The Board of Directors (the “Board”"Board") of Surgery Partners, Inc. (“("Surgery Partners,”" the “Company,” “we”"Company," "we," "us" or “us”"our") is soliciting your proxy to vote at the 20162024 annual meeting of stockholders (the "Annual Meeting") to be held solely by remote communication in a virtual meeting format on Thursday, June 6, 2024, at our corporate headquarters, located at 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee, 37215, on Tuesday, May 3, 2016, at 9:2:00 a.m.p.m. Central Daylight Time (CDT) and any adjournments of the annualAnnual Meeting.

Requests for registration should be directed to asus at the annualfollowing:

This Proxy Statement, summarizes the purposes of the meetingproxy card and the information you need to know to vote at the annual meeting.

All shares owned by you as of the close of business on March 14, 2016April 8, 2024 (the “Record Date”"Record Date") may be voted. You may cast one vote per share of common stock that you held on the Record Date. These include shares that are: (1) held directly in your name as the stockholder of record, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. On the Record Date, Surgery Partners, Inc.the Company had 48,156,990127,101,670 shares of common stock issued and outstanding.

Most stockholders of Surgery Partners, Inc.the Company hold their shares through a stockbroker,broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

If your shares are registered directly in your name with the Company’sCompany's transfer agent, Computershare, Investor ServicesInc. (a subsidiary of Computershare Trust Company, N.A.), you are considered the stockholder of record with respect to those shares, and the proxy materials are being sent directly to you. As the stockholder of record, you have the right to grantdirect your votingvote by proxy directly to the persons named as proxy holders, Michael T. Doyle, the Company’s Chief Executive Officer, and Christopher Laitala, the Company’s Chairman of the Board, or to vote in person at the annual meeting.Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or nominee who is considered,the stockholder of record with respect to those shares, the stockholder of record.such shares. As the beneficial owner, you are invited to attend the annual meeting.Annual Meeting. You also have the right to direct your broker on how to vote these shares. Your broker or nominee should have enclosed a voting instruction card for you to direct your broker or nominee how to vote your shares. However, shares held in “street name”"street name" may be voted in person by you only if you obtain a signed proxy from the record holder (stock brokerage, bank or other nominee) giving you the right to vote the shares.

If you are a beneficial owner, follow the instructions provided on the proxy card or voting instruction card.card provided by your broker, bank or other intermediary. We urge you to review the proxy materials carefully before you vote.

You may revoke your proxy or change your voting instructions prior to the vote at the annual meeting.Annual Meeting. You may enter a new vote by mailing a new proxy card or new voting instruction card bearing a later date (which will automatically revoke your earlier voting instructions). Your new vote must be received by 11:59 p.m. CDT on May 2, 2016.June 5, 2024. You may also enter a

In the election of the director nominee (Proposal 1),For Proposal 1, your vote may be cast “FOR” the"FOR" each Class III director nominee, or you may “WITHHOLD”"WITHHOLD" from voting. Shares voting “WITHHOLD”"WITHHOLD" have no effect on the election of directors.

For ProposalProposals 2, 3 and 4, your vote may be cast “FOR”"FOR" or “AGAINST”"AGAINST" or you may “ABSTAIN.”"ABSTAIN." If you “ABSTAIN”"ABSTAIN" on this proposal,one of these proposals, it has no effect on the same effect asoutcome.

Any shares represented by proxies that are marked to “ABSTAIN”"ABSTAIN" from voting on a proposal will be counted as present in determining whether we have a quorum. They will also be counted in determining the total number of shares entitled to vote on a proposal. Abstentions and, if applicable, broker non-votes will not be counted as votes “FOR” a director nominee. Accordingly, abstentions"FOR" or "AGAINST" any proposal, and accordingly are not counted for the purposepurposes of determining the number of votes cast in the election of directors.on any proposal.

If your shares are held in “street name”"street name" and you do not instruct your broker on how to vote your shares, your broker, in its discretion, may either leave your shares unvoted or, on routine matters, may use its discretionary authority to vote your shares on routine matters. Only Proposal 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter.shares. If your broker returns a proxy card but does not vote your shares, this results in a “broker"broker non-vote.” Broker" Generally, broker non-votes will be counted as presentoccur when

Proposal 1 (election of the four Class IIII director nominee) is notnominees), Proposal 2 (approval, on an advisory basis, of the compensation paid by the Company to its named executive officers) and Proposal 3 (approval of the ESPP) are considered a routine matter,non-routine matters, and without your instruction, your broker cannot vote your shares. Because brokers do not haveshares on those proposals. Proposal 4 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter for which your broker has discretionary authority to vote on this proposal, broker non-votes will not be considered in determining the number of votes necessary for approval and, therefore, will have no effect on the outcome of the votes for Proposal 1. However,your shares. As a result, broker non-votes with respect to any proposal will be treated as shares present for purposes of determining a quorum at the annual meeting.Annual Meeting. Broker non-votes will not be counted as votes "FOR" or "AGAINST" any proposal, and accordingly are not counted for purposes of determining the number of votes cast on any proposal. Therefore, broker non-votes will have no effect on the outcome of any proposal.

We will announce preliminary voting results at the annual meetingAnnual Meeting and publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting.Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

Other than the twofour proposals described in this Proxy Statement, we do not expect any matters to be presented for a vote at the annual meeting.Annual Meeting. If you grant a proxy,other matters are properly presented to the stockholders for action at the Annual Meeting or any adjournments or postponements thereof, it is the intention of the persons named as proxy holders Michael T. Doyle,in the proxy card (J. Eric Evans, our Chief Executive Officer, and Christopher Laitala,Jennifer B. Baldock, our Chairman of the Board, will have the discretionExecutive Vice President and Chief Administrative and Development Officer) to vote yourin their discretion on all matters on which the shares on any additional matters properly presented for a vote at the annual meeting.represented by such proxy are entitled to vote. If for any unforeseen reason, any of the Company’s nomineeCompany's nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidatecandidate(s) as may be nominated by the Board.

A representative of Computershare Investor Services will act as theAn inspector of election will be appointed to, among other things, tabulate all votes and certify the tabulator of the votes for bank, broker and other stockholder of record proxies.results.

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Surgery Partners Inc. or to third parties except (1)(i) as necessary to meet applicable legal requirements, (2)(ii) to allow for the tabulation of votes and certification of the vote and (3)(iii) to facilitate a successful proxy solicitation by the Board.

Surgery Partners, Inc.The Company will pay the entire cost of soliciting proxies for the annual meeting,Annual Meeting, including costs for mailing the distributionNotice of Internet Availability, mailing printed proxy materials.materials upon request, and the solicitation of proxies. We have retained Computershare, Investor ServicesInc. to assist us with the distribution of the proxies and will pay their expenses. We will also reimburse brokers or nominees for the expenses that they incur for forwarding the proxies and any other proxy materials to their customers.proxies.

The following table sets forth information relating to the beneficial ownership of our common stock as of March 14, 2016,30, 2024 (except as otherwise indicated below), by:

Information with respect to beneficial ownership in the following table is based on the Company's review of information furnished by or on behalf of each director, officer, or beneficial owner of more than 5% of our common stock and filed with the Securities and Exchange Commission (“SEC”). Beneficial ownership is determined in accordance with SEC rules. The information in the following table does not necessarily indicate beneficial ownership for any other purpose. In general, under theseSEC rules, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person.

The percentage of shares of common stock beneficially owned is computed on the basis of 48,156,990127,101,670 shares of our common stock outstanding as of March 14, 2016.30, 2024. Shares of our common stock that a person has the right to acquire within 60 days of March 14, 201630, 2024 are deemed outstanding for purposes of computing the percentage ownership of such person’sperson's holdings, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. UnlessExcept as otherwise indicated below, and subject to applicable community property laws, we believe, based on information furnished by such persons, the address for each beneficial owner listed is c/o Surgery Partners, Inc., 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by regulation of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms or written representations from certain reporting persons received by us with respect to fiscal year 2015,2023, we believe that our executive officers and directors and persons who own more than 10% of a registered class of our equity securities have complied with all applicable filing requirements.requirements with respect to fiscal year 2023, except for (i) filing of a Form 3 upon the appointment of Ms. Burkhalter to Chief Human Resources Officer on January 29, 2023 that was inadvertently filed late on March 6, 2023, (ii) the sale of shares on August 29, 2023 to satisfy the tax withholding obligations in connection with a vesting event on August 28, 2023 for Mr. Doherty that was inadvertently reported late on a Form 4

Messrs. Adlerz, Evans, Hendrix and Kaplan have been nominated for and hashave agreed to stand for re-election to the Board toas Class III directors. The Class III directors will serve as a Class I directorterm of the Company for three years and until his successor is duly elected and qualified or until his death, resignation or removal, whichever is earliest to occur.

The Board unanimously recommends that you vote for this nominee for Class Ifollowing table sets forth the name, age (as of March 30, 2024) and position of individuals who currently serve as a director and proxies solicited byof the Board will be voted in favor thereof unless a stockholder has indicated otherwise on the proxy.Company.

Information concerning our nominees and directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the board of directorsBoard would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.

Our Board currently consists of fiveten directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The division of the three classes and their respective election dates are as follows:

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Our amended and restated certificate of incorporationcharter provides that directors will be elected at the annual meeting of the stockholders and each director elected will hold office until his or her successor is elected and qualified. The size of the Board shall be fixed from time to timeis determined exclusively by a majority vote of the directors then in office and vacancies and newly created directorships on the Board withare filled exclusively by a maximum of 15 members, provided that, prior to the date H.I.G. (through one or more of its affiliates) ceases to beneficially own 50% or more of our common stock, the sizemajority of the Board will be determineddirectors then in office, even if less than a quorum, or by a sole remaining director, except in each case, that any vacancy created by the affirmativeremoval of a director by the stockholders for cause shall only be filled, in addition to any other vote of holdersotherwise required by law, by vote of a majority of our common stock. Directors will (except for the filling of vacancies and newly created directorships) be elected by the holders of a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting andthen outstanding capital stock entitled to vote generally on the election of such directors.

The Board is responsible for selecting its ownnominating members for election by the stockholders with direct input from the Chief Executive Officer. It is the policyopinion of the Board that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’sCompany's stakeholders. It is also the policy of the Board that the composition of the Board at all times adhere to the standards of independence promulgated by the NASDAQ and as further clarified above under “Director Independence.” The Board believes that each director should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee the Company’sCompany's business. In addition, it believes that there are certain attributes that every director should possess, as reflected in its membership criteria. Accordingly, the Board considers the qualifications of directors and director candidates individually and in the broader context of its overall composition and the Company’sCompany's current and future needs. Among other things, the Board has determined that it is important to have directors with the following skills and experiences: leadership experience, as directors with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others; knowledge of the Company’sCompany's industry, particularly physician and patient relations, which is relevant to understanding the Company’sCompany's business and strategy; operations experience, as it gives directors a practical understanding of developing, implementing and assessing the Company’sCompany's business strategy and operating plan; risk management experience, which is relevant to oversight of the risks facing the Company’sCompany's business; financial/accounting experience, particularly knowledge of finance and financial reporting processes, which is relevant to understanding and evaluating the Company’sCompany's capital structure, financial statements and reporting requirements; and strategic planning experience, which is relevant to the Board’sBoard's review of the Company’sCompany's strategies and monitoring their implementation and results.

The Board also requires that each director be able to dedicate sufficient time to ensure the diligent performance of his or her duties on the Company’sCompany's behalf, including attending all Board and applicable committee meetings. In general, the Board does not have a policy limiting the number of other public company boards of directors upon which a director may sit. However, the Board shallwill consider the number of other boards of directors (or comparable governing bodies), particularly with respect to public companies, on which a prospective nominee is a member. Although the Board does not impose a limit on outside directorships, it does recognize the substantial time commitments attendant to membership on the Board and expects that directors devote all such time as is necessary to fulfill their accompanying responsibilities, both in terms of preparation for, and attendance and participation at, meetings.

Under our Corporate Governance Guidelines, directors are expected to use their reasonable best efforts to attend all or substantially all Board meetings and meetings of the committees of the Board on which they serve, as well as annual meetings of stockholders. During 2015,2023, there was one meetingwere six meetings of our Board, and the committees of the Board met a total of two times.Board. No current director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings of committees of the Board for the period during which the director served on the Board or such committee in 2015. 2023. All directors who served on the Board at the time of the 2023 annual meeting of stockholders attended the meeting.

Our Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board, primarily through its Audit Committee, oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value.

We have an Audit Committee, a Compensation, Culture and People Committee (“Compensation Committee”), a Nominating and Corporate Governance Committee (“Governance Committee”) and a CompensationCompliance and Ethics Committee with the composition and responsibilities described below. Each committee operates under a charter that is approved by our Board. The members of each committee are appointed by the Board and serve until their successor is elected and qualified, unless they are earlier removed or resign. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. Our Board has determined that Christopher Laitala, Adam Feinstein, Matthew I. Lozow and Brent Turner are independent directors under NASDAQ rules and Exchange Act rules.

Audit Committee

We have a separately standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The purpose of the Audit Committee is set forth in the Audit Committee charter. The Audit Committee’sCommittee's primary duties and responsibilities are to:

The Audit Committee is responsible for the purposeappointment, compensation, retention, oversight and replacement, if necessary, of preparing or issuing an audit report or related work or performing other audit, review or attest services for us.the Company's independent auditor. The outside auditors will report directly to the Audit Committee.

The Audit Committee currently consists of Christopher Laitala, Adam FeinsteinBrent Turner (chair), Teresa DeLuca, M.D. and Brent Turner. Messr. FeinsteinJohn A. Deane. Mr. Turner is both an independent director and an “audit"audit committee financial expert”expert" within the meaning of Item 407 of Regulation S-K, and serves as chair of the audit committee.Audit Committee. In addition, Messr. Turner isDr. DeLuca and Mr. Deane are also an independent directordirectors within the meaning of Item 407 of Regulation S-K. Messr. Laitala is an “affiliated person” under Rule 10A-3 of the Exchange Act and therefore does not meet the independence criteria for audit committee membership pursuant to NASDAQ rules. We are permitted to phase in our compliance with the independent audit committee requirements set forth in NASDAQ rules and relevant Exchange Act rules as follows: (i) one independent member at the time of listing, (ii) a majority of independent members within 90 days of listing and (iii) all independent members within one year of listing. We expect that, within one year of our listing on NASDAQ, Messr. Laitala will have resigned from ourThe Audit Committee and an independent director for audit committee

Compensation, Culture and People Committee

The purpose of the Compensation Committee is to assist the Board in fulfilling its responsibilities relating to oversight of the compensation of our directors, executive officers and other employees and the administration of our benefits and equity-based compensation programs. Our Board has adopted a written charter under which the Compensation Committee operates. A copy of the charter,operates, which satisfies the applicable standards of the SEC and NASDAQ,Nasdaq. A copy of the Compensation Committee charter is available on the “Investors-Corporate Governance”"Investors - Governance" page of our website at www.surgerypartners.com. The Compensation Committee annually reviews and assesses the adequacy of its charter.

The Compensation Committee’sCommittee's primary duties and responsibilities are to:

No member of our Compensation Committee is or has at any time during the past year been an officer or employee of ours.ours or any of our subsidiaries. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

The Company’s Insider Trading Policy expressly prohibits our employees, officers or directors from engaging in transactions that involve the purchase of financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to communicate withor that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company. In addition, all of our Board may do so by writingemployees, officers and directors are subject to the BoardCompany's Code of Conduct, which includes conflicts of interest provisions broadly prohibiting actions or activities that involve obtaining improper personal gain or advantage, or adversely affecting the interests of the Company.

The Compensation Committee adopted share ownership and retention guidelines applicable to the Company’s named executive officers and non-employee members of the Board as a group, at:directors. Please refer to "Compensation Discussion and Analysis -- Compensation Policies and Practices" for more information.