ACCENDRA HEALTH INC/VA/ 10-K

Item 9A. Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures We carried out an evaluation, with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. ​ 47 Table of Contents Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, controls deemed effective now may become inadequate in the future because of changes in conditions, or because compliance with policies or procedures has deteriorated or been circumvented. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on management’s assessment and the COSO criteria, management believes that our internal control over financial reporting was effective as of December 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their unqualified report which is included in this annual report. ​ ​ ​ /s/ Edward A. Pesicka ​ Edward A. Pesicka, President, Chief Executive Officer & Director ​ ​ ​ /s/ Jonathan A. Leon ​ Jonathan A. Leon, Executive Vice President & Chief Financial Officer ​ ​ ​ 48 Table of Contents Changes in Internal Control over Financial Reporting On December 31, 2025, we completed the sale of the P&HS business pursuant to the Purchase Agreement. We designed and implemented internal controls over financial reporting, including those related to discontinued operations accounting, which were assessed as of December 31, 2025. There were no other changes in our internal control over financial reporting that occurred during the fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the three months ended December 31, 2025, none of our directors or officers informed us of the adoption or termination of a trading plan intended to satisfy Rule 10b5-1(c). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. ​ 49 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Accendra Health, Inc.: ​ Opinion on Internal Control Over Financial Reporting We have audited Accendra Health, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 20, 2026 expressed an unqualified opinion on those consolidated financial statements. ​ Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become 50 Table of Contents inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ ​ ​ /s/ KPMG LLP ​ ​ ​ ​ Richmond, Virginia ​ February 20, 2026 ​ ​ ​ ​ 51 Table of Contents Part III Items 10-14. Information required by Items 10-14 can be found under Information about our Executive Officers under Part I of this Form 10-K and the registrant’s 2026 Proxy Statement pursuant to instructions G(3) of the General Instructions to Form 10-K. We have adopted an insider trading policy which governs transactions in our securities by the Company and its directors, officers, and teammates that is designed to promote compliance with insider trading laws, rules and regulations applicable to the Company. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K. Because our common stock is listed on the New York Stock Exchange (NYSE), our Chief Executive Officer is required to make, and he has made, an annual certification to the NYSE stating that he was not aware of any violation of the corporate governance listing standards of the NYSE. Our Chief Executive Officer made his annual certification to that effect to the NYSE as of June 10, 2025. In addition, we have filed, as exhibits to this Annual Report on Form 10-K, the certifications of our principal executive officer and principal financial officer required under Sections 906 and 302 of the Sarbanes-Oxley Act of 2002 to be filed with the Securities and Exchange Commission regarding the quality of our public disclosure. ​ 52 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules ​ ​ ​ The following documents are filed as part of this report: ​ Page Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 54 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2025, 2024 and 2023 55 Consolidated Balance Sheets as of December 31, 2025 and 2024 56 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 57 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 58 Notes to Consolidated Financial Statements 59 Report of Independent Registered Public Accounting Firm ( KPMG, LLP , Richmond, VA , Auditor Firm ID: 185 ) 86 ​ a) Exhibits: See Index to Exhibits on page 88. ​ 53 Table of Contents ACCENDRA HEALTH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net revenue ​ $ 2,762,032 ​ $ 2,680,112 ​ $ 2,552,572 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of net revenue ​ 1,472,733 ​ 1,399,732 ​ 1,335,552 Selling, general and administrative expenses ​ 1,067,560 ​ 1,082,344 ​ 1,001,656 Goodwill impairment charge ​ ​ — ​ ​ 307,112 ​ ​ — Transaction breakage fee ​ ​ 80,000 ​ ​ — ​ ​ — Acquisition-related charges and intangible amortization ​ 95,832 ​ 61,848 ​ 74,797 Exit and realignment charges, net ​ ​ 18,447 ​ ​ 46,806 ​ ​ 7,336 Total operating costs and expenses ​ ​ 2,734,572 ​ ​ 2,897,842 ​ ​ 2,419,341 Operating income (loss) ​ 27,460 ​ ( 217,730 ) ​ 133,231 Interest expense, net ​ 107,183 ​ 107,566 ​ 116,769 Transaction financing fees, net ​ 18,288 ​ — ​ — Other expense, net ​ 3,942 ​ 4,589 ​ 1,197 (Loss) income from continuing operations before income taxes ​ ( 101,953 ) ​ ( 329,885 ) ​ 15,265 Income tax provision ​ 729 ​ 20,850 ​ 6,360 (Loss) income from continuing operations, net of tax ​ ( 102,682 ) ​ ( 350,735 ) ​ 8,905 Loss from discontinued operations, net of tax ​ ( 997,960 ) ​ ( 11,951 ) ​ ( 50,206 ) Net loss ​ $ ( 1,100,642 ) ​ $ ( 362,686 ) ​ $ ( 41,301 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic loss per common share: ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations, net of tax ​ $ ( 1.34 ) ​ $ ( 4.57 ) ​ $ 0.12 Loss from discontinued operations, net of tax ​ ( 12.97 ) ​ ( 0.16 ) ​ ( 0.66 ) Net loss ​ $ ( 14.31 ) ​ $ ( 4.73 ) ​ $ ( 0.54 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations, net of tax ​ $ ( 1.34 ) ​ $ ( 4.57 ) ​ $ 0.12 Loss from discontinued operations, net of tax ​ ( 12.97 ) ​ ( 0.16 ) ​ ( 0.65 ) Net loss ​ $ ( 14.31 ) ​ $ ( 4.73 ) ​ $ ( 0.53 ) ​ See accompanying notes to consolidated financial statements. ​ 54 Table of Contents ACCENDRA HEALTH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net loss ​ $ ( 1,100,642 ) ​ $ ( 362,686 ) ​ $ ( 41,301 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ Currency translation adjustments ​ 26,211 ​ ( 15,145 ) ​ 7,141 Change in unrecognized net periodic pension costs ​ 1,053 ​ ( 655 ) ​ 2,086 Change in gains and losses on derivative instruments ​ ( 3,534 ) ​ ( 1,726 ) ​ ( 5,190 ) P&HS Sale reclassification adjustment ​ ​ 24,729 ​ ​ — ​ ​ — Total other comprehensive income (loss), net of tax ​ 48,459 ​ ( 17,526 ) ​ 4,037 Comprehensive loss ​ $ ( 1,052,183 ) ​ $ ( 380,212 ) ​ $ ( 37,264 ) ​ See accompanying notes to consolidated financial statements. ​ 55 Table of Contents ACCENDRA HEALTH, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands, except per share data) ​ ​ ​ ​ ​ ​ December 31, ​ 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ Current assets ​ ​ ​ ​ Cash and cash equivalents ​ $ 281,989 ​ $ 27,572 Accounts receivable, net ​ 95,907 ​ 218,270 Inventories, net ​ 74,435 ​ 67,581 Other current assets ​ 95,540 ​ 82,240 Current assets held for sale - discontinued operations ​ — ​ 1,625,354 Total current assets ​ 547,871 ​ 2,021,017 Patient service equipment and other fixed assets, net ​ 256,161 ​ 249,283 Operating lease assets ​ 109,099 ​ 126,928 Goodwill ​ 1,228,140 ​ 1,228,140 Intangible assets, net ​ 136,465 ​ 210,056 Other assets, net ​ 174,025 ​ 89,539 Noncurrent assets held for sale - discontinued operations ​ ​ — ​ ​ 731,193 Total assets ​ $ 2,451,761 ​ $ 4,656,156 Liabilities and (deficit) equity ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Accounts payable ​ $ 363,565 ​ $ 359,927 Accrued payroll and related liabilities ​ 69,426 ​ 73,678 Current portion of long-term debt ​ ​ 250,000 ​ ​ 42,866 Other current liabilities ​ 264,084 ​ 294,685 Current liabilities held for sale - discontinued operations ​ — ​ 1,080,896 Total current liabilities ​ 947,075 ​ 1,852,052 Long-term debt, excluding current portion ​ 1,799,876 ​ 1,798,393 Operating lease liabilities, excluding current portion ​ 70,317 ​ 89,466 Deferred income taxes, net ​ — ​ 19,436 Other liabilities ​ 95,471 ​ 72,551 Noncurrent liabilities held for sale - discontinued operations ​ — ​ 237,894 Total liabilities ​ 2,912,739 ​ 4,069,792 Commitments and contingencies ​ ​ ​ ​ (Deficit) equity ​ ​ ​ ​ Common stock, par value $ 2 per share; authorized - 200,000 shares; issued and outstanding - 76,388 shares and 77,199 shares ​ 152,777 ​ 154,398 Paid-in capital ​ 466,882 ​ 454,151 (Accumulated deficit) retained earnings ​ ( 1,079,752 ) ​ 27,159 Accumulated other comprehensive loss ​ ( 885 ) ​ ( 49,344 ) Total (deficit) equity ​ ( 460,978 ) ​ 586,364 Total liabilities and (deficit) equity ​ $ 2,451,761 ​ $ 4,656,156 ​ See accompanying notes to consolidated financial statements. ​ 56 Table of Contents ACCENDRA HEALTH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 1,100,642 ) ​ $ ( 362,686 ) ​ $ ( 41,301 ) Loss from discontinued operations, net of tax ​ ​ 997,960 ​ ​ 11,951 ​ ​ 50,206 Adjustments to reconcile net loss to cash (used for) provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 214,524 ​ 181,281 ​ 210,371 Goodwill impairment charge ​ ​ — ​ ​ 307,112 ​ ​ — Share-based compensation expense ​ 12,873 ​ 16,638 ​ 14,395 Loss (gain) on extinguishment of debt ​ — ​ 1,101 ​ ( 3,518 ) Deferred income tax benefit ​ ( 17,887 ) ​ ( 8,042 ) ​ ( 6,004 ) Changes in operating lease right-of-use assets and lease liabilities ​ 735 ​ 1,472 ​ ( 57 ) Gain from sale and dispositions of patient service equipment ​ ( 27,274 ) ​ ( 35,355 ) ​ ( 34,882 ) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ 122,363 ​ ( 3,677 ) ​ ( 8,991 ) Inventories ​ ( 6,854 ) ​ ( 4,591 ) ​ ( 5,352 ) Accounts payable ​ 6,478 ​ 66,894 ​ 5,245 Net change in other assets and liabilities ​ ( 56,779 ) ​ ( 36,026 ) ​ 146,532 Other, net ​ 8,999 ​ 7,614 ​ 9,814 Cash (used for) provided by operating activities from discontinued operations ​ ​ ( 256,286 ) ​ ​ 17,809 ​ ​ 404,252 Cash (used for) provided by operating activities ​ ( 101,790 ) ​ 161,495 ​ 740,710 Investing activities: ​ ​ ​ ​ ​ ​ Proceeds from P&HS sale ​ 342,351 ​ — ​ — Cash sold with P&HS sale ​ ​ ( 18,091 ) ​ ​ — ​ ​ — Additions to patient service equipment ($ 189 million, $ 167 million and $ 167 million) and other fixed assets ​ ( 190,956 ) ​ ( 170,286 ) ​ ( 172,375 ) Proceeds from sale of patient service equipment ​ 77,968 ​ 69,926 ​ 71,574 Additions to computer software ​ ​ ( 10,369 ) ​ ​ ( 12,379 ) ​ ​ ( 6,156 ) Other, net ​ ( 1,910 ) ​ 14,703 ​ ( 936 ) Cash used for investing activities from discontinued operations ​ ​ ( 54,570 ) ​ ​ ( 18,497 ) ​ ​ ( 29,361 ) Cash provided by (used for) investing activities ​ 144,423 ​ ( 116,533 ) ​ ( 137,254 ) Financing activities: ​ ​ ​ ​ ​ ​ Borrowings under amended Receivables Financing Agreement ​ — ​ 1,465,800 ​ 476,000 Repayments under amended Receivables Financing Agreement ​ — ​ ( 1,465,800 ) ​ ( 572,000 ) Borrowings under Revolving Credit Facility ​ ​ 2,914,784 ​ ​ 635,800 ​ ​ — Repayments under Revolving Credit Facility ​ ​ ( 2,711,284 ) ​ ​ ( 635,800 ) ​ ​ — Repayments of debt ​ — ​ ( 244,197 ) ​ ( 320,693 ) Repurchase of common stock ​ ( 10,179 ) ​ — ​ — Other, net ​ ( 3,116 ) ​ ( 5,826 ) ​ 5,637 Cash used for financing activities from discontinued operations ​ ​ ( 2,127 ) ​ ​ ( 17,580 ) ​ ​ ( 6,274 ) Cash provided by (used for) financing activities ​ 188,078 ​ ( 267,603 ) ​ ( 417,330 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ​ 1,896 ​ ( 901 ) ​ 613 Net increase (decrease) in cash, cash equivalents and restricted cash ​ 232,607 ​ ( 223,542 ) ​ 186,739 Cash, cash equivalents and restricted cash at beginning of period ​ 49,382 ​ 272,924 ​ 86,185 Cash, cash equivalents and restricted cash at end of period ​ $ 281,989 ​ $ 49,382 ​ $ 272,924 Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ Income taxes paid, net ​ $ 12,471 ​ $ 5,553 ​ $ ( 6,283 ) Interest paid ​ $ 134,710 ​ $ 141,547 ​ $ 153,247 Noncash investing activity: ​ ​ ​ ​ ​ ​ Unpaid purchases of patient service equipment and other fixed assets at end of period ​ $ 74,119 ​ $ 84,562 ​ $ 77,279 See accompanying notes to consolidated financial statements. 57 Table of Contents ACCENDRA HEALTH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Shares ​ Common Stock ​ Paid-In ​ Retained ​ Comprehensive ​ ​ Total Equity ​ ​ Outstanding ​ ( $ 2 par value) ​ Capital ​ Earnings ​ Loss ​ (Deficit) Balance, December 31, 2022 76,279 ​ $ 152,557 ​ $ 418,894 ​ $ 431,146 ​ $ ( 35,855 ) ​ $ 966,742 Net loss — ​ — ​ — ​ ( 41,301 ) ​ — ​ ( 41,301 ) Other comprehensive income — ​ — ​ — ​ — ​ 4,037 ​ 4,037 Share-based compensation expense, exercises and other 267 ​ 535 ​ 15,291 ​ — ​ — ​ 15,826 Balance, December 31, 2023 76,546 ​ 153,092 ​ 434,185 ​ 389,845 ​ ( 31,818 ) ​ 945,304 Net loss — ​ — ​ — ​ ( 362,686 ) ​ — ​ ( 362,686 ) Other comprehensive loss — ​ — ​ — ​ — ​ ( 17,526 ) ​ ( 17,526 ) Share-based compensation expense, exercises and other 653 ​ 1,306 ​ 19,966 ​ — ​ — ​ 21,272 Balance, December 31, 2024 77,199 ​ 154,398 ​ 454,151 ​ 27,159 ​ ( 49,344 ) ​ 586,364 Net loss — ​ — ​ — ​ ( 1,100,642 ) ​ — ​ ( 1,100,642 ) Other comprehensive income — ​ — ​ — ​ — ​ 48,459 ​ 48,459 Share-based compensation expense, exercises and other ​ 1,144 ​ 2,289 ​ 12,731 ​ — ​ ​ — ​ ​ 15,020 Shares repurchased and retired ​ ( 1,955 ) ​ ​ ( 3,910 ) ​ ​ — ​ ​ ( 6,269 ) ​ — ​ ( 10,179 ) Balance, December 31, 2025 76,388 ​ $ 152,777 ​ $ 466,882 ​ $ ( 1,079,752 ) ​ $ ( 885 ) ​ $ ( 460,978 ) ​ See accompanying notes to consolidated financial statements. ​ 58 Table of Contents ACCENDRA HEALTH, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (in thousands, except per share data, unless otherwise indicated) Note 1—Summary of Significant Accounting Policies Accendra Health, Inc. (f/k/a Owens & Minor, Inc.) and subsidiaries (we, us, our or the Company) is a leading nationwide provider of products, technology, and services that supports health beyond the hospital for millions of people each year. We connect patients, providers, and insurers, delivering innovative solutions that help promote better health outcomes and improve quality of life for people living with chronic, complex, and acute health conditions. Together, our trusted brands, Apria and Byram Healthcare, bring nearly 90 years of combined experience in promoting health beyond the hospital in communities across the country. We are headquartered in Richmond, Virginia. Basis of Presentation and Consolidation. The consolidated financial statements include the accounts of Accendra Health, Inc. and the subsidiaries it controls and contain all adjustments necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. In connection with the sale of our Products & Healthcare Services (P&HS) business as detailed in the discontinued operations section below, we determined that our continuing operations’ business activities comprise a single operating and reporting segment. This determination is in accordance with ASC No. 280, Segment Reporting . Revision of Prior Period Consolidated Financial Statements . We revised our prior period financial statements to correct for a prior period accounting error that impacted our beginning retained earnings balance and total equity. The error, which was discovered during the first quarter of 2025, related to the over accrual of accounts payable that had accumulated over multiple years. We assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error was not material to any of our previously reported financial statements based upon the nature of the error, including the immaterial annual quantitative impacts to prior period consolidated statements of operations. Accordingly, the error was corrected through beginning retained earnings as of the earliest balance sheet date presented. The cumulative impact of the error correction on our retained earnings and total equity as of the earliest balance sheet date presented, was an increase of $ 21 million. The error also resulted in a cumulative $ 23 million reduction to accounts payable, a $ 1.6 million increase to other current liabilities, and a $ 0.5 million increase to other liabilities as of December 31, 2023. Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation. Discontinued Operations and Assets Held-for-Sale. On February 28, 2025, we announced that we were actively engaged in discussions regarding the anticipated sale of our P&HS business. On October 7, 2025, we entered into an Equity Purchase Agreement, (the Purchase Agreement) by and among the Company, Dominion Healthcare Acquisition Corporation, a Delaware corporation (the Purchaser), and Dominion Healthcare Holdings, L.P., a Delaware limited partnership (Purchaser Parent) to sell the P&HS business, for an aggregate of $ 375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expenses. On December 31, 2025, we completed the sale of the P&HS business pursuant to the Purchase Agreement. We have retained a 5 % equity interest in the P&HS business, which is reflected in other assets, net on our consolidated balance sheets. Following the sale, we retained a 5 % equity interest in the P&HS business, which is reflected in other assets, net on our consolidated balance sheets. The P&HS business was initially classified as discontinued operations and assets held for sale as of June 30, 2025. In accordance with GAAP, the financial position and results of operations of the P&HS business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. With the exception of Note 3, the Notes to the Consolidated Financial Statements reflect the continuing operations of Accendra 59 Table of Contents Health, Inc. unless otherwise noted. In connection with the sale, we entered into certain transitional services arrangements with the Purchaser that governs the parties’ relationship following the closing. See Note 3 for additional information regarding discontinued operations and assets held for sale. ​ Use of Estimates. The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Significant estimates are used for, but are not limited to, variable consideration, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, estimated fair values of the net assets acquired in business combinations, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies. Actual results may differ from these estimates. Cash and Cash Equivalents. Cash and cash equivalents includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash and cash equivalents are stated at cost. Nearly all of our cash and cash equivalents are held in cash depository accounts in major banks in the U.S. Cash that has restrictions on its availability to us would be classified as restricted cash. There was no restricted cash as of December 31, 2025 and 2024. The following table provides a reconciliation of cash and cash equivalents reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows. As there were no discontinued operations or restricted cash as of December 31, 2025, only 2024 is presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 Cash and cash equivalents ​ ​ $ 27,572 Cash and cash equivalents of held for sale - discontinued operations ​ ​ 21,810 Total cash and cash equivalents ​ ​ $ 49,382 ​ Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are included in accounts payable in our consolidated balance sheets, as they are similar to trade payables and are not subject to finance charges or interest. Changes in book overdrafts are classified as operating activities in our consolidated statements of cash flows. Accounts Receivable, Net. Due to the nature of our industry and the reimbursement environment in which we operate, certain estimates are required to record net revenues and accounts receivable at their net realizable values, including estimating variable consideration. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements, contractual terms, and the uncertainty of reimbursement amounts for certain services may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application, claim amount or account review. Included in accounts receivable were earned but unbilled receivables of $ 30 million as of December 31, 2025 and 2024. Delays, ranging from a single day to several weeks, between the date of service and billing can occur due to delays in obtaining certain required Payor-specific documentation from internal and external sources. Earned but unbilled receivables are aged from the date of service and are considered in our analysis of historical performance and collectability. Receivables Sale Program. On October 18, 2024, we entered into a Receivables Purchase Agreement (the Receivables Sale Program) with persons from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $ 450 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. Transactions under this agreemen t are accounted for as sales in accordance with ASC 860, Transfers and Servicing , with the sold receivables removed from our consolidated balance sheets. Under the Receivables Sale Program, we provide certain servicing and collection actions on behalf of the Purchasers; however, we do not maintain any beneficial interest in the accounts receivable sold. 60 Table of Contents Proceeds from the sales of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances in the consolidated balance sheets. Cash received from the sales of accounts receivable is reflected in the change in accounts receivable within cash provided by operating activities in the consolidated statements of cash flows. Total accounts receivable sold and net cash proceeds under the Receivables Sale Program were $ 1.6 billion during the year ended December 31, 2025, approximately $ 325 million of which related to continuing operations. We collected $ 1.6 billion of the sold accounts receivable for the year ended December 31, 2025, approximately $ 330 million of which related to continuing operations. The losses on sales of accounts receivable of continuing operations, inclusive of professional fees incurred to establish the agreement, recorded in selling, general, and administrative expenses in the consolidated statements of operations were $ 2.2 million for the year ended December 31, 2025. In connection with the amendment to the Receivables Sale Program, as described below, any uncollected accounts receivable sold were settled on December 31, 2025. Total accounts receivable sold and net cash proceeds under the Receivables Sale Program were $ 168 million during the year ended December 31, 2024, approximately $ 34 million of which related to continuing operations. We collected $ 98 million of the sold accounts receivable for the year ended December 31, 2024, approximately $ 20 million of which related to continuing operations. The losses on sales of accounts receivable of continuing operations, inclusive of professional fees incurred to establish the agreement, recorded in selling, general and administrative expense in the consolidated statements of operations were $ 0.4 million for the year ended December 31, 2024. As of December 31, 2024, there was a total of $ 70 million of uncollected accounts receivable sold and removed from our consolidated balance sheet under the Receivables Sale Program, $ 14 million of which related to continuing operations. Amended Receivables Sale Program. On December 31, 2025, we entered into an Amended & Restated Receivables Purchase Agreement (the Amended Receivables Sale Program) with persons from time to time party thereto, as Purchasers, PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $ 150 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. The Receivables Sale Program amends and restates, in its entirety, the Receivables Sale Program, dated as of October 18, 2024. Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing , with the sold receivables removed from our consolidated balance sheets. Under the Receivables Sale Program, we provide certain servicing and collection actions on behalf of the Purchasers; however, we do not maintain any beneficial interest in the accounts receivable sold. The Receivables Sale Program has a Scheduled Termination Date of October 18, 2027. Total accounts receivable sold under the Amended Receivables Sale Program were $ 134 million. As of December 31, 2025 there was a total of $ 134 million of uncollected accounts receivable sold and removed from our consolidated balance sheet under the Amended Receivables Sale Program. Inventories, net. Inventories, net, which primarily include medical supplies to be sold to customers, are determined using the first-in, first-out or weighted-average cost method at the lower of cost or net realizable value. We periodically evaluate whether inventory valuation allowance adjustments are required. In our evaluation, we review for obsolete inventory and slow-moving inventory which includes consideration of recent sales trends. We write down inventories which are considered excess and obsolete as a result of these assessments within cost of net revenue. Shifts in market trends and conditions, as well as changes in customer or Payor preferences and behavior could affect the value of our inventories. Patient Service Equipment and Other Fixed Assets, Net . Patient service equipment consists of medical equipment rented to customers, primarily on a month-to-month basis, as well as equipment that may be sold. Patient service equipment depreciation expense is classified in our consolidated statements of operations within cost of net revenue for equipment rented to customers. Other fixed assets are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense for financial reporting purposes is generally computed on a 61 Table of Contents straight-line method over the estimated useful lives of the assets. In general, the estimated useful lives for computing depreciation are one to 10 years for patient service equipment, and up to 15 years for other fixed assets. Straight-line and accelerated methods of depreciation are used for income tax purposes. Normal maintenance and repairs are expensed as incurred, and renovations and betterments are capitalized. We suspend depreciation and amortization on assets that are held for sale. ​ Leases. We account for all of our lease arrangements, including for real estate, trucks, and patient service equipment, as operating leases. We enter into non-cancelable agreements to lease most of our office, branch and warehouse facilities with remaining terms generally ranging from one to six years . Certain building leases include renewal options which the exercise of is at our sole discretion. We generally do not include options to renew (or terminate) in our lease term, as part of our right-of-use assets and lease liabilities, as we generally do not have leases for which we believe we are reasonably certain to exercise those options. Leases with a term of 12 months or less are not recorded on the consolidated balance sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. The depreciable lives of right-of-use assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We elected the practical expedient to not separate lease and non-lease components for our leases. Operating lease assets and liabilities are recognized at the commencement date based on the present value of unpaid lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. We use the implicit rate when readily determinable. The right-of-use assets also include adjustments for any lease payments made and lease incentives received. Goodwill. We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. We evaluate goodwill for impairment annually, as of October 1, and if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Qualitative factors are first assessed to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not the fair value does not exceed the carrying amount, then a quantitative test is performed. We may be required to record a material charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill is determined. Intangible Assets, net. Intangible assets acquired through purchases or business combinations are stated at fair value at the acquisition date and net of accumulated amortization in the consolidated balance sheets. Intangible assets, consisting primarily of customer relationships, customer contracts and tradenames are amortized over their estimated useful lives. In determining the useful life of an intangible asset, we consider our historical experience in renewing or extending similar arrangements. Intangible assets are generally amortized over one to 15 years based on their pattern of economic benefit or on a straight-line basis. We suspend amortization on assets that are held for sale. Computer Software. We develop and purchase software for internal use. Software development costs incurred during the application development stage are capitalized. Once the software has been installed and tested, and is ready for use, additional costs incurred in connection with the software are expensed as incurred. Capitalized computer software costs are amortized over the estimated useful life of the software, usually between three and 10 years . Capitalized computer software costs are included in other assets, net, in the consolidated balance sheets. Unamortized software at December 31, 2025 and 2024 was $ 15 million and $ 26 million. Long-Lived Assets. Long-lived assets, which include patient service equipment, finite-lived intangible assets, right-of-use assets, unamortized software costs, and other fixed assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. We assess long- 62 Table of Contents lived assets for the potential impairments by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows. Self-Insurance Liabilities. We are self-insured for certain teammate healthcare, workers’ compensation and automobile liability costs; however, we maintain insurance for individual losses exceeding certain limits. Liabilities are estimated for healthcare costs using current and historical claims data. Liabilities for workers’ compensation and automobile liability claims are estimated using historical claims data and loss development factors. If the underlying facts and circumstances of existing claims change or the historical trends are not indicative of future trends, then we may be required to adjust the liability and related expense accordingly. Self-insurance liabilities are included in other current liabilities and other liabilities in the consolidated balance sheets and were $ 28 million and $ 27 million in total at December 31, 2025 and 2024. Revenue Recognition. Revenues are primarily recognized under fee-for-service arrangements for sales of supplies, equipment and other items we sell to customers and equipment we rent to customers. Revenue for sales of products, including equipment and supplies, is recognized when control of the promised goods is transferred to customers and is presented net of applicable sales taxes. Revenue generated from equipment that we rent to customers is primarily recognized as earned on a straight-line basis over the non-cancellable rental period, typically one month, and commences on delivery of the equipment to the customers. Fee-for-service arrangement revenues are recorded only to the extent it is probable that a significant reversal will not occur in the future as amounts may include implicit price concessions under reimbursement arrangements with third-party payors, including private insurers under both commercial and Medicare Advantage plans, prepaid health plans, Medicare, Medicaid and customers. Revenue is recognized under a portfolio approach, as we expect that this approach would not differ materially from considering each contract or performance obligation separately. We use the expected value method in determining the variable consideration as part of determining the sales transaction price using historical reimbursement experience, historical sales returns, and other operating trends. Payment terms and conditions vary by contract. Sales of equipment and supplies inclusive of amounts recognized under capitation arrangements for the years ended December 31, 2025, 2024 and 2023 were $ 2.1 billion, $ 2.0 billion and $ 1.8 billion. Rental revenues inclusive of amounts recognized under capitation arrangements for the years ended December 31, 2025, 2024 and 2023 were $ 679 million, $ 678 million and $ 708 million. Certain revenues are recognized under arrangements with third-party payors for which we stand ready to provide all necessary healthcare services to members for the period of the stand ready obligation which generally extends beyond one year. These agreements are generally referred to as capitation arrangements. Revenue is recognized over the month that the members are entitled to healthcare services using the monthly contractual rate for each covered member. The actual number of covered members may vary each month. Capitation payments are typically received in the month members are entitled to healthcare services. Revenue for these agreements amounted to $ 244 million, $ 238 million and $ 237 million for the years ended December 31, 2025, 2024, and 2023. The following table summarizes net revenue by product category: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ 2024 ​ 2023 Diabetes ​ ​ ​ $ 783,370 ​ ​ ​ $ 777,483 ​ ​ ​ $ 723,318 Sleep therapy ​ ​ 740,052 ​ ​ 702,950 ​ ​ 669,784 Home respiratory therapy ​ 433,050 ​ 435,954 ​ 457,675 Ostomy ​ 212,838 ​ 195,923 ​ 177,890 Wound care ​ 188,508 ​ 192,407 ​ 170,949 Urology ​ 116,022 ​ 107,121 ​ 97,985 Other ​ 288,192 ​ 268,274 ​ 254,971 Net revenue ​ $ 2,762,032 ​ $ 2,680,112 ​ $ 2,552,572 ​ ​ ​ 63 Table of Contents The following table summarizes net revenue by payor type: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ 2024 ​ 2023 Commercial payors (1) ​ $ 2,225,775 ​ $ 2,177,955 ​ $ 2,050,707 Medicare ​ ​ 497,797 ​ ​ 461,973 ​ ​ 463,471 Medicaid ​ ​ 38,460 ​ ​ 40,184 ​ ​ 38,394 Net revenue ​ $ 2,762,032 ​ $ 2,680,112 ​ $ 2,552,572 (1) Commercial payors includes revenue from Medicare Advantage plans. ​ Cost of Net Revenue . Cost of net revenue includes the cost of product sold, patient service equipment depreciation expense, and other costs which are primarily personnel costs related to the set-up and utilization of equipment. Cost of product sold includes non-cash expenses primarily for equipment converted from rental to sales in the amount of $ 47 million, $ 34 million and $ 36 million for the years ended December 31, 2025, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ 2024 ​ 2023 Cost of product sold ​ $ 1,323,336 ​ $ 1,245,684 ​ $ 1,172,760 Patient service equipment depreciation ​ ​ 126,830 ​ ​ 126,796 ​ ​ 138,444 Other costs ​ ​ 22,567 ​ ​ 27,252 ​ ​ 24,348 Cost of net revenue ​ $ 1,472,733 ​ $ 1,399,732 ​ $ 1,335,552 ​ Selling, General and Administrative (SG&A) Expenses. SG&A expenses include compensation costs, expenses for selling and administrative functions, shipping and handling costs and certain depreciation and amortization expense. Shipping and Handling. Shipping and handling costs are primarily included in SG&A expenses in the consolidated statements of operations and include costs to store, move, and prepare products for shipment, as well as costs to deliver products to customers. Shipping and handling costs totaled $ 288 million, $ 274 million, and $ 265 million for the years ended December 31, 2025, 2024, and 2023. Share-Based Compensation. We account for share-based payments to teammates at fair value and recognize the related expense primarily in SG&A expenses over the service period for awards expected to vest. The fair value of nonvested performance shares is dependent upon our assessment of the probability of achievement of financial targets for the performance period. Income Taxes. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided if it is more likely than not that a deferred tax asset will not be realized. When we have claimed tax benefits that may be challenged by a tax authority, an estimate of the effect of these uncertain tax positions is recorded. It is our policy to provide for uncertain tax positions and related interest and penalties based upon an assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax positions changes, based on our assessment, such changes in estimate may impact the income tax provision in the period in which such determination is made. Fair Value Measurements. Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or 64 Table of Contents indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3). The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued payroll and related liabilities reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The estimated fair value of our reporting unit determined during a quantitative review of goodwill utilizes unobservable inputs (Level 3).The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 8 for the fair value of debt. The fair value of our derivative contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 11 for the fair value of derivatives. Our acquisitions may include contingent consideration as part of the purchase price. The fair value of contingent consideration is estimated as of the acquisition date and at the end of each subsequent reporting period based on the present value of the contingent payments to be made using a weighted probability of possible payments (Level 3). Subsequent changes in fair value are recorded as adjustments to acquisition-related charges and intangible amortization within the consolidated statements of operations. Acquisition-Related Charges and Intangible Amortization. Acquisition-related charges consist primarily of one-time costs related to acquisitions, including transaction costs necessary to consummate acquisitions, which consist of investment banking advisory fees and legal fees, director and officer tail insurance expense, as well as transition costs, such as severance and retention bonuses, information technology (IT) integration costs and professional fees. For the years ended December 31, 2025 and 2024, we incurred $ 22 million of acquisition-related costs related to the terminated acquisition of Rotech Healthcare Holdings Inc. (Rotech), which consisted primarily of legal and professional fees. Acquisition-related charges for the year ended December 31, 2023 were $ 17 million, consisting of costs related to the acquisition of Apria. Acquisition-related charges and intangible amortization also include amortization of intangible assets established during acquisition method of accounting for business combinations. These amounts are highly dependent on the size and frequency of acquisitions. Transaction Breakage Fee. As previously disclosed, on July 22, 2024, we entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which we agreed to acquire Rotech subject to the terms and conditions within the Merger Agreement. On June 3, 2025, the Company, Rotech and Hitchcock Merger Sub Inc. mutually agreed to terminate the Merger Agreement and entered into a mutual termination agreement (the Termination Agreement). In accordance with the terms of the Termination Agreement, we incurred and made a cash payment to Rotech of $ 80 million during the year ended December 31, 2025. Exit and Realignment Charges, net . Exit and realignment charges, net consist of costs associated with optimizing our operations including significant changes to certain processes to increase net revenue and lower costs along with costs related to IT strategic initiatives and other strategic actions. These costs include, but are not limited to, professional fees, severance and other costs to streamline functions and processes. Costs associated with exit and realignment activities are recorded at their fair value when incurred. Liabilities are established at the cease-use date for remaining contractual obligations discounted using a credit-adjusted risk-free rate of interest. We evaluate these assumptions quarterly and adjust the liabilities accordingly. Severance benefits are generally recorded when payment is considered probable and reasonably estimable. These costs are not normal, cash operating expenses necessary for the Company to operate its business on an ongoing basis. Net (Loss) Income Per Share. Basic earnings per share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if restricted awards were exercised or converted into common stock. Business Combinations . We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective 65 Table of Contents fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. Recently Adopted Accounting Pronouncements . In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional annual income tax disclosures, including disclosure of reconciling items by jurisdiction and nature to the extent those items exceed a specified threshold. In addition, this ASU requires disclosure of income taxes paid, net of refunds received disaggregated by federal, state, and foreign and by jurisdiction if the amount is more than 5% of total income tax payments, net of refunds received. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2024. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We have adopted this ASU, which impacted our disclosures with no impacts to our results of operations, financial condition and cash flows. Recently Issued Accounting Pronouncements Not Yet Adopted. In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which will require additional disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2026. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows . In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting the assumption that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The amendments in this ASU are effective for us in annual and interim periods beginning after December 15, 2025. We do not expect this ASU to have a material impact on our consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which will require us to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). The amendments in this ASU are effective for us in annual periods beginning after December 15, 2027 and early adoption is permitted for all entities. The amendments in this Update allow us to apply the new guidance using either a prospective transition approach, a modified transition approach, or a retrospective transition approach. We expect this ASU to impact our disclosures and our results of operations, financial condition and cash flows and we will assess the impact upon adoption. ​ In December 2025, the FASB issued ASU No. 2025-11—Interim Reporting (Topic 270): Narrow-Scope Improvements, which will require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this Update apply to all entities that provide interim financial statements and notes in accordance with GAAP. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted for all entities. The amendments in this Update can be applied either prospectively or retrospectively. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows . ​ 66 Table of Contents Note 2—Significant Concentration Risk During the year ended December 31, 2025, our two largest commercial payors represented approximately 23 % and 14 % of our net revenue, derived from multiple separately managed contracts. Revenue reimbursed under arrangements with Medicare and state Medicaid programs was approximately 19 % of our net revenue for the year ended December 31, 2025. The largest commercial payor has terminated, or is in the process of terminating, certain of our contracts with them . The terminated agreements reflected $ 322 million or 12 % of our net revenue, including $ 231 million of capitation revenue, which represents nearly all of our capitation revenue, for the year ended December 31, 2025. During the year ended December 31, 2025, our three largest suppliers contributed 16 %, 14 % and 11 % of our patient service equipment and supplies purchases collectively accounting for approximately 40 % of our total purchases. ​ Note 3—Discontinued Operations and Assets Held-for-Sale On February 28, 2025, we announced that we were actively engaged in discussions regarding the anticipated sale of our P&HS business. On October 7, 2025, we entered into the Purchase Agreement by and among the Company, the Purchaser, and Purchaser Parent to sell the P&HS business, for an aggregate of $ 375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expenses. On December 31, 2025 we completed the sale of the P&HS business pursuant to the Purchase Agreement. We have retained a 5 % equity interest in the P&HS business. In accordance with GAAP, the financial position and results of operations of the P&HS business are presented as discontinued operations and assets held for sale and, as such, have been excluded from continuing operations for all periods presented. The P&HS business was initially classified as discontinued operations and assets held for sale as of June 30, 2025. Accordingly, the results of operations from our P&HS business are reported in the accompanying consolidated statements of operations as “Loss from discontinued operations, net of tax” for the years ended December 31, 2025, 2024 and 2023 and the related assets and liabilities are classified as held-for-sale as of December 31, 2024 in the accompanying consolidated balance sheets. We have allocated interest expense, net to discontinued operations as a ratio of net assets and total debt in accordance with ASC 205, Presentation of Financial Statements . The P&HS goodwill balance of $ 106 million was fully impaired during the second quarter of 2025. Our sale process provided a basis for the fair value of the P&HS business, which includes the Global Products reporting unit. We recognized a loss of $ 799 million during the year ended December 31, 2025 in connection with the classification of the related assets and liabilities as held-for-sale, based on the estimated fair value, less costs to sell. The fair value of the P&HS business was determined from information received during our sale process, including the completion of the sale on December 31, 2025. On December 31, 2025, we received cash proceeds of $ 342 million and recorded a $ 20 million equity investment for the 5 % retained equity interest, which is in other assets, net on our consolidated balance sheet as of December 31, 2025. Net proceeds of $ 324 million from the P&HS Sale, net of cash sold, as reported on our consolidated statement of cash flows, reflects $ 342 million of cash proceeds received and $ 18 million of P&HS cash conveyed. The final purchase price will be determined subsequent to the completion of the sale to reflect adjustments in accordance with the Purchase Agreement, including final net working capital adjustments. As of December 31, 2025, we estimated a purchase price adjustment receivable of approximately $ 12 million to $ 15 million, which is recorded within other current assets on our consolidated balance sheet. Subsequent changes in fair value will be recorded within discontinued operations. We have agreed to reimburse the Purchaser and its affiliates for 80 % of certain costs incurred in connection with the separation of P&HS from the Company’s retained business, subject to an aggregate cap of $ 65 million. We will be obligated to reimburse Purchaser for any such costs incurred after December 31, 2025, except that such reimbursements will not need to be paid: (1) in advance of April 1, 2026; (2) for amounts in excess of $ 15 million prior to October 1, 2026, or (3) for amounts in excess of $ 55 million prior to January 1, 2027. We and the Purchaser will provide certain transition services to the other party pursuant to a certain customary transition services agreement. Pursuant to the terms of the transition services agreement, we have agreed that, in certain circumstances, we may be obligated to provide up to $ 115 million in credit support to the P&HS business. 67 Table of Contents ​ The following table summarizes the financial results of our discontinued operations for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ 2024 ​ 2023 Net revenue ​ $ 7,909,655 ​ $ 8,020,771 ​ $ 7,781,395 Cost of goods sold ​ ​ 7,125,144 ​ ​ 7,081,996 ​ ​ 6,873,254 Gross profit ​ ​ 784,511 ​ ​ 938,775 ​ ​ 908,141 Distribution, selling, and administrative expenses ​ ​ 782,789 ​ ​ 835,046 ​ ​ 812,672 Acquisition-related charges and intangible amortization ​ ​ 12,549 ​ ​ 24,695 ​ ​ 26,240 Exit and realignment charges, net ​ ​ 72,379 ​ ​ 63,356 ​ ​ 91,791 Goodwill impairment charge ​ ​ 106,389 ​ ​ — ​ ​ — Loss on classification to held for sale ​ ​ 798,934 ​ ​ — ​ ​ — Other operating expense, net ​ ​ 10,932 ​ ​ 5,717 ​ ​ 6,161 Operating (loss) income ​ ​ ( 999,461 ) ​ ​ 9,961 ​ ​ ( 28,723 ) Interest expense, net ​ ​ 36,001 ​ ​ 36,238 ​ ​ 41,146 Other expense ​ ​ 1,405 ​ ​ 1,195 ​ ​ 122 Loss from discontinued operations before income taxes ​ ​ ( 1,036,867 ) ​ ​ ( 27,472 ) ​ ​ ( 69,991 ) Income tax benefit for discontinued operations ​ ​ ( 38,907 ) ​ ​ ( 15,521 ) ​ ​ ( 19,785 ) Loss from discontinued operations, net of tax ​ $ ( 997,960 ) ​ $ ( 11,951 ) ​ $ ( 50,206 ) ​ ​ 68 Table of Contents As discussed above, the sale of the P&HS business was completed and therefore the assets and liabilities are not reflected on the consolidated balance sheets at December 31, 2025. The assets and liabilities of the P&HS business reflected on the consolidated balance sheets at December 31, 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 Assets held for sale - discontinued operations ​ ​ Cash and cash equivalents ​ $ 21,810 Accounts receivable, net ​ 471,971 Merchandise inventories ​ 1,064,298 Other current assets, net ​ 67,275 Current assets held for sale - discontinued operations ​ 1,625,354 Property and equipment, net ​ 260,064 Operating lease assets ​ 228,699 Goodwill ​ 103,140 Intangible assets, net ​ 88,670 Deferred tax assets ​ ​ 6,726 Other noncurrent assets, net ​ 43,894 Total assets held for sale - discontinued operations ​ $ 2,356,547 Liabilities held for sale - discontinued operations ​ ​ Accounts payable ​ $ 868,764 Accrued payroll and related liabilities ​ 77,046 Current portion of long-term debt ​ ​ 2,683 Other current liabilities ​ 82,400 Operating lease liabilities, current portion ​ ​ 50,003 Current liabilities held for sale - discontinued operations ​ 1,080,896 Long-term debt, excluding current portion ​ 9,654 Operating lease liabilities, excluding current portion ​ 196,746 Other liabilities ​ 28,474 Deferred tax liabilities ​ 3,020 Total liabilities held for sale - discontinued operations ​ $ 1,318,790 ​ As of December 31, 2024, the assets and liabilities held for sale are classified separately as current or noncurrent because the noncurrent assets and liabilities did not meet the criteria for current classification as of December 31, 2024. ​ Receivables Purchase Agreement (RPA). On March 14, 2023, we entered into the RPA, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $ 200 million are sold, on a limited-recourse basis, to the Purchaser (as defined therein) in exchange for cash. We account for these transactions as sales with the sold receivables removed from our consolidated balance sheets. Under the RPA, we provide certain servicing and collection actions on behalf of the Purchaser; however, we do not maintain any beneficial interest in the accounts receivable sold. The RPA is separate and distinct from the Receivables Financing Agreement and the amendment as described below. As a result of the amendment described below, we did not utilize the RPA in the year ended December 31, 2025. Proceeds from the sale of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to current assets of discontinued operations, in the consolidated balance sheets. Cash received from the sale of accounts receivable, net of payments made to the Purchaser, is reflected as cash provided by operating activities in the consolidated statements of cash flows. The accounts receivable sold under the RPA were entirely accounts receivable of the P&HS business. Total accounts receivable sold under the RPA and net cash proceeds were $ 1.7 billion and $ 1.4 billion during the years ended December 31, 2024 and 2023. We collected $ 1.9 billion and $ 1.3 billion of the sold accounts receivable for the years ended December 31, 2024 and 2023. The losses on sales of accounts receivable are recorded in other operating expense (income), net in the consolidated statements of operations and were $ 11 million for the years ended December 31, 2024 and 2023. 69 Table of Contents Receivables Sale Program. On October 18, 2024, we entered into a Receivables Purchase Agreement (the Receivables Sale Program) with persons from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $ 450 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing , with the sold receivables removed from our consolidated balance sheets. Under the Receivables Sale Program, we provide certain servicing and collection actions on behalf of the Purchasers; however, we do not maintain any beneficial interest in the accounts receivable sold. Proceeds from the sales of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances in the consolidated balance sheets. Cash received from the sales of accounts receivable, is reflected in the change in accounts receivable within cash provided by operating activities in the consolidated statements of cash flows. Total accounts receivable sold and net cash proceeds under the Receivables Sale program were $ 1.6 billion during the year ended December 31, 2025, approximately $ 1.3 billion of which related to discontinued operations. We collected $ 1.6 billion of the sold accounts receivable for the year ended December 31, 2025, approximately $ 1.3 billion of which related to discontinued operations. The losses on sales of accounts receivable of continuing operations, inclusive of professional fees incurred to establish the agreement, recorded in loss on discontinued operations, net of tax in the consolidated statements of operations were $ 8.7 million for the year ended December 31, 2025. In connection with the amendment to the Receivables Sale Program, as described below, any uncollected accounts receivable sold were settled on December 31, 2025. Total accounts receivable sold and net cash proceeds under the Receivables Sale program were $ 168 million during the year ended December 31, 2024, approximately $ 134 million of which related to discontinued operations. We collected $ 98 million of the sold accounts receivable for the year ended December 31, 2024, approximately $ 78 million of which related to discontinued operations. The losses on sales of accounts receivable of continuing operations, inclusive of professional fees incurred to establish the agreement, recorded in loss on discontinued operations, net of tax in the consolidated statements of operations were $ 1.5 million for the year ended December 31, 2024. As of December 31, 2025, there was no uncollected accounts receivable sold and removed from our consolidated balance sheet related to discontinued operations. As of December 31, 2024, there was a total of $ 70 million of uncollected accounts receivable sold and removed from our consolidated balance sheet under the Receivables Sale Program, $ 56 million of which related to discontinued operations. Note 4—Patient Service Equipment and Other Fixed Assets, Net Patient service equipment and other fixed assets, net, consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2025 ​ 2024 Patient service equipment ​ $ 420,527 ​ $ 388,445 Building and leasehold improvements ​ ​ 13,522 ​ ​ 23,955 Other fixed assets ​ ​ 29,707 ​ ​ 20,628 Patient service equipment and other fixed assets, gross ​ ​ 463,756 ​ ​ 433,028 Accumulated depreciation and amortization ​ ​ ( 207,595 ) ​ ​ ( 183,745 ) Patient service equipment and other fixed assets, net ​ $ 256,161 ​ $ 249,283 ​ ​ 70 Table of Contents Note 5—Goodwill and Intangible Assets, Net At December 31, 2025 and 2024 we had goodwill of $ 1.2 billion, net of accumulated goodwill impairment of $ 307 million. As of October 1, 2025, we performed our annual impairment test and there were no impairments of goodwill. No impairment of goodwill was recorded for the year ended December 31, 2025 within continuing operations. Intangible assets subject to amortization, at December 31, 2025 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ Customer ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ Customer ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ Relationships ​ Tradenames ​ Intangibles ​ Relationships ​ Tradenames ​ Intangibles Intangible assets, gross ​ $ 132,300 ​ $ 143,000 ​ $ 38,000 ​ $ 132,300 ​ $ 143,000 ​ $ 38,000 Accumulated amortization ​ ( 76,472 ) ​ ( 71,081 ) ​ ( 29,282 ) ​ ( 24,326 ) ​ ( 56,437 ) ​ ( 22,481 ) Intangible assets, net ​ $ 55,828 ​ $ 71,919 ​ $ 8,718 ​ $ 107,974 ​ $ 86,563 ​ $ 15,519 Weighted average useful life ​ 6 years ​ 10 years ​ 6 years ​ 15 years ​ 10 years ​ 6 years ​ Amortization expense for intangible assets was $ 74 million, $ 40 million and $ 58 million for the years ended December 31, 2025, 2024, and 2023. The increase as compared to the prior year was driven by the remaining useful life for an intangible asset being modified as of June 30, 2025, as a result of a notice of a contract termination with a commercial Payor. The updated future intangible amortization is reflected in the table below. ​ As of December 31, 2025, based on the current carrying value of intangible assets subject to amortization and expected remaining useful life, estimated amortization expense were as follows: ​ ​ ​ ​ ​ Year ​ ​ ​ ​ ​ 2026 ​ $ 68,122 2027 ​ 13,872 2028 ​ 11,953 2029 ​ 11,953 2030 ​ 11,953 Thereafter ​ ​ 18,612 Total future amortization ​ $ 136,465 ​ ​ Note 6—Leases The components of lease expense were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ Classification ​ ​ ​ 2025 ​ ​ ​ 2024 2023 Operating lease cost ​ SG&A expenses ​ $ 52,333 ​ $ 53,283 ​ $ 47,090 Short-term lease cost ​ SG&A expenses, Cost of net revenue ​ 6,475 ​ 10,203 ​ 7,106 Variable lease cost ​ SG&A expenses, Cost of net revenue ​ 24,746 ​ 25,024 ​ 24,368 Total lease cost ​ ​ ​ $ 83,554 ​ $ 88,510 ​ $ 78,564 ​ Variable lease cost consists primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities and patient service equipment which are paid as incurred. ​ 71 Table of Contents Supplemental balance sheet information was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ ​ ​ ​ Classification ​ ​ ​ 2025 ​ ​ ​ 2024 Assets: ​ ​ ​ ​ ​ ​ ​ Operating lease assets ​ Operating lease assets ​ $ 109,099 ​ $ 126,928 Liabilities: ​ ​ ​ ​ ​ ​ Current operating leases ​ Other current liabilities ​ $ 43,272 ​ $ 41,217 Noncurrent operating leases ​ Operating lease liabilities, excluding current portion ​ 70,317 ​ 89,466 Total operating lease liabilities ​ ​ ​ $ 113,589 ​ $ 130,683 ​ Other information related to leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Supplemental cash flow information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 52,705 ​ $ 52,606 ​ $ 49,352 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 33,211 ​ $ 40,176 ​ $ 69,666 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (years) ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ 3.3 ​ 3.7 ​ 4.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ 8.0 % ​ 6.2 % ​ 5.8 % ​ Maturities of lease liabilities as of December 31, 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ $ 49,425 2027 ​ 36,682 2028 ​ 24,709 2029 ​ 13,396 2030 ​ 6,423 Thereafter ​ 2,207 Total lease payments ​ 132,842 Less: Interest ​ ( 19,253 ) Present value of lease liabilities ​ $ 113,589 ​ ​ Note 7—Exit and Realignment Charges, Net We incur exit and realignment and other charges associated with optimizing our operations which include IT strategic initiatives and other strategic actions. These charges include professional fees, severance and other costs to streamline functions and enhance processes. These costs are not normal, cash operating expenses necessary for the Company to operate its business on an ongoing basis. Exit and realignment charges, net were $ 18 million, $ 47 million and $ 7.3 million for the years ended December 31, 2025, 2024 and 2023. These charges were primarily related to strategic operational improvements to increase net revenue and lower costs as well as a provision to accounts receivable related to our Fusion5 business which is in the process of being wound down. Exit and realignment charges, net for the year ended December 31, 2025 also 72 Table of Contents included a $ 4.8 million gain on sales of patient service equipment in response to the contract termination with a commercial Payor. As a result of the sale of our P&HS business, we expect to incur up to $ 65 million in future exit & realignment costs associated with reimbursement to the Purchaser for certain future costs incurred by the Purchaser, as described in Note 3. We will be obligated to reimburse Purchaser for any such costs incurred after December 31, 2025, except that such reimbursements will not need to be paid: (1) in advance of April 1, 2026; (2) for amounts in excess of $ 15 million prior to October 1, 2026, or (3) for amounts in excess of $ 55 million prior to January 1, 2027. The following table summarizes the activity related to exit and realignment cost accruals through December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Accrued exit and realignment costs, December 31, 2022 ​ $ 244 Provision for exit and realignment activities: ​ ​ Professional fees ​ 2,066 IT strategic initiatives and other ​ 5,270 Cash payments ​ ( 4,471 ) Accrued exit and realignment costs, December 31, 2023 ​ 3,109 Provision for exit and realignment activities: ​ ​ Professional fees ​ 36,173 IT strategic initiatives and other ​ 10,633 Cash payments ​ ( 43,183 ) Accrued exit and realignment costs, December 31, 2024 ​ ​ 6,732 Provision for exit and realignment activities: ​ ​ ​ Severance ​ ​ 5,365 Professional fees ​ ​ 8,351 IT strategic initiatives and other ​ ​ 1,491 Cash payments ​ ​ ( 17,295 ) Accrued exit and realignment costs, December 31, 2025 ​ $ 4,644 ​ In addition to the exit and realignment accruals in the preceding table and the $ 4.8 million gain on sales of patient service equipment, we also incurred $ 8.0 million of costs that were expensed as incurred for the year ended December 31, 2025, which primarily related to wind-down costs of Fusion5. ​ 73 Table of Contents Note 8—Debt Debt, net of unamortized deferred financing costs, as of December 31, 2025 and 2024 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ ​ Carrying ​ ​ ​ Estimated ​ ​ ​ Carrying ​ ​ ​ Estimated ​ ​ Amount ​ Fair Value ​ Amount ​ Fair Value Term Loan A ​ $ 324,647 ​ $ 321,356 ​ $ 322,957 ​ $ 327,066 Revolving Credit Facility ​ ​ 203,500 ​ ​ 203,500 ​ ​ — ​ ​ — 4.500 % Senior Notes, due March 2029 ​ 475,077 ​ 327,261 ​ 473,976 ​ 427,117 Term Loan B ​ 502,489 ​ 492,159 ​ 499,871 ​ 518,665 6.625 % Senior Notes, due April 2030 ​ 544,163 ​ 348,901 ​ 542,311 ​ 518,671 Other ​ — ​ ​ — ​ 2,144 ​ 2,144 Total debt ​ 2,049,876 ​ 1,693,177 ​ 1,841,259 ​ 1,793,663 Less current maturities, including anticipated repayments ​ ( 250,000 ) ​ ( 250,000 ) ​ ( 42,866 ) ​ ( 42,866 ) Long-term debt ​ $ 1,799,876 ​ $ 1,443,177 ​ $ 1,798,393 ​ $ 1,750,797 ​ On March 29, 2022, we entered into a Security Agreement Supplement pursuant to which the Security and Pledge Agreement (the Security Agreement), dated March 10, 2021 was supplemented to grant collateral on behalf of the holders of the 2024 Notes, and the parties secured under the credit agreements including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Grantors (as defined in the Security Agreement) in the Grantors’ present and future subsidiaries, subject to certain customary exceptions, and (b) all present and future personal property and assets of the Grantors, subject to certain exceptions. On March 29, 2022, we entered into a term loan credit agreement with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (the Credit Agreement) that provides for two credit facilities: (i) a $ 500 million Term Loan A facility (the Term Loan A), and (ii) a $ 600 million Term Loan B facility (the Term Loan B). The interest rate on the Term Loan A is based on the sum of either Term SOFR or the Base Rate and an Applicable Rate which varies depending on the current Debt Ratings or Total Leverage Ratio, determined as to whichever shall result in more favorable pricing to the Borrowers (each as defined in the Credit Agreement). The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate. The Term Loan A will mature in March 2027 and the Term Loan B will mature in March 2029. The Term Loan A and Term Loan B have $ 326 million and $ 511 million of principal outstanding excluding unamortized deferred financing costs as of December 31, 2025. On March 10, 2021, we issued $ 500 million of 4.500 % senior unsecured notes due in March 2029 (the 2029 Unsecured Notes), with interest payable semi-annually. The 2029 Unsecured Notes were sold at 100 % of the principal amount with an effective yield of 4.500 %. The 2029 Unsecured Notes have $ 479 million in principal outstanding excluding unamortized deferred financing costs as of December 31, 2025. On March 29, 2022, we issued $ 600 million of 6.625 % senior unsecured notes due in April 2030 (the 2030 Unsecured Notes), with interest payable semi-annually. The 2030 Unsecured Notes were sold at 100 % of the principal amount with an effective yield of 6.625 %. The 2030 Unsecured Notes have $ 552 million in principal outstanding excluding unamortized deferred financing costs as of December 31, 2025. The 2029 Unsecured Notes and the 2030 Unsecured Notes are subordinated to any of our secured indebtedness, including indebtedness under our credit agreements. On March 29, 2022, we entered into an amendment to our revolving credit agreement, dated as of March 10, 2021 with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (Revolving Credit Agreement). The amendment: (i) increased the aggregate revolving credit commitments under the Revolving Credit Agreement by $ 150 million, to an aggregate amount of $ 450 million and (ii) replaced the Eurocurrency Rate with the Adjusted Term SOFR Rate (each as defined in the Revolving Credit Agreement). The Revolving Credit Agreement matures in March 2027. 74 Table of Contents At December 31, 2025 we had $ 204 million in outstanding borrowings on our Revolving Credit Agreement. At December 31, 2024 our Revolving Credit Agreement was undrawn. At December 31, 2025 and December 31, 2024, we had letters of credit, which reduce Revolver availability, totaling $ 30 million and $ 31 million, leaving $ 217 million and $ 419 million available for borrowing. The Revolving Credit Agreement, the Credit Agreement, the 2029 Unsecured Notes and the 2030 Unsecured Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at December 31, 2025. As of December 31, 2025 , future principal payments due under our debt agreements or anticipated to be repaid within twelve months, were as follow s: ​ ​ ​ ​ Year ​ ​ ​ ​ ​ 2026 ​ $ 250,000 2027 ​ 279,750 2028 ​ — 2029 ​ 989,654 2030 ​ 552,189 ​ ​ ​ ​ Current maturities at December 31, 2025 include $ 250 million in debt anticipated to be voluntarily repaid within the next twelve months in connection with net cash proceeds received from the P&HS business sale. Note 9—Share-Based Compensation We maintain a share-based compensation plan (the Plan) that is administered by the Our People & Culture Committee of the Board of Directors. The Plan allows us to award or grant to officers, directors and teammates incentive, non-qualified and deferred compensation stock options, stock appreciation rights (SARs), performance stock units and performance shares (collectively Performance Stock Awards (PSAs)), restricted stock units and restricted stock (collectively Restricted Stock Awards (RSAs)) and unrestricted stock. We use authorized and unissued common shares for grants of RSAs, SARs, PSAs or for stock option exercises. At December 31, 2025, approximately 4.6 million common shares were available for issuance under the Plan. Unvested shares of approximately 1.8 million were cancelled in connection with closing the sale of the P&HS business. RSAs under the Plan generally vest over one , three or five years . PSAs under the Plan are issuable as restricted stock or common shares upon meeting performance goals and generally have a total performance and vesting period of three years . Under the 2018 Stock Incentive Plan, if outstanding equity awards are not assumed or substituted in connection with a change in control, unvested awards will vest in full upon the change in control. Under the 2023 Omnibus Incentive Plan, unless the individual award agreements provide otherwise, if the successor company assumes the awards, vesting of the award will be accelerated upon a subsequent termination of employment without cause or, if the teammates resigns for good reason (to the extent applicable), in each case, within 24 months following the change in control, with any performance-based awards deemed earned based on the greater of the target and actual performance levels. We recognize the fair value of stock-based compensation awards, which is based upon the market price of the underlying common stock at the grant date, on a straight-line basis over the estimated requisite service period. RSAs are earned based on service conditions and PSAs are earned based on service conditions, performance conditions, market conditions, or any combination of these. The fair value of PSAs as of the date of grant is estimated assuming that performance goals will be achieved at target levels. If such goals are not probable of being met, or are probable of being met at different levels, recognized compensation cost is adjusted to reflect the change in estimated fair value. Total share-based compensation expense for December 31, 2025, 2024 and 2023 was $ 13 million, $ 17 million and $ 14 million with recognized tax benefits of $ 3.3 million, $ 4.3 million and $ 3.7 million. During the year ended 75 Table of Contents December 31, 2025, we incurred a $ 4.0 million benefit for changes in performance achievement assumptions associated with our 2023, 2024, and 2025 PSAs within selling, general and administrative expenses in our consolidated statement of operations. Unrecognized compensation cost related to nonvested RSAs, net of estimated forfeitures, was $ 20 million at December 31, 2025. This amount is expected to be recognized over a weighted-average period of 1.9 years, based on the maximum remaining vesting period required under the awards. Unrecognized compensation cost related to nonvested PSAs as of December 31, 2025 was $ 3.7 million and will be recognized primarily in 2026 and 2027 if the related performance targets are met at the current level expected. The following table summarizes the activity and value of nonvested RSAs and PSAs for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ ​ December 31, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ ​ ​ Grant-date Fair ​ ​ ​ Grant-date Fair ​ ​ ​ Grant-date Fair ​ ​ ​ Number of ​ Value ​ Number of ​ Value ​ Number of ​ Value ​ ​ ​ Shares ​ Per Share ​ Shares ​ Per Share ​ Shares ​ Per Share ​ Nonvested awards at beginning of period ​ 1,970 ​ $ 21.45 ​ 1,985 ​ $ 21.70 ​ 1,722 ​ $ 22.52 ​ Granted ​ 2,494 ​ 9.18 ​ 1,024 ​ 23.37 ​ 1,945 ​ 18.34 ​ Vested ​ ( 660 ) ​ 21.67 ​ ( 685 ) ​ 25.16 ​ ( 1,076 ) ​ 14.04 ​ Forfeited ​ ( 443 ) ​ 19.50 ​ ( 354 ) ​ 21.25 ​ ( 606 ) ​ 26.82 ​ Nonvested awards at end of period ​ 3,361 ​ $ 12.56 ​ 1,970 ​ $ 21.45 ​ 1,985 ​ $ 21.70 ​ ​ The total fair value of RSAs and PSAs vested during the years ended December 31, 2025, 2024 and 2023 was $ 12 million, $ 16 million and $ 11 million. ​ 76 Table of Contents Note 10—Retirement Plan U.S. Retirement Plan. We have a frozen noncontributory, unfunded retirement plan for certain retirees in the U.S. (U.S. Retirement Plan). The following table sets forth the U.S. Retirement Plan’s financial status and the amounts recognized in our consolidated balance sheets: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2025 ​ 2024 Change in benefit obligation ​ ​ ​ ​ ​ Benefit obligation, beginning of year ​ $ 31,209 ​ $ 34,059 ​ Interest cost ​ 1,578 ​ 1,524 ​ Actuarial gain ​ 815 ​ ( 1,295 ) ​ Benefits paid ​ ( 3,043 ) ​ ( 3,079 ) ​ Benefit obligation, end of year ​ $ 30,559 ​ $ 31,209 ​ Change in plan assets ​ ​ ​ ​ ​ Fair value of plan assets, beginning of year ​ $ — ​ $ — ​ Employer contribution ​ 3,043 ​ 3,079 ​ Benefits paid ​ ( 3,043 ) ​ ( 3,079 ) ​ Fair value of plan assets, end of year ​ $ — ​ $ — ​ Funded status, end of year ​ $ ( 30,559 ) ​ $ ( 31,209 ) ​ Amounts recognized in the consolidated balance sheets ​ ​ ​ ​ ​ Other current liabilities ​ $ ( 2,899 ) ​ $ ( 2,936 ) ​ Other liabilities ​ ( 27,661 ) ​ ( 28,273 ) ​ Accumulated other comprehensive loss ​ 5,535 ​ 4,838 ​ Net amount recognized ​ $ ( 25,025 ) ​ $ ( 26,371 ) ​ Accumulated benefit obligation ​ $ 30,559 ​ $ 31,209 ​ Weighted average assumptions used to determine benefit obligation ​ ​ ​ ​ ​ Discount rate ​ 5.02 % 5.31 % Rate of increase in compensation levels ​ N/A ​ N/A ​ ​ Plan benefit obligations of the U.S. Retirement Plan were measured as of December 31, 2025 and 2024. Plan benefit obligations are determined using assumptions developed at the measurement date. The weighted average discount rate, which is used to calculate the present value of plan liabilities, is an estimate of the interest rate at which the plan liabilities could be effectively settled at the measurement date. When estimating the discount rate, we review yields available on high-quality, fixed-income debt instruments and use a yield curve model from which the discount rate is derived by applying the projected benefit payments under the plan to points on a published yield curve. The components of net periodic benefit cost for the U.S. Retirement Plan were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Interest cost ​ $ 1,578 ​ $ 1,524 ​ $ 1,827 ​ Recognized net actuarial loss ​ 118 ​ 198 ​ 431 ​ Net periodic benefit cost ​ $ 1,696 ​ $ 1,722 ​ $ 2,258 ​ Weighted average assumptions used to determine net periodic benefit cost ​ ​ ​ ​ ​ ​ ​ Discount rate ​ 5.31 % 4.68 % 4.87 % Rate of increase in future compensation levels ​ N/A ​ N/A ​ N/A ​ ​ Amounts recognized for the U.S. Retirement Plan as a component of accumulated other comprehensive loss as of the end of the year that have not been recognized as a component of the net periodic benefit cost are presented in the 77 Table of Contents following table. We expect to recognize approximately $ 0.2 million of the net actuarial loss reported in the following table as of December 31, 2025, as a component of net periodic benefit cost during 2026. ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 Net actuarial loss ​ $ ( 5,535 ) ​ $ ( 4,838 ) Deferred tax benefit ​ 3,660 ​ 3,479 Amounts included in accumulated other comprehensive loss, net of tax ​ $ ( 1,875 ) ​ $ ( 1,359 ) ​ As of December 31, 2025, the expected benefit payments required, based on the same assumptions used to measure our year-end benefit obligation, for each of the next five years and the five-year period thereafter for the U.S. Retirement Plan were as follows: ​ ​ ​ ​ ​ Year ​ ​ ​ ​ ​ 2026 ​ $ 2,864 2027 ​ 2,697 2028 ​ 2,531 2029 ​ 2,386 2030 ​ 2,220 2031-2035 ​ 8,263 ​ Note 11—Derivatives We are directly and indirectly affected by changes in interest rates, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes. We pay interest on our Credit Agreement which fluctuates based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates on our term loans, we entered into an interest rate swap agreement whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable amounts calculated by reference to the notional amount. The interest rate swaps were designated as cash flow hedges. Cash flows related to the interest rate swap agreement are included in interest expense, net. We determine the fair value of our interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data. We do not view the fair value of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure. All derivatives are carried at fair value in our consolidated balance sheets. We consider the risk of counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items. The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ ​ ​ Derivative Liabilities ​ ​ ​ ​ Amount ​ ​ ​ Maturity Date ​ ​ ​ Classification ​ ​ ​ Fair Value ​ ​ ​ Classification ​ ​ ​ Fair Value Interest rate swaps ​ $ 250,000 ​ March 2027 Other assets, net ​ $ 1,338 ​ Other liabilities ​ $ — ​ The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ ​ ​ Derivative Liabilities ​ ​ ​ ​ Amount ​ ​ ​ Maturity Date ​ ​ ​ Classification ​ ​ ​ Fair Value ​ ​ ​ Classification ​ ​ ​ Fair Value Interest rate swaps ​ $ 300,000 ​ March 2027 Other assets, net ​ $ 6,113 ​ Other liabilities ​ $ — ​ 78 Table of Contents The notional amount of the interest rate swap represents the amount in effect at the end of the period. Based on contractual terms, the notional amount will decrease in increments of $ 50 million on the last business day of March of each year until the maturity date. The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Loss ​ ​ ​ Location of Gain ​ ​ ​ Total Amount of Expense ​ ​ ​ Amount of Gain ​ ​ Recognized in ​ Reclassified from ​ Line Items Presented in the ​ Reclassified ​ ​ Other ​ Accumulated Other ​ Consolidated Statement of ​ from Accumulated ​ ​ Comprehensive ​ Comprehensive Loss ​ Operations in Which the ​ Other Comprehensive ​ ​ (Loss) Income ​ ​ ​ into Income ​ ​ ​ Effects are Recorded ​ ​ ​ Loss into Income Interest rate swaps ​ $ ( 1,047 ) Interest expense, net ​ $ 107,183 ​ $ 3,728 ​ The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain ​ Location of Gain ​ Total Amount of Expense ​ Amount of Gain ​ ​ Recognized in ​ Reclassified from ​ Line Items Presented in the ​ Reclassified ​ ​ Other ​ Accumulated Other ​ Consolidated Statement of ​ from Accumulated ​ ​ Comprehensive ​ Comprehensive Loss ​ Operations in Which the ​ Other Comprehensive ​ ​ (Loss) Income ​ into Income ​ Effects are Recorded ​ Loss into Income Interest rate swaps ​ $ 5,492 Interest expense, net ​ $ 107,566 ​ $ 7,826 ​ The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain ​ ​ ​ Location of Gain ​ ​ ​ Total Amount of Expense ​ Amount of Gain ​ ​ Recognized in ​ Reclassified from ​ Line Items Presented in the ​ Reclassified ​ ​ Other ​ Accumulated Other ​ Consolidated Statement of ​ from Accumulated ​ ​ Comprehensive ​ Comprehensive Loss ​ Operations in Which the ​ Other Comprehensive ​ ​ (Loss) Income ​ into Income ​ Effects are Recorded ​ Loss into Income Interest rate swaps ​ $ 2,707 Interest expense, net ​ $ 116,769 ​ $ 9,720 ​ The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. Note 12—Income Taxes The components of (loss) income from continuing operations before income taxes consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 (Loss) income from continuing operations before income taxes ​ ​ ​ ​ ​ ​ U.S. ​ $ ( 104,080 ) ​ $ ( 331,882 ) ​ $ 14,547 Foreign ​ $ 2,127 ​ $ 1,997 ​ $ 718 Total ​ $ ( 101,953 ) ​ $ ( 329,885 ) ​ $ 15,265 ​ ​ 79 Table of Contents The income tax provision consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ 2024 ​ 2023 Income tax provision from continuing operations ​ ​ ​ ​ ​ ​ ​ ​ ​ Current tax provision ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 15,770 ​ $ 22,935 ​ $ 7,504 State ​ ​ 1,205 ​ ​ 5,454 ​ ​ 4,679 Foreign ​ ​ 1,641 ​ ​ 503 ​ ​ 181 Total current tax provision ​ ​ 18,616 ​ ​ 28,892 ​ ​ 12,364 Deferred tax (benefit) provision: ​ ​ ​ ​ ​ ​​ ​ ​ ​​ Federal ​ ​ ( 14,577 ) ​ ​ ( 8,755 ) ​ ​ ( 3,622 ) State ​ ​ ( 3,310 ) ​ ​ 713 ​ ​ ( 2,382 ) Foreign ​ ​ — ​ ​ — ​ ​ — Total deferred tax benefit ​ ​ ( 17,887 ) ​ ​ ( 8,042 ) ​ ​ ( 6,004 ) Total income tax provision (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 1,193 ​ ​ 14,180 ​ ​ 3,882 State ​ ​ ( 2,105 ) ​ ​ 6,167 ​ ​ 2,297 Foreign ​ ​ 1,641 ​ ​ 503 ​ ​ 181 Total income tax provision ​ $ 729 ​ $ 20,850 ​ $ 6,360 ​ A reconciliation of the federal statutory rate to our effective income tax rate is shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ ​ 2024 ​ ​ 2023 ​ US federal statutory income tax rate ​ $ ( 21,410 ) ​ 21.0 % ​ $ ( 69,276 ) ​ 21.0 % ​ $ 3,206 ​ 21.0 % Domestic state and local income taxes, net of federal effect ​ ​ ( 2,214 ) ​ 2.2 % ​ ​ 5,124 ​ ( 1.6 ) % ​ ​ 558 ​ 3.7 % Tax credits ​ ​ ( 144 ) ​ 0.2 % ​ ​ ( 315 ) ​ 0.1 % ​ ​ ( 398 ) ​ ( 2.6 ) % Nondeductible / nontaxable items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill impairment ​ ​ — ​ — % ​ ​ 62,788 ​ ( 19.0 ) % ​ ​ — ​ — % Compensation ​ ​ 892 ​ ( 0.9 ) % ​ ​ 867 ​ ( 0.3 ) % ​ ​ 344 ​ 2.3 % Other ​ ​ 1,191 ​ ( 1.2 ) % ​ ​ 457 ​ ( 0.1 ) % ​ ​ 139 ​ 0.9 % Excess tax expense on share-based payments ​ ​ 1,727 ​ ( 1.7 ) % ​ ​ 1,117 ​ ( 0.3 ) % ​ ​ 1,209 ​ 7.9 % Changes in unrecognized tax benefits ​ ​ 20,929 ​ ( 20.5 ) % ​ ​ 19,745 ​ ( 6.0 ) % ​ ​ 1,362 ​ 8.9 % Other adjustments ​ ​ ( 242 ) ​ 0.2 % ​ ​ 343 ​ ( 0.1 ) % ​ ​ ( 60 ) ​ ( 0.4 ) % Total income tax provision ​ $ 729 ​ ( 0.7 ) % ​ $ 20,850 ​ ( 6.3 ) % ​ $ 6,360 ​ 41.7 % ​ The domestic state jurisdictions that comprise the majority of the domestic state and local income taxes, net of federal benefit are California, New York, Illinois and Oregon for all years presented. ​ 80 Table of Contents The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​​ ​ ​ 2025 ​ 2024 Deferred tax assets: ​ ​ ​​ ​ ​ ​​ Employee benefit plans ​ $ 18,712 ​ $ 21,445 Accrued liabilities not currently deductible ​ ​ 3,983 ​ ​ 10,127 Lease liabilities ​ 32,949 ​ ​ 34,195 Allowance for losses on accounts receivable ​ ​ 7,678 ​ ​ 7,403 Net operating loss carryforwards ​ ​ 89,029 ​ ​ 15,409 Capital loss carryover ​ ​ 47,733 ​ ​ 508 Interest limitation ​ ​ 35,732 ​ ​ 14,564 Insurance ​ ​ 2,250 ​ ​ 1,978 Merchandise Inventories ​ ​ 3,301 ​ ​ 2,574 Other ​ ​ 8,800 ​ ​ 6,649 Total deferred tax assets ​ ​ 250,167 ​ ​ 114,852 Less: valuation allowances ​ ​ ( 47,747 ) ​ ​ ( 2,247 ) Net deferred tax assets ​ ​ 202,420 ​ ​ 112,605 Deferred tax liabilities: ​ ​ ​ ​ ​ ​​ Goodwill ​ ​ 6,413 ​ ​ 5,009 Property, equipment and computer software ​ ​ 52,855 ​ ​ 36,543 Right-of-use assets ​ ​ 32,282 ​ ​ 33,001 Intangible assets ​ ​ 32,875 ​ ​ 51,600 Other ​ ​ 347 ​ ​ 2,473 Total deferred tax liabilities ​ ​ 124,772 ​ ​ 128,626 Net deferred tax asset (liability) ​ $ 77,648 ​ $ ( 16,021 ) ​ The valuation allowances relate to deferred tax assets for U.S. federal and state capital loss carryforwards and net operating loss carryforwards and credit carryforwards in various state jurisdictions. The U.S. gross capital loss carryforward of $ 184 million has an expiration date of five years. A gross valuation allowance of $ 164 million has been established against the capital loss as future capital gain income of $ 20 million is projected before the expiration. As of December 31, 2025, gross federal net operating losses of approximately $ 362 million are available to offset future federal taxable income, of which $ 206 million represents reattributed net operating loss carryforwards resulting from negotiated terms included within the sale agreement of our P&HS business. The entire $ 362 million of net operating losses have an unlimited carryforward period and will not expire. In addition, as of December 31, 2025 $ 147 million of gross deferred interest deductions that have an unlimited carryforward period are available, of which $ 33 million has been reattributed resulting from the negotiated terms included within the sale agreement of our P&HS business. As of December 31, 2025, there are $ 13 million of state tax effected net operating losses available with various expiration dates ranging from five years to an unlimited carryforward period. As of December 31, 2025, there are $ 4.0 million of credit carryforwards available, with various expiration dates ranging from five to twenty years. Based on management’s judgment using available evidence about historical and expected future taxable earnings, management believes it is more likely than not that we will realize the benefit of the existing deferred tax assets, net of valuation allowances, as of December 31, 2025. ​ 81 Table of Contents Cash payments for income taxes (net of refunds), including interest, for 2025, 2024 and 2023 were as follows disaggregated for jurisdictions that comprise 5% or more of total taxes paid in the year presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2025 ​ 2024 ​ 2023 U.S. Federal $ 229 ​ $ 513 ​ $ ( 12,918 ) U.S. State and local ​ ​ ​ ​ ​ ​ ​ ​ Illinois ​ * ​ ​ * ​ ​ 374 Massachusetts ​ * ​ ​ 405 ​ ​ * Mississippi ​ * ​ ​ ( 518 ) ​ ​ * Oregon ​ 892 ​ ​ 895 ​ ​ 1,014 Pennsylvania ​ 740 ​ ​ 449 ​ ​ * Virginia ​ * ​ ​ * ​ ​ ( 693 ) Other ​ 4,796 ​ ​ 2,297 ​ ​ 1,467 ​ ​ 6,428 ​ ​ 3,528 ​ ​ 2,162 Foreign ​ ​ ​ ​ ​ ​ ​ ​ Australia ​ 883 ​ ​ ( 819 ) ​ ​ 1,561 Belgium ​ 865 ​ ​ 746 ​ ​ ( 778 ) Canada ​ * ​ ​ * ​ ​ 538 Germany ​ * ​ ​ 312 ​ ​ 491 India ​ 741 ​ ​ 865 ​ ​ 334 Ireland ​ ( 804 ) ​ ​ ( 3,257 ) ​ ​ 1,311 Japan ​ * ​ ​ 409 ​ ​ ( 1,420 ) Mexico ​ 1,483 ​ ​ 1,417 ​ ​ 900 Thailand ​ 2,279 ​ ​ 1,277 ​ ​ 1,249 Other ​ 367 ​ ​ 562 ​ ​ 287 ​ ​ 5,814 ​ ​ 1,512 ​ ​ 4,473 Total $ 12,471 ​ $ 5,553 ​ $ ( 6,283 ) * The amount of income taxes paid during the year does not meet the 5% disaggregation threshold. A summary of the changes in the liability for unrecognized tax benefits from the beginning to the end of the reporting period is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ 2025 ​ 2024 Unrecognized tax benefits at January 1, ​ $ 36,379 ​ $ 22,741 Increases for positions taken during current period ​ ​ 20,800 ​ ​ 430 Increases for positions taken during prior periods ​ ​ ( 4,916 ) ​ ​ 16,676 Settlements ​ ​ ( 2,868 ) ​ ​ - Lapse of statute of limitations ​ ​ ( 150 ) ​ ​ ( 3,468 ) Unrecognized tax benefits at December 31, ​ $ 49,245 ​ $ 36,379 ​ Unrecognized tax benefits of $ 49 million and $ 36 million at December 31, 2025 and 2024 would impact our effective tax rate if recognized. We recognize accrued interest and penalties related to unrecognized tax benefits. Accrued interest at December 31, 2025 and 2024 was $ 12 million and $ 13 million. The amounts recognized in interest expense for the years ended December 31, 2025, 2024 and 2023 were ($ 1.0 ) million, $ 7.6 million and $ 1.7 million. There were no penalties accrued at December 31, 2025, 2024 and 2023 or recognized in 2025, 2024 and 2023. 82 Table of Contents On August 26, 2020, we received a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Service (IRS) regarding our 2015 and 2016 consolidated income tax returns. On June 30, 2021, we received a NOPA from the IRS regarding our 2017 and 2018 consolidated income tax returns. Within the NOPAs, the IRS has asserted that our taxable income for the aforementioned years should be higher based on their assessment of the appropriate amount of taxable income that we should report in the U.S. in connection with our sourcing of products by our foreign subsidiaries for sale in the U.S. by our domestic subsidiaries. The transfer pricing methodology was consistently applied for all years subject to the NOPAs and 2019 into 2022, but is no longer employed. In late June 2024, the IRS and the relevant foreign taxing authority mutually agreed to proposed adjustments to our 2015 through 2018 consolidated tax returns. As a result, we remeasured the uncertain tax position for the 2015 through 2018 tax years, as well as the affected 2019 through 2022 tax years, to the amount expected to be paid upon a final agreement with the IRS. In June 2025, we received the final assessment from the IRS for the 2015 through 2018 tax years including interest. The uncertain tax position for these years and related accrued interest has been remeasured to reflect the final amount to be paid. This matter does not impact our 2023, 2024 or future tax years. As of December 31, 2025, we owed $ 35 million associated with the NOPA matter, which includes $ 11 million of interest accrued on the matter through December 31, 2025. The balance sheet classification and amount owed may be subject to change depending on the timing of a final agreement with the IRS. On July 4, 2025, the U.S. Congress enacted budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (OBBB). The OBBB contains several changes to corporate taxation including modification to limitations on deductions for interest expense and accelerated fixed asset depreciation. We expect the legislation to decrease future U.S. cash taxes with no material impact to the effective tax rate. We file income tax returns in the U.S. federal and various state jurisdictions. Our U.S. federal income tax returns for the years 2019 through 2024 are subject to examination. Our income tax returns for U.S. state and local jurisdictions are generally open for the years 2019 through 2024; however, certain returns may be subject to examination for differing periods. Note 13—Net (Loss) Income per Common Share The following summarizes the calculation of net (loss) income per common share attributable to common shareholders for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 (Loss) income from continuing operations, net of tax ​ $ ( 102,682 ) ​ $ ( 350,735 ) ​ $ 8,905 Loss from discontinued operations, net of tax ​ ( 997,960 ) ​ ( 11,951 ) ​ ( 50,206 ) Net loss ​ $ ( 1,100,642 ) ​ $ ( 362,686 ) ​ $ ( 41,301 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding - basic ​ 76,897 ​ 76,741 ​ 75,785 Dilutive shares ​ — ​ — ​ 1,582 Weighted average shares outstanding - diluted ​ 76,897 ​ 76,741 ​ 77,367 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic loss per common share: ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations, net of tax ​ $ ( 1.34 ) ​ $ ( 4.57 ) ​ $ 0.12 Loss from discontinued operations, net of tax ​ ( 12.97 ) ​ ( 0.16 ) ​ ( 0.66 ) Net loss ​ $ ( 14.31 ) ​ $ ( 4.73 ) ​ $ ( 0.54 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted loss per common share: ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations, net of tax ​ $ ( 1.34 ) ​ $ ( 4.57 ) ​ $ 0.12 Loss from discontinued operations, net of tax ​ $ ( 12.97 ) ​ $ ( 0.16 ) ​ $ ( 0.65 ) Net loss ​ $ ( 14.31 ) ​ $ ( 4.73 ) ​ $ ( 0.53 ) ​ 83 Table of Contents Share-based awards for the years ended December 31, 2025 and 2024, of approximately 2.2 million and 1.5 million shares were excluded from the calculation of net loss per diluted common share as the effect would be anti-dilutive. In accordance with ASC 260, dilutive shares are included in computing the diluted loss per common share from discontinued operations, net of tax and net loss per diluted common share for the year ended December 31, 2023 even though they were anti-dilutive, as the control number (income from continuing operations, net of tax) was in an income position. ​ Note 14—Accumulated Other Comprehensive (Loss) Income The following tables show the changes in accumulated other comprehensive (loss) income by component for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retirement ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ Plans ​ Adjustments ​ Derivatives ​ Total Accumulated other comprehensive (loss) income, December 31, 2024 ​ $ ( 5,770 ) ​ $ ( 48,099 ) ​ $ 4,525 ​ $ ( 49,344 ) Other comprehensive income (loss) before reclassifications ​ 1,305 ​ 26,211 ​ ( 1,047 ) ​ 26,469 Income tax ​ ( 339 ) ​ — ​ 272 ​ ( 67 ) Other comprehensive income (loss) before reclassifications, net of tax ​ 966 ​ 26,211 ​ ( 775 ) ​ 26,402 Amounts reclassified from accumulated other comprehensive income (loss) ​ 118 ​ — ​ ( 3,728 ) ​ ( 3,610 ) Income tax ​ ( 31 ) ​ — ​ 969 ​ 938 Amounts reclassified from accumulated other comprehensive income (loss), net of tax ​ 87 ​ — ​ ( 2,759 ) ​ ( 2,672 ) Other comprehensive income (loss) ​ 1,053 ​ 26,211 ​ ( 3,534 ) ​ 23,730 P&HS Sale reclassification adjustment ​ ​ 2,841 ​ ​ 21,888 ​ ​ — ​ ​ 24,729 Accumulated other comprehensive (loss) income, December 31, 2025 ​ $ ( 1,876 ) ​ $ — ​ $ 991 ​ $ ( 885 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retirement ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ Plans ​ Adjustments ​ Derivatives ​ Total Accumulated other comprehensive (loss) income, December 31, 2023 ​ $ ( 5,115 ) ​ $ ( 32,954 ) ​ $ 6,251 ​ $ ( 31,818 ) Other comprehensive income before reclassifications ​ ( 1,082 ) ​ ( 15,145 ) ​ 5,492 ​ ( 10,735 ) Income tax ​ 280 ​ — ​ ( 1,428 ) ​ ( 1,148 ) Other comprehensive income before reclassifications, net of tax ​ ( 802 ) ​ ( 15,145 ) ​ 4,064 ​ ( 11,883 ) Amounts reclassified from accumulated other comprehensive income (loss) ​ 198 ​ — ​ ( 7,826 ) ​ ( 7,628 ) Income tax ​ ( 51 ) ​ — ​ 2,036 ​ 1,985 Amounts reclassified from accumulated other comprehensive income (loss), net of tax ​ 147 ​ — ​ ( 5,790 ) ​ ( 5,643 ) Other comprehensive loss ​ ( 655 ) ​ ( 15,145 ) ​ ( 1,726 ) ​ ( 17,526 ) Accumulated other comprehensive (loss) income, December 31, 2024 ​ $ ( 5,770 ) ​ $ ( 48,099 ) ​ $ 4,525 ​ $ ( 49,344 ) ​ ​ 84 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retirement ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ Plans ​ Adjustments ​ Derivatives ​ Total Accumulated other comprehensive (loss) income, December 31, 2022 ​ $ ( 7,201 ) ​ $ ( 40,095 ) ​ $ 11,441 ​ $ ( 35,855 ) Other comprehensive income (loss) before reclassifications ​ 2,405 ​ 7,141 ​ 2,707 ​ 12,253 Income tax ​ ( 639 ) ​ — ​ ( 704 ) ​ ( 1,343 ) Other comprehensive income (loss) before reclassifications, net of tax ​ 1,766 ​ 7,141 ​ 2,003 ​ 10,910 Amounts reclassified from accumulated other comprehensive loss ​ 431 ​ — ​ ( 9,720 ) ​ ( 9,289 ) Income tax ​ ( 111 ) ​ — ​ 2,527 ​ 2,416 Amounts reclassified from accumulated other comprehensive loss, net of tax ​ 320 ​ — ​ ( 7,193 ) ​ ( 6,873 ) Other comprehensive income (loss) ​ 2,086 ​ 7,141 ​ ( 5,190 ) ​ 4,037 Accumulated other comprehensive loss, December 31, 2023 ​ $ ( 5,115 ) ​ $ ( 32,954 ) ​ $ 6,251 ​ $ ( 31,818 ) ​ We include amounts reclassified out of accumulated other comprehensive (loss) income related to defined benefit pension plans as a component of net periodic benefit cost recorded in Other expense, net. Note 15— Commitments, Contingent Liabilities, and Legal Proceedings We are party to various legal claims that are ordinary and incidental to our business, including ones related to commercial disputes, employment, workers’ compensation, product liability, regulatory and other matters. We maintain insurance coverage for cybersecurity, employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits, applicable deductibles and insurer solvency. From time to time, we establish estimated liabilities based upon periodic assessment of the potential outcomes of pending matters. Based on current knowledge and the advice of counsel, we believe that the liability recorded on the consolidated balance sheet as of December 31, 2025 for currently pending matters considered probable of loss, is sufficient. In addition, we believe that other currently pending matters are not reasonably possible to result in a material loss, as payment of the amounts claimed is remote, the claims are immaterial, individually and in the aggregate, or the claims are expected to be adequately covered by insurance, subject to policy limits, applicable deductibles, exclusions, and insurer solvency. Note 16—Segment Information As described in Note 1, the P&HS business sale was completed on December 31, 2025, and we no longer report the P&HS business within continuing operations. The P&HS business was initially classified as discontinued operations and assets held for sale as of June 30, 2025. Our President and Chief Executive Officer is the chief operating decision maker (CODM). The CODM reviews financial information about the continuing operations business at an enterprise-wide consolidated level when allocating resources and assessing business performance. Accordingly, we have determined that our business activities comprise a single operating and reporting segment. Net income (loss) from continuing operations is the profit or loss measure used by the CODM that is most consistent with GAAP and therefore is the required measure of profitability. ​ ​ Note 17—Shareholders’ Equity On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $ 100 million. The program expires February 2027. Under the program, we may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions and 10b5-1 trading plans. During the year ended December 31, 2025, we repurchased in open-market transactions and retired approximately 2.0 million shares of our common stock for an aggregate of $ 10 million, or a weighted average price per share of $ 5.19 . 85 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Accendra Health, Inc.: ​ Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Accendra Health, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Estimates of variable consideration on equipment and supplies sales and estimated adjustments on equipment rental revenues As discussed in Note 1 to the consolidated financial statements, revenues are recognized under fee-for-service arrangements for equipment rented to patients and sales of equipment, supplies and other items sold to patients. The Company’s net revenue was $2,762 million for the year ended December 31, 2025. Revenues are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including private insurers, prepaid 86 Table of Contents health plans, Medicare, Medicaid and patients. The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration on equipment and supplies sales and estimated adjustments to record revenue at an amount probable of being collected for equipment rental revenues. The Company uses contractual agreements, historical experience, and other operating trends to determine the estimates of variable consideration on equipment and supplies sales and estimated adjustments on equipment rental revenues. We identified the evaluation of the estimates of variable consideration on equipment and supplies sales and estimated adjustments on equipment rental revenues as a critical audit matter. A higher degree of auditor judgment was required to evaluate the relevance and reliability of the historical experience and other operating trends. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of internal controls over the Company’s estimate of variable consideration on equipment and supplies sales and estimated adjustments to record revenue at an amount probable of being collected for equipment rental revenues. We assessed management’s ability to estimate by comparing previous estimates to actual results and current estimates. We also compared current operating trends to the current year estimates. ​ ​ ​ /s/ KPMG LLP ​ ​ ​ We have served as the Company’s auditor since 1987. ​ ​ ​ Richmond, Virginia ​ February 20, 2026 ​ ​ ​ ​ ​ 87 Table of Contents Index to Exhibits ​ ​ ​ 2.1 Purchase Agreement, dated as of October 31, 2017, by and among Halyard Health, Inc., the other sellers party thereto and Owens & Minor, Inc. (incorporated herein by reference to our Current Report on Form 8-K/A, Exhibit 2.1, dated November 1, 2017) ** ​ 2.2 Amended and Restated Purchase Agreement, dated as of April 30, 2018, by and among Halyard Health, Inc., the other sellers party thereto and Owens & Minor, Inc. (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 2.1, dated May 1, 2018) ​ ​ ​ 2.3 Agreement and Plan of Merger, dated as of January 7, 2022, by and among the Company, Apria and Merger Sub (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 2.1, dated January 10, 2022) ​ ​ 2.4 Agreement and Plan of Merger, dated as of July 22, 2024, by and among the Company, Rotech, Merger Sub and Representative (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 2.1, dated July 23, 2024) ​ ​ 2.5 Equity Purchase Agreement, dated as of October 7, 2025, by and among the Company, Purchaser and Purchaser Parent (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on October 7, 2025).** ​ ​ ​ 3.1 Amended and Restated Articles of Incorporation of Owens & Minor, Inc. (incorporated herein by reference to our Current Report on Form 8 K, Exhibit 3.1, dated July 29, 2008) ​ ​ 3.2 Article of Amendment of Owens & Minor, Inc. (incorporated herein by reference to our Current Report on Form 8 K, Exhibit 3.1, dated December 24, 2025) ​ 3.3 Amended and Restated Bylaws of Accendra Health, Inc. effective December 31, 2025 (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 3.2, dated December 24, 2025) ​ 4.1 Indenture, dated March 10, 2021, among Owens & Minor, Inc., the guarantors named therein and Regions Bank, as Trustee (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.1, dated March 11, 2021) ​ ​ ​ 4.2 Form of Global Note for the 4.500% Senior Notes due 2029 (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.2, dated March 11, 2021) ​ ​ ​ 4.3 ​ Indenture dated March 29, 2022 by and among the Company, the guarantors named therein and Regions Bank, as trustee (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.1, dated March 29, 2022) ​ ​ ​ 4.4 Form of Global Note for the 6.625% Senior Notes due 2030 (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.2, dated March 29, 2022) ​ ​ ​ 4.5 First Supplemental Indenture dated as of March 29, 2022, by and among the Company, the guarantors named therein and Regions Bank, as trustee, to the Indenture dated as of March 10, 2021 (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.4, dated March 29, 2022) ​ ​ ​ 4.6 First Supplemental Indenture dated as of March 29, 2022, by and among the Company, the guarantors named therein and Regions Bank, as trustee, to the Indenture dated of March 29, 2022 (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.5, dated March 29, 2022) ​ ​ ​ 4.7 Description of Securities - filed herewith ​ 88 Table of Contents ​ ​ ​ 10.1 Form of Owens & Minor, Inc. Restricted Stock Agreement under the 2018 Stock Incentive Plan effective February 28, 2019 (incorporated herein by reference to our Current report on 8-K, Exhibit 10.1, dated March 1, 2019)* ​ ​ 10.2 Form of Owens & Minor, Inc. Executive Change in Control Severance Agreement between Owens & Minor, Inc. and Edward A. Pesicka effective March 4, 2019 (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated February 25, 2019)* ​ ​ 10.3 Form of Owens & Minor, Inc. Executive Change in Control Severance Agreement effective October 25, 2018 (incorporated herein by reference to our Annual Report on Form 10-K, Exhibit 10.7, for the year ended December 31, 2018)* ​ ​ 10.4 Owens & Minor, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005 (“SERP”) (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarter ended September 30, 2008)* ​ 10.5 Resolutions of the Board of Directors of the Company amending the SERP (incorporated herein by reference to our Annual Report on Form 10-K, Exhibit 10.12, for the year ended December 31, 2011)* ​ 10.6 Amendment effective March 1, 2016 of the Company’s SERP (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.6, for the quarter ended March 31, 2016)* ​ 10.7 Amendment effective March 1, 2016 of Exhibit II of the Company’s SERP (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.7, for the quarter ended March 31, 2016)* ​ 10.8 Owens & Minor, Inc. Amended and Restated Management Equity Ownership Program and Stock Ownership Rewards Program (incorporated herein by reference to our Annual Report on Form 10-K, Exhibit 10.15, for the year ended December 31, 2009)* ​ 10.9 Amendment to MEOP effective January 1, 2014 (incorporated herein by reference to our Annual Report on Form 10-K, Exhibit 10.10, for the year ended December 31, 2013)* ​ 10.10 Owens & Minor, Inc. Executive Deferred Compensation and Retirement Plan effective January 1, 2013 (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarter ended March 31, 2013)* ​ ​ 10.11 Form of Owens & Minor Restricted Stock Unit Agreement under the Company’s 2018 Stock Incentive Plan (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.3, dated May 9, 2018)* ​ ​ ​ 10.12 Owens & Minor, Inc. Officer Severance Policy dated February 27, 2025 (incorporated herein by reference to our Form 10-K, Exhibit 10.13, dated February 28, 2025)* ​ ​ ​ 10.13 Owens & Minor, Inc. 2018 Stock Incentive Plan (incorporated herein by reference to our Registration Statement on Form S-8, Registration number 333-224787)* ​ ​ 10.14 Restated Guaranty Agreement, dated as of the February 12, 2019, by and among Owens & Minor, Inc., the other Guarantors party thereto and Bank of America, N.A., as administrative agent for the Pro Rata Facilities and the Term B Facility (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.2, dated February 19, 2019)** ​ ​ 89 Table of Contents 10.15 Security and Pledge Agreement, dated as of April 30, 2018, by and among Owens & Minor, Inc., O&M Halyard, Inc., Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC and Barista Acquisition II, LLC, Bank of America, N.A., U.S. Bank National Association, and the other secured parties thereto. (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.2, dated May 4, 2018)** ​ ​ 10.16 Amendment to the Owens & Minor, Inc. 2018 Stock Incentive Plan (Incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated May 10, 2019)* ​ ​ 10.17 Owens & Minor, Inc. Directors’ Deferred Compensation Plan, as Amended and Restated Effective May 10, 2019 (Incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.2, dated May 10, 2019)* ​ ​ 10.18 Amendment No. 2 to the Owens & Minor, Inc. 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 19, 2020. (File No. 001-09810))* ​ ​ ​ 10.19 Form of Restricted Stock Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.1, dated February 26, 2021)* ​ ​ ​ 10.20 Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.2, dated February 26, 2021)* ​ ​ ​ 10.21 Credit Agreement, dated as of March 10, 2021, by and among Owens & Minor, Inc, and certain subsidiaries of Owens & Minor, Inc, as borrowers, Bank of America, N.A., as an administrative agent and collateral agent, and a syndicate of financial institutions, as lenders (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.1, dated March 11, 2021)** ​ ​ ​ 10.22 Owens & Minor, Inc. 2021 Teammate Stock Purchase Plan (incorporated by reference to Appendix C to the Company’s definitive Proxy Statement filed March 19, 2020 (File No. 001-09810))* ​ ​ ​ 10.23 Agreement of Resignation, Appointment, and Acceptance, dated as September 10, 2021, by and among Owens & Minor, Inc., U.S. Bank National Association, as Prior Trustee, and Regions Bank, as Successor Trustee (incorporated herein by reference to our Form 10 Q, Exhibit 10.1, dated November 3, 2021) ​ ​ ​ 10.24 Form of Owens & Minor, Inc. Restricted Stock Agreement under the Company’s 2018 Stock Incentive Plan (incorporated herein by reference to our Form 10-Q, Exhibit 10.2, dated November 3, 2021)* ​ ​ ​ 10.25 Form of Owens & Minor, Inc. Restricted Stock Unit Award Agreement under the Company’s 2018 Stock Incentive Plan (incorporated herein by reference to our Form 10-Q, Exhibit 10.3, dated November 3, 2021)* ​ ​ ​ 10.26 Amendment No. 1 to Credit Agreement, among Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC, Barista Acquisition II, LLC, O&M Halyard, Inc., Byram Healthcare Centers, Inc., Owens & Minor, Inc., and Bank Of America (incorporated herein by reference to our Form 10-K, Exhibit 10.56, dated February 23, 2022)** ​ ​ ​ 10.27 Form of Restricted Stock Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.1, dated March 1, 2022)* ​ ​ ​ 10.28 Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.2, dated March 1, 2022)* ​ ​ ​ 10.29 Form of 2022 Performance Stock Unit Award Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.3, dated March 1, 2022)** 90 Table of Contents ​ ​ ​ 10.30 Credit Agreement dated as of March 29, 2022, by and among the Company, certain subsidiaries of the Company party thereto, as borrowers, JPMorgan Chase Bank, N.A., as an administrative agent and collateral agent, and a syndicate of financial institutions, as lenders (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.1, dated March 29, 2022)** ​ ​ ​ 10.31 Joinder to Credit Agreement, Amendment No. 2 to Credit Agreement, Amendment No. 1 to Security Agreement and Amendment No. 1 to Guaranty, dated as of March 29, 2022, by and among the Company and certain subsidiaries of the Company, as borrowers, the guarantors and lenders thereto and Bank of America, N.A., as administrative agent and collateral agent, L/C issuer and swing line lender (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.6, for the quarter ended March 31, 2022)** ​ ​ ​ 10.32 Amendment No. 3 to the Owens & Minor, Inc. 2018 Stock Incentive Plan (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.7, for the quarter ended March 31, 2022)* ​ ​ ​ 10.33 Form of Employee Restricted Stock Unit Grant Notice and Award Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.1, dated May 10, 2023)* ​ 10.34 Form of Non-Employee Director Restricted Stock Unit Grant Notice and Award Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.2, dated May 10, 2023)* ​ 10.35 Owens & Minor, Inc. 2023 Omnibus Incentive Plan (incorporated herein by reference to Annex A to Owens & Minor, Inc.’s definitive Proxy Statement filed on March 29, 2023)* ​ ​ 10.36 Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.1, dated March 1, 2024)* ​ ​ 10.37 Amendment No. 1 to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Annex A to Owens & Minor, Inc.’s definitive Proxy Statement filed on March 27, 2024)* ​ ​ 10.38 Executive Separation Agreement and General Release, dated June 21, 2024, by and between Alexander J. Bruni and Owens & Minor, Inc. (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarter ended June 30, 2024)*,** ​ ​ 10.39 Amended & Restated Receivables Purchase Agreement, dated as of December 31, 2025, by and among Accendra Funding LLC (formerly known as O&M Funding LLC), as seller, the persons from time to time party thereto, as purchasers, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent (incorporated herein by reference to the Company's Current Report on Form 8-K, Exhibit 10.1, dated December 31, 2025)** ​ ​ 10.40 Second Amended and Restated Purchase and Sale Agreement, dated as of December 31, 2025, by and among various entities, as originators, Accendra Medical, Inc. (formerly known as Owens & Minor Medical, Inc.), as servicer, and Accendra Funding LLC (formerly known as O&M Funding LLC), as buyer (incorporated herein by reference to the Company's Current Report on Form 8-K, Exhibit 10.2, dated December 31, 2025)** ​ ​ 10.41 Second Amended and Restated Performance Guaranty of Accendra Health, Inc. (formerly known as Owens & Minor, Inc.), dated as of December 31, 2025, in favor of PNC Bank, National Association (incorporated herein by reference to the Company's Current Report on Form 8-K, Exhibit 10.3, dated December 31, 2025) ​ ​ 10.42 Form of Amended and Restated Executive Change of Control Severance Agreement (incorporated herein by reference to the Company's Current Report on Form 10-K, Exhibit 10.61, dated December 31, 2024)* ​ ​ 91 Table of Contents 10.43 Termination Agreement, dates as of June 3, 2025, by and among Owens & Minor, Inc., Rotech Healthcare Holdings Inc., and Hitchcock Merger Sub Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 5, 2025). ​ ​ 10.44 Amendment to the Accendra Health, Inc. Executive Deferred Compensation and Retirement Plan, dated as of December 16, 2025 (filed herewith)* ​ ​ 10.45 Amended Accendra Health, Inc. Executive Deferred Compensation and Retirement Plan, dated as of December 31, 2025 (filed herewith)* ​ ​ 19.1 Insider Trading Policy ​ ​ 21.1 Subsidiaries of Registrant ​ ​ 23.1 Consent of KPMG LLP, independent registered public accounting firm ​ ​ ​ 31.1 Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ 31.2 Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ 97 Owens & Minor, Inc. Policy on Recoupment of Executive Incentive Compensation (incorporated herein by reference to our Form 10-K, Exhibit 97, dated February 20, 2024) ​ 101.INS Inline XBRL Instance Document ​ ​ 101.SCH Inline XBRL Taxonomy Extension Schema Document ​ ​ 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ 101.DEF Inline XBRL Taxonomy Definition Linkbase Document ​ ​ 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document ​ ​ 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement. ** Certain exhibits and schedules to these agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We hereby undertake to furnish copies of such omitted materials supplementally upon request by the SEC. Item 16. Form 10-K Summary None. 92 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20 th day of February, 2026. ​ ​ ​ ACCENDRA HEALTH, INC. ​ ​ ​ /s/ Edward A. Pesicka ​ Edward A. Pesicka ​ President, Chief Executive Officer & Director ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 20 th day of February, 2026: ​ ​ ​ ​ ​ ​ ​ ​ /s/ Edward A. Pesicka ​ /s/ Robert J. Henkel Edward A. Pesicka ​ Robert J. Henkel President, Chief Executive Officer & Director ​ Director ​ ​ ​ /s/ Jonathan A. Leon ​ /s/ Rita F. Johnson-Mills Jonathan A. Leon ​ Rita F. Johnson-Mills Executive Vice President & Chief Financial Officer ​ Director ​ ​ ​ /s/ Stephen W. Klemash ​ /s/ Mark A. Beck Stephen W. Klemash ​ Mark A. Beck Director ​ Chair of the Board of Directors ​ ​ ​ ​ ​ ​ /s/ Teresa L. Kline ​ /s/ Gwendolyn M. Bingham Teresa L. Kline ​ Gwendolyn M. Bingham Director ​ Director ​ ​ ​ /s/ Carissa L. Rollins ​ /s/ Kenneth Gardner-Smith Carissa L. Rollins ​ Kenneth Gardner-Smith Director ​ Director ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 93