S-8

As filed with the Securities and Exchange Commission on May 22, 2024

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

R1 RCM INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	87-4340782
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

R1 RCM Inc.

433 W. Ascension Way

Suite 200

Murray, Utah 84123

(Address of Principal Executive Offices) (Zip Code)

R1 RCM Inc. Fifth Amended and Restated 2010 Stock Incentive Plan

(Full Title of the Plan)

M. Sean Radcliffe

Executive Vice President and General Counsel

R1 RCM Inc.

433 W. Ascension Way

Suite 200

Murray, Utah 84123

(312) 324-7820

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

R1 RCM Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 11,625,000 additional shares of common stock, $0.01 par value per share, of the Registrant (the “Common Stock”), which represent shares of Common Stock reserved and available for delivery with respect to awards under the Registrant’s Fifth Amended and Restated 2010 Stock Incentive Plan (the “Plan”) and shares of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan. In accordance with General Instruction E of Form S-8, and only with respect to the Common Stock being registered under the Plan, this Registration Statement hereby incorporates by reference the contents of the Company’s registration statements on Form S-8, filed by the Registrant with the Commission on May 17, 2023 (File No. 333-272015) and filed by the Registrant with the Commission on June 21, 2022 (File No. 333-265749), relating to the Registrant’s Third and Fourth Amended and Restated 2010 Stock Incentive Plan, except to the extent superseded hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Number	Description
4.1	R1 RCM Inc. Fifth Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 22, 2024)
5.1*	Opinion of Kirkland & Ellis LLP, counsel to the Registrant
23.1*	Consent of Ernst & Young LLP
23.2*	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
24.1*	Powers of Attorney (included on the signature pages of this Registration Statement)
107*	Calculation of Filing Fee Table

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Murray, Utah, on this 22nd day of May, 2024.

R1 RCM INC.

By: /s/ Lee Rivas                            

      Lee Rivas

      Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of R1 RCM Inc., hereby severally constitute and appoint Lee Rivas, Jennifer Williams, Pamela L. Spikner and M. Sean Radcliffe, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable R1 RCM Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 22, 2024.

Signature	Title
/s/ Lee Rivas	Chief Executive Officer and Director (Principal Executive Officer)
Lee Rivas
/s/ Jennifer Williams	Chief Financial Officer and Treasurer (Principal Financial Officer)
Jennifer Williams
/s/ Pamela L. Spikner	Chief Accounting Officer (Principal Accounting Officer)
Pamela L. Spikner
/s/ Bradford Kyle Armbrester	Director
Bradford Kyle Armbrester
/s/ Clay Ashdown	Director
Clay Ashdown

/s/ Agnes Bundy Scanlan	Director
Agnes Bundy Scanlan
/s/ Jeremy Delinsky	Director
Jeremy Delinsky
/s/ David M. Dill	Director
David M. Dill
/s/ Michael C. Feiner	Director
Michael C. Feiner
/s/ Joseph Flanagan	Director
Joseph Flanagan
/s/ John B. Henneman III	Lead Director
John B. Henneman III
/s/ Matthew Holt	Director
Matthew Holt
/s/ Neal Moszkowski	Director
Neal Moszkowski
/s/ Dominic Nakis	Director
Dominic Nakis
/s/ Ian Sacks	Director
Ian Sacks
/s/ Jill Smith	Director
Jill Smith
/s/ Anthony J. Speranzo	Chair of the Board
Anthony J. Speranzo
/s/ Anthony R. Tersigni	Director
Anthony R. Tersigni
/s/ Erik G. Wexler	Director
Erik G. Wexler

EX-5.1

Exhibit 5.1

	333 West Wolf Point Plaza Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com	Facsimile: +1 312 862 2200

R1 RCM Inc.

433 W. Ascension Way, Suite 200

Murray, Utah, 84123

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to R1 RCM Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) covering the offering and sale of up to 11,625,000 shares of common stock of the Company, par value $0.01 per share (the “Plan Shares”), pursuant to the R1 RCM Inc. Fifth Amended and Restated 2010 Stock Incentive Plan (the “Fifth A&R Plan”), including shares that may again become available for delivery with respect to awards under the Fifth A&R Plan pursuant to the share counting, share recycling and other terms and conditions of the Fifth A&R Plan.

In connection with the opinion expressed herein, we have reviewed such corporate records, certificates and other documents and such questions of law as we have deemed necessary or appropriate for the purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Fifth A&R Plan, (iv) the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), (v) the Company’s Amended and Restated Bylaws (the “Bylaws”) and (vi) such other certificates, instruments and documents as we have considered necessary for purposes of this opinion.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, the due authorization, execution and delivery of all documents by the parties thereto other than the Company, and that the Plan Shares will be issued in accordance with the terms of the Fifth A&R Plan. As to any facts material to the opinion expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company.

Austin Bay Area Beijing Boston Dallas Hong Kong Houston London Los Angeles Munich New York Paris Riyadh Salt Lake City Shanghai Washington, D.C.

R1 RCM Inc.

May 22, 2024

Page 2

Based upon and subject to the foregoing qualifications, assumptions and limitations and further limitations set forth below, we are of the opinion that the Plan Shares are duly authorized and, when (i) the Registration Statement related to the Plan Shares becomes effective under the Securities Act and (ii) the Plan Shares have been duly issued pursuant to and in accordance with the terms and conditions of the Fifth A&R Plan, the Charter and the Bylaws, the Plan Shares will be validly issued, fully paid and non-assessable.

We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue in its Charter exceeds the number of shares outstanding and the number of shares which the Company is obligated to issue (or has otherwise reserved for issuance) for any purposes other than issuances in connection with the Fifth A&R Plan by at least the number of shares of common stock which may be issued in connection with the Fifth A&R Plan and we have assumed that such condition will remain true at all future times relevant to this opinion. We have assumed that the Company will cause certificates, if any, representing the Plan Shares issued in the future to be properly executed and delivered and will take all other actions appropriate for the issuances of such Plan Shares. Our opinion assumes that the Registration Statement related to the Plan Shares will become effective under the Securities Act before any Plan Shares covered by such Registration Statement are sold.

The foregoing opinion is limited in all respects to the General Corporation Law of the State of Delaware. We do not express any opinion herein on the laws of any other jurisdiction.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Plan Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Very truly yours,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Fifth Amended and Restated 2010 Stock Incentive Plan of R1 RCM Inc. of our reports dated February 27, 2024, with respect to the consolidated financial statements of R1 RCM Inc. and the effectiveness of internal control over financial reporting of R1 RCM Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois

May 22, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

R1 RCM Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)(2)	Proposed Maximum Offering Price Per Unit (3)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee (4)
Equity	Common Stock, par value $0.01 per share	Rule 457(h)	11,625,000	$12.31	$143,103,750.00	0.00014760	$21,122.12
Total Offering Amounts					$143,103,750.00		$21,122.12
Total Fee Offsets							—
Net Fee Due							$21,122.12

(1)This Registration Statement on Form S-8 (the “Registration Statement”) covers 11,625,000 additional shares of common stock, par value $0.01 per share, of R1 RCM Inc., which represent shares of common stock reserved and available for delivery with respect to awards under the Registrant’s Fifth Amended and Restated 2010 Stock Incentive Plan (the “Plan”) and shares of common stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.

(2)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) promulgated under the Securities Act based on the average of the high and low sales prices per share of the Registrant’s common stock as reported on the Nasdaq Global Select Market on May 20, 2024.

(4)Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities under the Plan. Registration Statements on Form S-8 were filed previously on (i) May 17, 2023 (File No. 333-272015) covering an aggregate of 4,500,000 shares of common stock reserved for issuance pursuant to awards under the Plan, and on (i) June 21, 2022 (File No. 333-265749) covering an aggregate of 25,941,790 shares of common stock reserved for issuance pursuant to awards under the Plan.