD AND OUR ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLE TO YOU ON THE INTERNET AT WWW.INVESTORVOTE.COM/SGRY AND ON THE "INVESTORS" PAGE OF OUR WEBSITE AT WWW.SURGERYPARTNERS.COM OR, UPON YOUR REQUEST, WILL BE DELIVERED TO YOU BY MAIL OR EMAIL IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF THE COMPANY TO BE VOTED ON AT THE ANNUAL MEETING. THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS IS SCHEDULED TO BE DISTRIBUTED ON OR ABOUT APRIL 23, 2026 TO STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON APRIL 8, 2026.

TABLE OF CONTENTS


			Page

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			6
PROPOSAL NO. 1: ELECTION OF DIRECTORS			9
CORPORATE GOVERNANCE			12
PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			16
EXECUTIVE OFFICERS			17
COMPENSATION DISCUSSION AND ANALYSIS			18
REPORT OF THE COMPENSATION COMMITTEE			26
EXECUTIVE COMPENSATION			27
DIRECTOR COMPENSATION			40
PROPOSAL NO. 3: RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			42
REPORT OF THE AUDIT COMMITTEE			43
EQUITY COMPENSATION PLANS			44
RELATED PERSON TRANSACTIONS			45
GENERAL MATTERS			45


Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percentage of Common Stock Beneficially Owned

Beneficial owners of 5% or more of our common stock:
Bain Capital Investors, LLC (1)	49,946,972	38.2	%
Janus Henderson Group PLC (2)	13,036,583	10.0	%
Pentwater Capital Management LP (3)	10,000,000	7.6	%
King Street Capital Management, L.P. (4)	9,339,930	7.1	%
The Vanguard Group (5)	7,417,609	5.7	%
FMR LLC (6)	6,537,016	5.0	%
Directors and Named Executive Officers:
J. Eric Evans (7)	1,403,886	1.1	%
Jennifer B. Baldock (8)	525,974	*
David T. Doherty	221,679	*
Harrison R. Bane (9)	117,181	*
W. Trent Webb	128,878	*
Marissa A. Brittenham	94,196	*
Brent Turner	74,924	*
Teresa DeLuca, M.D.	45,173	*
Clifford G. Adlerz	57,434	*
John A. Deane	34,252	*
Laura L. Forese, M.D.	6,861	*
Blair E. Hendrix	6,861	*
Lloyd Dean	—	*
Andrew T. Kaplan (10)	—	*
Devin O'Reilly (10)	—	*
All current executive officers and directors as a group (15 persons) (11)	2,668,363	2.0	%


Name	Age	Position
John A. Deane	64	Class I Director
Teresa DeLuca, M.D.	60	Class I Director
Lloyd Dean	75	Class I Director
Devin O'Reilly	51	Class II Director
Brent Turner	60	Class II Director
Laura L. Forese, M.D.	64	Class II Director
Clifford G. Adlerz	72	Class III Director
J. Eric Evans	48	Class III Director
Blair E. Hendrix	61	Class III Director, Chairman
Andrew T. Kaplan	41	Class III Director


Named Executive Officer			Title
J. Eric Evans			Chief Executive Officer
David T. Doherty			Executive Vice President and Chief Financial Officer
Jennifer B. Baldock			Executive Vice President, Chief Administrative and Development Officer
Marissa A. Brittenham			Executive Vice President and Chief Strategy Officer
W. Trent Webb			President, American Group
Harrison R. Bane (1)			Former President, National Group


Acadia Healthcare Company, Inc.	Encompass Health Corporation	Premier, Inc.
Amedisys, Inc.	The Ensign Group, Inc.	RadNet, Inc.
AMN Healthcare Services, Inc.	ModivCare Inc.	Select Medical Holdings Corp
Brookdale Senior Living Inc.	Option Care Health, Inc.
Chemed Corporation	Pediatrix Medical Group, Inc.


Named Executive Officer	2024 Base Salary	2025 Base Salary
J. Eric Evans	$1,050,000	$1,050,000
David T. Doherty	650,000	670,000
Jennifer B. Baldock	600,000	618,000
Marissa A. Brittenham	500,000	515,000
W. Trent Webb	N/A	525,000
Harrison R. Bane (1)	565,000	600,000


Named Executive Officer	Time-based restricted stock		PSUs (at Threshold)
	$ value	# shares of common stock	$ value	# units
J. Eric Evans	2,000,000	84,033	3,000,000	126,050
David T. Doherty	800,000	33,613	1,200,000	50,420
Jennifer B. Baldock	600,000	25,210	900,000	37,815
Marissa A. Brittenham	240,000	10,084	360,000	15,126
W. Trent Webb	300,000	12,605	450,000	18,907
Harrison R. Bane (1)	410,000	17,226	615,000	25,840


Name and Principal Position	Year	Salary	Bonus	Stock Awards(4)(5)	Non-Equity Incentive Plan Compensation (6)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation (7)	Total
J. Eric Evans Chief Executive Officer	2025	$1,050,000	$—	$5,000,000	$—	$11,520	$22,342	$6,083,862
	2024	1,050,000	—	5,100,000	300,000	(147)	11,350	$6,461,203
	2023	1,050,000	—	4,400,000	1,000,000	—	7,600	6,457,600
David T. Doherty Executive Vice President and Chief Financial Officer	2025	666,154	—	2,000,000	—	—	10,500	2,676,654
	2024	636,539	—	2,360,000	225,000	—	10,350	3,231,889
	2023	567,500	200,000(3)	2,400,000	345,000	—	6,600	3,519,100
Jennifer B. Baldock Executive Vice President, Chief Administrative and Development Officer	2025	614,538	—	1,500,000	—	45,556	23,500	2,183,594
	2024	596,154	—	1,840,000	200,000	25,986	22,950	2,685,090
	2023	571,346	—	1,950,000	519,050	29,999	18,300	3,088,695
Marissa A. Brittenham Executive Vice President and Chief Strategy Officer	2025	512,115	—	600,000	—	—	11,000	1,123,115
	2024	495,192	—	840,000	110,000	—	10,850	1,456,042
	2023	470,192	—	1,000,000	200,000	—	7,100	1,677,292
W. Trent Webb President, American Group (1)	2025	510,577	—	750,000	—	—	9,775	1,270,352
Harrison R. Bane Former President, National Group (2)	2025	466,346	—	1,025,000	—	—	9,049	1,500,395
	2024	545,000	—	1,095,000	125,000	—	11,350	1,776,350
	2023	500,000	100,000(3)	800,000	186,875	—	4,029	1,590,904


Name	2025 PSU Awards	2024 PSU Awards	2023 PSU Awards
J. Eric Evans	$10,800,000	$8,712,000	$6,600,000
David T. Doherty	4,320,000	3,960,000	2,100,000
Jennifer B. Baldock	3,240,000	2,970,000	1,800,000
Marissa A. Brittenham	1,296,000	1,188,000	750,000
W. Trent Webb	1,620,000	N/A	N/A
Harrison R. Bane	2,214,000	1,782,000	1,200,000


Name	Year	Company 401(k) match contributions (a)	Company contributions under the NQDC and SERP	Other (b)	Total
J. Eric Evans	2025	$10,500	$10,842	$1,000	$22,342
	2024	10,350	—	1,000	11,350
	2023	6,600	—	1,000	7,600
David T. Doherty	2025	10,500	—	—	10,500
	2024	10,350	—	—	10,350
	2023	6,600	—	—	6,600
Jennifer B. Baldock	2025	10,500	12,000	1,000	23,500
	2024	10,350	11,600	1,000	22,950
	2023	6,600	10,700	1,000	18,300
Marissa A. Brittenham	2025	10,500	—	500	11,000
	2024	10,350	—	500	10,850
	2023	6,600	—	500	7,100
W. Trent Webb	2025	8,875	—	900	9,775
Harrison R. Bane	2025	8,132	—	917	9,049
	2024	10,350	—	1,000	11,350
	2023	3,029	—	1,000	4,029


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All other stock awards: Number of shares of stock (# of shares)	Grant Date fair value of stock and option awards
Name	Type of Award	Grant Date	Threshold	Target	Maximum	Threshold (# of shares)	Target (# of shares)	Maximum (# of shares)
J. Eric Evans	Cash Incentive	—	$315,000	$1,260,000	$2,520,000	—	—	—	—	$—
	Restricted Stock (2)	3/4/25	—	—	—	—	—	—	84,033	2,000,000 (5)
	Restricted Stock (3)	3/4/25	—	—	—	—	—	—	29,411	700,000
	PSUs (4)	3/4/25	—	—	—	126,050	252,100	378,150	—	3,000,000 (6)
David T. Doherty	Cash Incentive	—	167,500	670,000	1,340,000	—	—	—	—	—
	Restricted Stock (2)	3/4/25	—	—	—	—	—	—	33,613	800,000 (5)
	Restricted Stock (3)	3/4/25	—	—	—	—	—	—	15,126	360,000
	PSUs (4)	3/4/25	—	—	—	50,420	100,840	151,260	—	1,200,000 (6)
Jennifer B. Baldock	Cash Incentive	—	154,500	618,000	1,236,000	—	—	—	—	—
	Restricted Stock (2)	3/4/25	—	—	—	—	—	—	25,210	600,000 (5)
	Restricted Stock (3)	3/4/25	—	—	—	—	—	—	14,285	340,000
	PSUs (4)	3/4/25	—	—	—	37,815	75,630	113,445	—	900,000 (6)
Marissa A. Brittenham	Cash Incentive	—	90,125	360,500	721,000	—	—	—	—	—
	Restricted Stock (2)	3/4/25	—	—	—	—	—	—	10,084	240,000 (5)
	Restricted Stock (3)	3/4/25	—	—	—	—	—	—	6,302	150,000
	PSUs (4)	3/4/25	—	—	—	15,126	30,252	45,378	—	360,000 (6)
W. Trent Webb	Cash Incentive	—	78,750	315,000	630,000	—	—	—	—	—
	Restricted Stock (2)	3/4/25	—	—	—	—	—	—	12,605	300,000 (5)
	Restricted Stock (3)	3/4/25	—	—	—	—	—	—	3,781	90,000
	PSUs (4)	3/4/25	—	—	—	18,907	37,814	56,721	—	450,000(6)
Harrison R. Bane	Cash Incentive	—	105,000	420,000	840,000	—	—	—	—	—
	Restricted Stock (2)	3/4/25	—	—	—	—	—	—	17,226	410,000 (5)
	Restricted Stock (3)	3/4/25	—	—	—	—	—	—	6,302	150,000
	PSUs (4)	3/4/25	—	—	—	25,840	51,680	77,520	—	615,000 (6)


	Stock Awards
Name		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting
J. Eric Evans		111,048 (1)	$2,859,486
		12,339 (2)	291,941
		22,316 (3)	537,369
		18,815 (4)	463,225
David T. Doherty		26,784 (5)	689,688
		4,464 (6)	113,787
		7,101 (3)	170,992
		8,552 (4)	210,550
Jennifer B. Baldock		22,209 (1)	571,882
		2,468 (2)	58,393
		6,086 (3)	146,551
		6,414 (4)	157,913


Marissa A. Brittenham	25,110 (5)	646,583
	3,534 (6)	90,082
	2,536 (3)	61,067
	1,443 (9)	35,527
	2,565 (4)	63,150
W. Trent Webb	856 (11)	22,042
	571 (12)	13,510
	1,014 (13)	24,417
	1,521 (14)	37,447
	3,043 (15)	73,275
	561 (9)	13,812
	1,068 (4)	26,294
	625 (10)	15,388
Harrison R. Bane	115,116 (7)	2,964,237
	12,791 (8)	290,228
	4,057 (3)	97,693
	721 (9)	17,751
	3,420 (4)	84,200
	416 (10)	10,242


	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price	Option Expiration Date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested (16)	Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not yet vested (#)	Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not yet vested (16)
J. Eric Evans	483,500 (1)	—	$11.54	4/1/2029	—	—	—	—
	—	—	—	—	22,318 (3)	344,813	—	—
	—	—	—	—	37,631 (4)	581,399	—	—
	—	—	—	—	84,033 (8)	1,298,310	—	—
	—	—	—	—	29,411 (9)	454,400	—	—
	—	—	—	—	—	—	66,950 (12)	1,034,378
	—	—	—	—	—	—	84,669 (13)	1,308,136
	—	—	—	—	—	—	126,050 (14)	1,947,473
David T. Doherty	—	—	—	—	7,101 (3)	109,710	—	—
	—	—	—	—	30,432 (5)	470,174	—	—
	—	—	—	—	17,105 (4)	264,272	—	—
	—	—	—	—	33,613 (8)	519,321	—	—
	—	—	—	—	15,126 (9)	233,697	—	—
	—	—	—	—	—	—	21,302 (12)	329,116
	—	—	—	—	—	—	38,486 (13)	594,609
	—	—	—	—	—	—	50,420 (14)	778,989
Jennifer B. Baldock	199,500 (2)	—	13.42	3/15/2029	—	—	—	—
	—	—	—	—	6,087 (3)	94,044	—	—
	—	—	—	—	22,824 (5)	352,631	—	—
	—	—	—	—	12,829 (4)	198,208	—	—
	—	—	—	—	25,210 (8)	389,495	—	—
	—	—	—	—	14,285 (9)	220,703	—	—
	—	—	—	—	—	—	18,259 (12)	282,102
	—	—	—	—	—	—	28,864 (13)	445,949
	—	—	—	—	—	—	37,815 (14)	584,242
Marissa A. Brittenham	—	—	—	—	2,537 (3)	39,197	—	—
	—	—	—	—	15,216 (5)	235,087	—	—
	—	—	—	—	1,443 (6)	22,294	—	—
	—	—	—	—	5,132 (4)	79,289	—	—
	—	—	—	—	10,084 (8)	155,798	—	—
	—	—	—	—	6,302 (9)	97,366	—	—
	—	—	—	—	—	—	7,608 (12)	117,544
	—	—	—	—	—	—	11,545 (13)	178,370
	—	—	—	—	—	—	15,126 (14)	233,697
W. Trent Webb	—	—	—	—	1,015 (3)	15,682	—	—
	—	—	—	—	1,522 (10)	23,515	—	—
	—	—	—	—	561 (6)	8,667	—	—
	—	—	—	—	2,139 (4)	33,048	—	—
	—	—	—	—	3,207 (11)	49,548	—	—
	—	—	—	—	1,252 (7)	19,343	—	—
	—	—	—	—	12,605 (8)	194,747	—	—
	—	—	—	—	3,781 (9)	58,416	—	—
	—	—	—	—	—	—	2,816 (15)	43,507
	—	—	—	—	—	—	18,907 (14)	292,113

SEC Form DEF 14A filed by Surgery Partners Inc.