Item 2.02 Results of Operations and Financial Condition

To the extent the information in Item 7.01 or Exhibit 99.1 relates to a completed fiscal period, such information is incorporated by reference into this Item 2.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Chief Financial Officer Succession



On January 5, 2023, the Board of Directors (the "Board") of R1 RCM Inc. (the
"Company") appointed Jennifer Williams to succeed Rachel Wilson as Chief
Financial Officer and Treasurer of the Company, effective immediately. Ms.
Wilson will remain employed by the Company in an advisory role to assist with
the transition.

Incoming Chief Financial Officer

Ms. Williams, age 46, has served as Executive Vice President, Business Chief
Financial Officer since June 21, 2022 when the Company closed the acquisition of
Revint Holdings, LLC ("Cloudmed"). Prior to joining the Company, Ms. Williams
served as Chief Financial Officer of Cloudmed beginning in July 2020. Prior to
Cloudmed, Ms. Williams served as Senior Vice President, Finance and Chief
Financial Officer of Corporate functions for Change Healthcare from October 2017
to July 2020 and led the financial integration of the Change Healthcare and
McKesson joint venture and its subsequent initial public offering. Earlier in
her career, Ms. Williams was the corporate controller and global finance leader
at First Advantage and held various leadership positions at LexisNexis Risk
Solutions. Ms. Williams began her career with Ernst & Young. Ms. Williams holds
B.S. and Master of Accountancy degrees from Auburn University and is a certified
public accountant.

In connection with Ms. Williams' appointment as Chief Financial Officer and
Treasurer, Ms. Williams and the Company entered into an Employment Terms &
Restrictive Covenant Agreement, dated as of January 5, 2023 (the "Williams
Employment Agreement"), providing for at-will employment for an indefinite term,
an annual base salary of $575,000, an annual discretionary target bonus
opportunity of 100% of base salary, and eligibility to participate in the
employee benefit programs of the Company generally available to senior
executives of the Company. Beginning in 2023, Ms. Williams will be entitled to
participate in the Company's long-term incentive program, for which the target
amounts of annual equity grants will equal 360% of her base salary. In the event
that Ms. Williams' employment with the Company is terminated by the Company
without Cause (as defined in the Williams Employment Agreement), Ms. Williams
will be entitled to post-departure compensation and benefits generally available
to executive vice presidents as disclosed in the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on December 22, 2022
(the "Standard EVP Agreement").

In addition, the Company has entered into an indemnification agreement with Ms.
Williams in the form that the Company has entered into with its other executive
officers, which provides that the Company will indemnify Ms. Williams to the
fullest extent permitted by law for claims arising in her capacity as an officer
of the Company, provided that she acted in good faith and in a manner that she
reasonably believed to be in, or not opposed to, the Company's best interests
and, with respect to any criminal proceeding, had no reasonable cause to believe
that her conduct was unlawful. In the event that the Company does not assume the
defense of a claim against Ms. Williams, the Company will be required to advance
her expenses in connection with her defense of that claim, provided that she
undertakes to repay all amounts advanced if it is ultimately determined that she
is not entitled to be indemnified by the Company.

There are no arrangements or understandings between Ms. Williams and any other
person pursuant to which Ms. Williams was appointed as Chief Financial Officer
and Treasurer of the Company. Ms. Williams does not have any family relationship
with any director, executive officer or person nominated or chosen by the
Company to become a director or executive officer of the Company. The Company is
not aware of any related person transactions (within the meaning of Item 404(a)
of Regulation S-K promulgated by the SEC) between Ms. Williams and the Company.


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The foregoing is not a complete description of the parties' rights and obligations under the Williams Employment Agreement and is qualified by reference to the full text and terms of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Outgoing Chief Financial Officer



In connection with Ms. Wilson's departure, it is expected that the Company and
Ms. Wilson will enter into a Separation Agreement and General Release (the
"Wilson Agreement"). Under the Wilson Agreement, Ms. Wilson will be entitled to
post-departure compensation and benefits in accordance with the Standard EVP
Agreement as well as a one-time lump sum cash payment of $250,000, all payable
following receipt of a standard general release. Ms. Wilson's departure will be
treated as a "Good Leaver Termination" (as such term is defined in the
applicable PBRSU award agreement) for purposes of the outstanding PBRSUs held by
Ms. Wilson as of the date of her departure.

Chief Commercial Officer Succession



On January 5, 2023, the Board also appointed Kyle Hicok to succeed Gary Long as
Chief Commercial Officer of the Company, effective immediately. Mr. Hicok will
enter into the Standard EVP Agreement in connection with his new position.

Mr. Long will remain employed by the Company in an advisory role to assist with
the transition. In connection with Mr. Long's departure, it is expected that the
Company and Mr. Long will enter into a Separation Agreement and General Release
(the "Long Agreement"). Under the Long Agreement, Mr. Long will be entitled to
post-departure compensation and benefits in accordance with the Standard EVP
Agreement. In addition, Mr. Long will be entitled to any remaining payments
under the terms of the 2022 R1 Sales Incentive Plan. Mr. Long's departure will
be treated as a "Good Leaver Termination" (as such term is defined in the
applicable PBRSU award agreement) for purposes of the outstanding PBRSUs held by
Mr. Long as of the date of his departure.

Item 7.01 Regulation FD Disclosure



On January 5, 2023, the Company issued a press release announcing the leadership
changes described above, reaffirming guidance for the year 2022 and announcing
guidance for the year 2023. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.

Item 9.01 Financial Statements and Exhibits



(d)          Exhibit Number      Description
                  10.1             Offer letter     agreement,     dated as of January 5, 2023, by and
                                 between R1 RCM Inc. and Jennifer Williams
                  99.1             Press Release dated January 5, 2023
                   104           Cover Page Interactive Data File - the cover page iXBRL tags are
                                 embedded within the Inline XBRL document

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