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, 2024. ​ 55 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, 2024. 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, 2024 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, 2024, 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 ​ ​ ​ 56 Table of Contents Changes in Internal Control over Financial Reporting There were no 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, 2024, none of our directors or officers informed us of the adoption or termination of a trading plan intended to satisfy Rule 10b5-1(c). Amended and Restated Severance Arrangements On February 27, 2025, our Board approved the amendment and restatement of the Owens & Minor, Inc. Officer Severance Policy (the “Officer Severance Policy”), in which each of our named executive officers participates, and the Company’s existing Executive Change of Control Severance Agreements with each of our named executive officers (the “CIC Agreements”). Among other things, (i) the Officer Severance Policy was updated to increase the applicable severance multiplier and severance period from 1.50x and 18 months, respectively, to 2.0x and 24 months, and (ii) the Board approved the amendment of the CIC Agreements to increase (a) the applicable severance multiplier from 2.0x to 3.0x, and (b) the applicable period for the employer portion of COBRA premiums from two years to three years. The material terms of the Officer Severance Policy and CIC Agreements, as previously described in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on March 27, 2024, otherwise remain unchanged. The foregoing descriptions are qualified in their entirety by reference to the amended Officer Severance Policy, a copy of which is filed herewith as Exhibit 10.13, and the Form of Amended and Restated Executive Change of Control Severance Agreement, a copy of which is filed herewith as Exhibit 10.61, each of which are incorporated by reference herein. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. ​ 57 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Owens & Minor, Inc.: Opinion on Internal Control Over Financial Reporting ​ We have audited Owens & Minor, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2025 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 58 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 28, 2025 ​ ​ ​ ​ 59 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 2025 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 employees 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 May 28, 2024. 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. ​ 60 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, 2024, 2023 and 2022 62 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022 63 Consolidated Balance Sheets as of December 31, 2024 and 2023 64 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 65 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 66 Notes to Consolidated Financial Statements 67 Report of Independent Registered Public Accounting Firm ( KPMG, LLP , Richmond, VA , Auditor Firm ID: 185 ) 96 ​ a) Exhibits: See Index to Exhibits on page 99. ​ 61 Table of Contents OWENS & MINOR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2024 2023 2022 Net revenue ​ $ 10,700,883 ​ $ 10,333,967 ​ $ 9,955,475 Cost of goods sold ​ 8,481,728 ​ 8,208,806 ​ 8,129,124 Gross profit ​ 2,219,155 ​ 2,125,161 ​ 1,826,351 Distribution, selling and administrative expenses ​ 1,909,791 ​ 1,813,559 ​ 1,554,821 Goodwill impairment charge ​ ​ 307,112 ​ ​ — ​ ​ — Acquisition-related charges and intangible amortization ​ 86,543 ​ 101,037 ​ 126,972 Exit and realignment charges, net ​ ​ 110,162 ​ ​ 99,127 ​ ​ 6,897 Other operating expense (income), net ​ 13,316 ​ 6,930 ​ ( 5,252 ) Operating (loss) income ​ ( 207,769 ) ​ 104,508 ​ 142,913 Interest expense, net ​ 143,804 ​ 157,915 ​ 128,891 Loss (gain) on extinguishment of debt ​ 1,101 ​ ( 3,518 ) ​ — Other expense, net ​ 4,683 ​ 4,837 ​ 3,131 (Loss) income before income taxes ​ ( 357,357 ) ​ ( 54,726 ) ​ 10,891 Income tax provision (benefit) ​ 5,329 ​ ( 13,425 ) ​ ( 11,498 ) Net (loss) income ​ $ ( 362,686 ) ​ $ ( 41,301 ) ​ $ 22,389 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income per common share ​ ​ ​ Basic ​ $ ( 4.73 ) ​ $ ( 0.54 ) ​ $ 0.30 Diluted ​ $ ( 4.73 ) ​ $ ( 0.54 ) ​ $ 0.29 ​ See accompanying notes to consolidated financial statements. ​ 62 Table of Contents OWENS & MINOR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2024 2023 2022 Net (loss) income $ ( 362,686 ) ​ $ ( 41,301 ) ​ $ 22,389 Other comprehensive (loss) income, net of tax: ​ ​ Currency translation adjustments ( 15,145 ) ​ 7,141 ​ ( 14,101 ) Change in unrecognized net periodic pension costs ( 655 ) ​ 2,086 ​ 7,396 Change in gains and losses on derivative instruments ( 1,726 ) ​ ( 5,190 ) ​ 11,441 Total other comprehensive (loss) income, net of tax ( 17,526 ) ​ 4,037 ​ 4,736 Comprehensive (loss) income $ ( 380,212 ) ​ $ ( 37,264 ) ​ $ 27,125 ​ See accompanying notes to consolidated financial statements. ​ 63 Table of Contents OWENS & MINOR, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Assets ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 49,382 ​ $ 243,037 Accounts receivable, net ​ 690,241 ​ 598,257 Merchandise inventories ​ 1,131,879 ​ 1,110,606 Other current assets ​ 149,515 ​ 150,890 Total current assets ​ 2,021,017 ​ 2,102,790 Property and equipment, net ​ 509,347 ​ 543,972 Operating lease assets ​ 355,627 ​ 296,533 Goodwill ​ 1,331,281 ​ 1,638,846 Intangible assets, net ​ 298,726 ​ 361,835 Other assets, net ​ 140,158 ​ 149,346 Total assets ​ $ 4,656,156 ​ $ 5,093,322 Liabilities and equity ​ ​ Current liabilities ​ ​ Accounts payable ​ $ 1,251,964 ​ $ 1,171,882 Accrued payroll and related liabilities ​ 151,039 ​ 116,398 Current portion of long-term debt ​ ​ 45,549 ​ ​ 206,904 Other current liabilities ​ 425,187 ​ 396,701 Total current liabilities ​ 1,873,739 ​ 1,891,885 Long-term debt, excluding current portion ​ 1,808,047 ​ 1,890,598 Operating lease liabilities, excluding current portion ​ 286,212 ​ 222,429 Deferred income taxes, net ​ 22,456 ​ 41,652 Other liabilities ​ 100,476 ​ 122,592 Total liabilities ​ 4,090,930 ​ 4,169,156 Commitments and contingencies ​ ​ Equity ​ ​ Common stock, par value $ 2 per share; authorized - 200,000 shares; issued and outstanding - 77,199 shares and 76,546 shares as of December 31, 2024 and December 31, 2023 ​ 154,398 ​ 153,092 Paid-in capital ​ 454,151 ​ 434,185 Retained earnings ​ 6,021 ​ 368,707 Accumulated other comprehensive loss ​ ( 49,344 ) ​ ( 31,818 ) Total equity ​ 565,226 ​ 924,166 Total liabilities and equity ​ $ 4,656,156 ​ $ 5,093,322 ​ See accompanying notes to consolidated financial statements. ​ 64 Table of Contents OWENS & MINOR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2024 2023 2022 Operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income $ ( 362,686 ) ​ $ ( 41,301 ) ​ $ 22,389 Adjustments to reconcile net (loss) income to cash provided by operating activities: ​ ​ Depreciation and amortization 264,775 ​ 287,377 ​ 228,667 Goodwill impairment charge ​ 307,112 ​ ​ — ​ ​ — Share-based compensation expense 26,836 ​ 23,218 ​ 20,993 Loss (gain) on extinguishment of debt 1,101 ​ ( 3,518 ) ​ — Deferred income tax benefit ( 26,115 ) ​ ( 23,648 ) ​ ( 26,361 ) Changes in operating lease right-of-use assets and lease liabilities 10,244 ​ ( 47 ) ​ 353 Gain from sales and dispositions of property and equipment ( 44,705 ) ​ ( 34,882 ) ​ ( 26,260 ) Changes in operating assets and liabilities: ​ ​ ​ Accounts receivable ( 94,550 ) ​ 165,167 ​ 4,416 Merchandise inventories ( 26,228 ) ​ 224,338 ​ 166,559 Accounts payable 65,187 ​ 30,997 ​ 13,652 Net change in other assets and liabilities 30,153 ​ 100,370 ​ ( 91,544 ) Other, net 10,371 ​ 12,639 ​ 12,142 Cash provided by operating activities 161,495 ​ 740,710 ​ 325,006 Investing activities: ​ ​ ​ Acquisition, net of cash acquired — ​ — ​ ( 1,684,607 ) Additions to property and equipment ( 210,865 ) ​ ( 190,870 ) ​ ( 158,090 ) Additions to computer software ( 17,297 ) ​ ( 17,022 ) ​ ( 8,492 ) Proceeds from sales of property and equipment 103,426 ​ 71,574 ​ 48,383 Other, net 8,203 ​ ( 936 ) ​ ( 1,670 ) Cash used for investing activities ( 116,533 ) ​ ( 137,254 ) ​ ( 1,804,476 ) Financing activities: ​ ​ ​ Borrowings under amended Receivables Financing Agreement 1,465,800 ​ 476,000 ​ 1,022,300 Repayments under amended Receivables Financing Agreement ( 1,465,800 ) ​ ( 572,000 ) ​ ( 1,156,300 ) Borrowings under Revolving Credit Facility ​ 635,800 ​ ​ — ​ ​ — Repayments under Revolving Credit Facility ​ ( 635,800 ) ​ ​ — ​ ​ — Repayments of debt ( 244,197 ) ​ ( 320,693 ) ​ ( 4,500 ) Proceeds from issuance of debt — ​ — ​ 1,691,000 Borrowings under Receivables Financing Agreement — ​ — ​ 30,000 Financing costs paid — ​ — ​ ( 42,602 ) Other, net ( 23,406 ) ​ ( 637 ) ​ ( 42,793 ) Cash (used for) provided by financing activities ( 267,603 ) ​ ( 417,330 ) ​ 1,497,105 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 901 ) ​ 613 ​ ( 3,485 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 223,542 ) ​ 186,739 ​ 14,150 Cash, cash equivalents and restricted cash at beginning of period 272,924 ​ 86,185 ​ 72,035 Cash, cash equivalents and restricted cash at end of period $ 49,382 ​ $ 272,924 ​ $ 86,185 Supplemental disclosure of cash flow information: ​ ​ ​ Income taxes paid (received), net $ 5,553 ​ $ ( 6,283 ) ​ $ 33,973 Interest paid $ 141,547 ​ $ 153,247 ​ $ 107,022 Noncash investing activity: ​ ​ ​ Unpaid purchases of property and equipment and computer software at end of period $ 84,562 ​ $ 77,279 ​ $ 67,852 See accompanying notes to consolidated financial statements. 65 Table of Contents OWENS & MINOR, 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 ​ ​ ​ ​ ​ Outstanding ​ ( $ 2 par value) ​ Capital ​ Earnings ​ Loss ​ Total Equity Balance, December 31, 2021 75,433 ​ $ 150,865 ​ $ 440,608 ​ $ 387,619 ​ $ ( 40,591 ) ​ $ 938,501 Net income — ​ — ​ — ​ 22,389 ​ — ​ 22,389 Other comprehensive income — ​ — ​ — ​ — ​ 4,736 ​ 4,736 Share-based compensation expense, exercises and other 846 ​ 1,692 ​ ( 21,714 ) ​ — ​ — ​ ( 20,022 ) Balance, December 31, 2022 76,279 ​ 152,557 ​ 418,894 ​ 410,008 ​ ( 35,855 ) ​ 945,604 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 ​ ​ 368,707 ​ ​ ( 31,818 ) ​ ​ 924,166 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 ​ $ 6,021 ​ $ ( 49,344 ) ​ $ 565,226 ​ See accompanying notes to consolidated financial statements. ​ 66 Table of Contents OWENS & MINOR, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (in thousands, except per share data, unless otherwise indicated) Note 1—Summary of Significant Accounting Policies Owens & Minor, Inc. and subsidiaries (we, us, our or the Company), a Fortune 500 company headquartered in Richmond, Virginia, is a global healthcare solutions company that incorporates product manufacturing, distribution support and innovative technology services to deliver significant and sustained value across the breadth of the industry – from acute care to patients in their home. Our teammates serve healthcare industry customers in approximately 80 countries by producing quality products and helping to reduce total costs across the healthcare supply chain by optimizing point-of care performance, freeing up capital and clinical resources and managing contracts to optimize financial performance. Basis of Presentation and Consolidation. The consolidated financial statements include the accounts of Owens & Minor, 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. The results of operations of businesses acquired by the Company are included as of the respective acquisition date. We report our business under two distinct segments: Products & Healthcare Services and Patient Direct. The Products & Healthcare Services segment includes our United States (U.S.) distribution division (Medical Distribution), including outsourced logistics and value-added services, and Global Products division which manufactures and sources medical surgical products through our production and kitting operations. The Patient Direct segment includes our home healthcare divisions (Byram and Apria). Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation. 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, the allowances for losses on accounts receivable, inventory valuation allowances, 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, Cash Equivalents and Restricted Cash. Cash, cash equivalents and restricted cash includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in North America, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash as of December 31, 2023 includes cash held in an escrow account as required by the Centers for Medicare & Medicaid Services in conjunction with the Bundled Payments for Care Improvement initiatives related to wind-down costs of Fusion5 and $ 14 million of cash deposits received subject to limitations on use until remitted to a third-party financial institution (the Purchaser), pursuant to the Master Receivables Purchase Agreement (RPA). 67 Table of Contents The following table provides a reconciliation of cash, cash equivalents and restricted cash 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. ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Cash and cash equivalents ​ $ 49,382 ​ $ 243,037 Restricted cash included in Other current assets ​ — ​ 29,887 Total cash, cash equivalents, and restricted cash ​ $ 49,382 ​ $ 272,924 ​ 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. Accounts receivable, net are recorded at net realizable value. In the Products & Healthcare Services segment, accounts receivable from customers are recorded at net realizable value of the invoiced amount and are reduced by any rebates due to the customer, which are estimated based on contractual terms or historical experience. We assess finance charges on overdue accounts receivable that are recognized as other operating income based on their estimated ultimate collectability. We have arrangements with certain customers under which they make deposits on account. Customer deposits in excess of outstanding receivable balances are classified as other current liabilities. Due to the nature of our industry and the reimbursement environment in which we operate in the Patient Direct segment, certain estimates are required to record total 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 denial or account review. We maintain valuation allowances based upon the expected collectability of accounts receivable. Our allowances include specific amounts for accounts that are likely to be uncollectible, such as customer bankruptcies and disputed amounts and general allowances for accounts that may become uncollectible. Allowances are estimated based on a number of factors, including industry trends, current economic conditions, creditworthiness of customers, age of the receivables, changes in customer payment patterns, and historical experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowances for losses on accounts receivable of $ 6.2 million and $ 7.9 million have been applied as reductions of accounts receivable at December 31, 2024 and 2023. Receivables Financing Agreement. On March 29, 2022, we entered into an amendment to our accounts receivable securitization program (Receivables Financing Agreement) which has a maximum borrowing capacity of $ 450 million. Under the Receivables Financing Agreement, certain of our accounts receivable balances are sold to our wholly owned special purpose entity, O&M Funding LLC. The sold accounts receivable balances are collateral and outstandings are recorded as debt. This agreement was not in effect as of December 31, 2024, as it was amended and restated i n its entirety on October 18, 2024, as described below. Receivables Purchase Agreement. 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 do not expect to utilize the RPA in the future. 68 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, net of payments made to the Purchaser, 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 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. Receivables Sale Program. On October 18, 2024, O&M Funding and Owens & Minor Medical, LLC., each a wholly-owned subsidiary of the Company, 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. The Receivables Sale Program amends and restates in its entirety, the Receivables Financing Agreement. 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 $ 168 million during the year ended December 31, 2024. We collected $ 98 million of the sold accounts receivable for the year ended December 31, 2024. The losses on sales of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense (income), net in the consolidated statements of operations were $ 1.9 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. As of December 31, 2023 there was a total of $ 124 million of uncollected accounts receivable sold and removed from our consolidated balance sheet under the RPA. As of December 31, 2024 the Receivables Sale Program was utilized and we do not anticipate utilizing the RPA in the future. Merchandise Inventories. Merchandise inventories are valued at the lower of cost or market, with the approximate cost determined by the last-in, first-out (LIFO) method for distribution inventories in the U.S. within our Products & Healthcare Services segment. Cost of remaining inventories are determined using the first-in, first out (FIFO) or weighted-average cost method at the lower of cost or net realizable value. We periodically evaluate whether inventory valuation allowance adjustments are required, which includes consideration of recent sales trends. In our evaluation, we review for expired or obsolete inventory and slow-moving inventory. We write down inventories which are considered excess and obsolete as a result of these assessments. Shifts in market trends and conditions, as well as changes in customer preferences and behavior could affect the value of our inventories. At December 31, 2024 and 2023 we had net inventory of $ 1.1 billion and $ 1.1 billion, of which $ 658 million and $ 718 million were valued under LIFO, all of which relates to inventory in our Products & Healthcare Services segment. If LIFO inventories had been valued on a current cost or FIFO basis, they would have been $ 234 million and $ 233 million greater as of December 31, 2024 and 2023. Inventory, net, consists of the following: ​ ​ 69 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Finished goods ​ $ 1,059,798 ​ $ 1,051,553 Raw materials ​ 77,922 ​ 75,711 Work in process ​ 59,115 ​ 61,527 Inventory, gross ​ ​ 1,196,835 ​ ​ 1,188,791 Inventory valuation allowances ​ ( 64,956 ) ​ ( 78,185 ) Inventory, net ​ $ 1,131,879 ​ $ 1,110,606 ​ For the year ended December 31, 2022, primarily due to demand declines and builds in excess personal protective equipment (PPE), we increased our estimate of inventory valuation allowances. This change in estimate contributed to a $ 92 million (approximately $ 70 million, net of tax) valuation adjustment, or an approximate $ 0.93 and $ 0.91 impact per basic and diluted common share. Property and Equipment, net. Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense for financial reporting purposes is computed on a straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the term of the lease, if shorter. In general, the estimated useful lives for computing depreciation are three to 15 years for machinery and equipment, five to 40 years for buildings, one to 10 years for patient service equipment, and up to 15 years for leasehold and land improvements. 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. In addition, we record capital-related government grants earned as reductions to the cost of property and equipment; and associated unpaid liabilities and grant proceeds receivable are considered non-cash changes in such balances for purposes of preparation of our consolidated statements of cash flows. Patient service equipment consists of medical equipment rented to patients, primarily on a month-to-month basis. Patient service equipment depreciation is classified in our consolidated statements of operations within cost of goods sold as the equipment is rented to patients as part of our primary operations within the Patient Direct segment. Leases. We enter into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from one to 11 years. Certain leases include renewal options, generally for one to five-year increments. The exercise of lease renewal options is at our sole discretion. We include options to renew (or terminate) in our lease term, and as part of our right-of-use assets and lease liabilities, when it is reasonably certain that we will exercise that option. We also lease some of our transportation and material handling equipment for terms generally ranging from three to 10 years. 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 life of right-of-use assets and leasehold improvements 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 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 that the fair value does not exceed the carrying amount, then a 70 Table of Contents quantitative test is performed. The quantitative goodwill impairment test involves a comparison of the estimated fair value of the reporting unit to the respective carrying amount. We determine the estimated fair value of our reporting units by using an equally weighted combination of the income-based approach and the market-based approach. The income-based approach is dependent upon several significant assumptions and estimates regarding future period cash flows, including assumptions with respect to future sales growth and a terminal growth rate. In addition, a weighted average cost of capital (WACC) is used to discount future estimated cash flows to their present values. The WACC is based on externally observable data considering market participants’ cost of equity and debt, optimal capital structure and interest rates, as well as the risk and uncertainty with respect to the reporting unit and internally developed financial projections. Under the market-based approach, significant estimates and assumptions also include the selection of appropriate guideline public companies whose stock is actively traded in public markets and the determination of appropriate valuation multiples to apply to the reporting unit. Although we believe our assumptions and estimates are reasonable and appropriate, any significant adverse changes in one or a combination of key assumptions, including, but not limited to, a failure to meet our business plans or expected earnings and cash flows, unanticipated events and circumstances such as the loss of a contract with a large payor, changes in assumptions about the duration and magnitude of increased supply chain expense, commodities costs or inflationary pressures and our planned efforts to mitigate such impacts, disruptions in the supply chain, estimated demand and selling prices for PPE or other products, a decline in our market capitalization, an increase in the discount rate, a decrease in the terminal growth rate, increases in tax rates (including potential tax reform) or a significant change in industry or economic trends, may affect the accuracy or validity of such estimates and may result in goodwill impairment. 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, which could adversely affect our results of operations. During the year ended December 31, 2024 we recognized a pre-tax impairment charge of $ 307 million ($ 305 million net of tax), or a $ 3.97 negative impact per share, related to the Apria reporting unit. See Note 5. No impairment of goodwill was recorded for the years ended December 31, 2023 and 2022. 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, trademarks, 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. We also develop software for external use. 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, 2024 and 2023 was $ 41 million and $ 47 million. Depreciation and amortization expense includes $ 17 million, $ 16 million and $ 14 million of software amortization for the years ended December 31, 2024, 2023, and 2022. Long-Lived Assets. Long-lived assets, which include property and equipment, finite-lived intangible assets, right-of-use assets, and unamortized software costs, 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-lived assets for potential impairment by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows. No material impairments of long-lived assets were recorded for the years ended December 31, 2024, 2023, and 2022. We suspend depreciation and amortization on assets that are held for sale. 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 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 71 Table of Contents liabilities and other liabilities in the consolidated balance sheets and were $ 27 million and $ 26 million in total at December 31, 2024 and 2023. Revenue Recognition. Our revenue is primarily generated from sales contracts with customers. Revenue for sales of products, including equipment and supplies, is recorded when control of the promised goods is transferred. Revenue for activity-based fees and other services is recognized over time as activities are performed. Depending on the specific contractual provisions and nature of the performance obligation, revenue from services may be recognized on a straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final deliverables have been provided. In our Products & Healthcare Services segment, under most of our distribution and product sales arrangements, our performance obligations are limited to delivery of products to a customer upon receipt of a purchase order. For these arrangements, we recognize revenue at the point in time when shipment is completed, as control passes to the customer upon product receipt. Our contracts sometime allow for forms of variable consideration including rebates, discounts, performance guarantees, and implicit price concessions. We estimate the amount of consideration to which we will be entitled in exchange for transferring the product or service to the customer under the expected value method as part of determining the sales transaction price using contractual terms, historical experience, and other operating trends. The amounts accrued for rebates due to customers, which are recorded in accounts receivable, net, were $ 80 million and $ 81 million at December 31, 2024 and 2023. In most cases, we record revenue gross, as we are the primary obligor. When we act as an agent in a sales arrangement and do not bear a significant portion of inventory risks, primarily for our outsourced logistics business, we record revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from revenues. Within our Patient Direct segment, revenues are recognized under fee-for-service arrangements for equipment we rent to patients and sales of equipment, supplies and other items we sell to patients. Revenue that is generated from equipment that we rent to patients is primarily recognized over the noncancelable rental period, typically one month, and commences on delivery of the equipment to the patients. Revenues are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare, Medicaid and patients. 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. Rental revenue, less estimated adjustments, is recognized as earned on a straight-line basis over the noncancellable lease term. We recorded $ 591 million, $ 617 million and $ 447 million in revenue related to equipment we rent to patients for the years ended December 31, 2024, 2023, and 2022. See Note 16 for disaggregation of revenue by segment and geography as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Cost of Goods Sold. Cost of goods sold includes the cost of the product (net of supplier incentives and cash discounts) and all costs incurred for shipments of products from manufacturers to our distribution centers for all customer arrangements where we are the primary obligor, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. Cost of goods sold also includes direct and certain indirect labor, material and overhead costs, including depreciation expense, associated with our Global Products division. We have contractual arrangements with certain suppliers that provide incentives, including cash discounts for prompt payment, operational efficiency and performance-based incentives. These incentives are recognized as a reduction in cost of goods sold as targets become probable of achievement. In situations where we act as an agent in a sales arrangement and do not bear a significant portion of these risks, primarily for our outsourced logistics business, there is no cost of goods sold and all costs to provide the service to the customer are recorded in distribution, selling and administrative expenses. 72 Table of Contents Within our Patient Direct segment, patient service equipment depreciation and the net book value of dispositions are classified in the Company’s consolidated statements of operations within cost of goods sold as the equipment is rented to patients as part of the Company’s primary operations. Depreciation expense for patient service equipment was $ 127 million, $ 138 million and $ 89 million for the years ended December 31, 2024, 2023 and 2022. The net book value of patient service equipment sales and dispositions within the Patient Direct segment, net of the gain for returned equipment to Philips Respironics for previously recalled equipment, were $ 34 million, $ 36 million and $ 22 million for the years ended December 31, 2024, 2023 and 2022. As a result of different practices of categorizing costs and different business models throughout our industry, our gross profits may not necessarily be comparable to other companies in our industry. Inventory valuation allowance adjustments, including for excess and obsolete inventory, are recorded as a charge to cost of goods sold. Distribution, Selling and Administrative (DS&A) Expenses. DS&A expenses include shipping and handling costs, labor, certain depreciation and amortization, certain research and development costs and other costs for selling and administrative functions. We incurred research and development costs, primarily included in DS&A expenses on the consolidated statement of operations, of $ 13 million, $ 13 million, and $ 12 million for the years ended 2024, 2023 and 2022. Shipping and Handling. Shipping and handling costs are primarily included in DS&A expenses in the consolidated statements of operations and include costs to store, to move, and to prepare products for shipment, as well as costs to deliver products to customers. Shipping and handling costs totaled $ 665 million, $ 641 million, and $ 581 million for the years ended December 31, 2024, 2023, and 2022. Share-Based Compensation. We account for share-based payments to teammates at fair value and recognize the related expense primarily in DS&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. Derivative Financial Instruments. We are directly and indirectly affected by changes in foreign currency, 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 use forward contracts, which are agreements to buy or sell a quantity at a predetermined future date and at a predetermined rate or price. We do not enter into derivative financial instruments for trading purposes. All derivatives are carried at fair value in our consolidated balance sheets. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we record the change in fair value of the derivative instrument in our consolidated financial statements. A derivative qualifies for hedge accounting if, at inception, we expect the derivative will be highly effective in offsetting the underlying hedged cash flows and we fulfill the hedge documentation standards at the time we enter into the derivative contract. We designate a hedge as a cash flow hedge, fair value hedge, or a net investment hedge based on the exposure we are hedging. For the effective portion of qualifying cash flow hedges, we record changes in fair value in other comprehensive income (OCI). We release the derivative’s gain or loss from OCI to match the timing of the underlying hedged items’ effect on earnings. We review the effectiveness of our hedging instruments quarterly, recognize current period hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. We recognize changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period earnings. The cash flow impacts of the derivative instruments are included in our consolidated statements of cash flows as a component of operating or financing activities. 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 73 Table of Contents 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 the 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. We earn a portion of our operating income in foreign jurisdictions outside the U.S. We are permanently reinvested in our foreign subsidiaries. Our policy election for global intangible low-taxed income is that we will record such taxes as a current period expense once incurred and will follow the tax law ordering approach. 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 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, restricted cash, 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 units 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 are 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 the expected acquisition of Rotech Healthcare Holdings Inc., (Rotech) and the Agreement and Plan of Merger dated January 7, 2022 to acquire Apria, Inc. (Apria Acquisition), including transaction costs necessary to consummate the acquisition, which consisted of investment banking advisory fees and legal fees, director and officer tail insurance expense, severance and retention bonuses, and professional fees. Acquisition-related charges and intangible amortization also includes transition expenses and costs to integrate personnel, systems and processes along with 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 and are excluded from our segment results to allow for a more consistent comparison with forecasted, current and historical results. Exit and Realignment Charges, net . Exit and realignment charges, net consist of costs associated with optimizing our operations which includes the consolidation of certain production facilities, distribution centers, warehouses, administrative offices and IT strategic initiatives, divestiture related costs and other strategic actions. These charges also include costs associated with our 2023-2024 Operating Model Realignment Program, which includes 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 74 Table of Contents remaining contractual obligations discounted using a credit-adjusted risk-free rate of interest. We evaluate these assumptions quarterly and adjust the liability accordingly. Severance benefits are generally recorded when payment is considered probable and reasonably estimable. These costs are not normal recurring, cash operating expenses necessary for the Company to operate its business on an ongoing basis . Net (Loss) Income Per Share. Basic and diluted net (loss) income per share are calculated pursuant to the two-class method, under which unvested share-based payment awards containing non-forfeitable rights to dividends are participating securities. Diluted income per share reflects the potential dilution that could occur if restricted awards were exercised or converted into common stock. Foreign Currency Translation. Our foreign subsidiaries generally consider their local currency to be their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and revenues, cost of goods sold and expenses are translated at average exchange rates during the period. Cumulative currency translation adjustments are included in accumulated other comprehensive loss in shareholders’ equity. Gains and losses on intercompany foreign currency transactions that are long-term in nature and which we do not intend to settle in the foreseeable future are also recognized in other comprehensive income (loss) in shareholders’ equity. Realized gains and losses from foreign currency transactions are recorded in other operating expense (income), net in the consolidated statements of operations and were not material to our consolidated results of operations in 2024, 2023, and 2022. 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 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 November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of additional detailed information about a reportable segment’s expenses, including significant segment expenses regularly provided to the Chief Operating Decision Maker (CODM), the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment’s profit or loss. This ASU is effective for us in annual periods beginning after December 15, 2023 and interim periods within annual years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. We adopted this ASU effective with the annual year ending December 31, 2024. Its adoption impacted our disclosures with no impacts to our results of operations, financial condition and cash flows. Recently Issued Accounting Pronouncements Not Yet Adopted. In December 2023, the FASB Issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require 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 will require 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 expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows . I n 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 . 75 Table of Contents ​ Note 2—Significant Concentration Risk Many of our hospital customers in the U.S. are represented by group purchasing organizations (GPOs) that contract with us for services on behalf of the GPO members. GPOs representing a significant portion of our business are Vizient, Premier, Inc. and Health Trust Purchasing Group. Members of these GPOs have incentives to purchase from their primary selected distributor; however, they operate independently and are free to negotiate directly with distributors and manufacturers. For 2024, net revenue from hospitals under contract with these GPOs represented approximately 65 % of our consolidated net revenue. In 2024, 2023 and 2022, no sales of products of any individual suppliers exceeded 10% of our consolidated net revenue. Note 3—Acquisitions Acquisition of Apria. On March 29, 2022 (the Apria Acquisition Date), we completed the acquisition of 100 % of Apria, Inc. (Apria) pursuant to the Agreement and Plan of Merger dated January 7, 2022, in exchange for approximately $ 1.7 billion, net of $ 144 million of cash acquired. The purchase was funded with a combination of debt and cash on hand. Apria is a leading provider of integrated home healthcare equipment and related services in the U.S. This division is reported as part of the Patient Direct segment. The following table provides pro forma results of net revenue and net loss for the year ended December 31, 2022 as if Apria was acquired on January 1, 2021, based on the final purchase price allocation. The pro forma results below are not necessarily indicative of the results that would have been if the acquisition had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 Net revenue ​ $ 10,232,588 Net loss ​ $ ( 97,687 ) ​ Pro forma net loss of $ 98 million for the year ended December 31, 2022 includes pro forma adjustments for interest expense of $ 21 million and amortization of intangible assets of $ 11 million. The pro forma net loss for the year ended December 31, 2022 also includes $ 39 million in seller transaction expenses and stock compensation expense associated with $ 108 million owed to the holders of Apria stock awards in connection with the Apria Acquisition. Revenue and net loss of Apria since the Apria Acquisition Date included in the consolidated statement of operations for the year ended December 31, 2022 were $ 937 million and $ 3.3 million, respectively. Acquisition-related charges within acquisition-related charges and intangible amortization presented in our consolidated statements of operations for the year ended December 31, 2024 were $ 22 million, related to the expected acquisition of Rotech, which consisted primarily of legal and professional fees. Acquisition-related charges for the years ended December 31, 2023 and 2022 were $ 18 million, and $ 48 million, consisting of costs primarily related to the acquisition of Apria. These amounts are excluded from our segments’ operating income. Note 4—Property and Equipment, Net Property and equipment, net, consists of the following: ​ ​ ​ ​ 76 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 2023 Land and land improvements ​ $ 9,376 ​ $ 22,959 Buildings and leasehold improvements ​ 171,870 ​ 201,939 Machinery and equipment ​ 472,590 ​ 492,551 Patient service equipment ​ 388,445 ​ 362,192 Construction in progress ​ 32,185 ​ 10,728 Property and equipment, gross ​ 1,074,466 ​ 1,090,369 Accumulated depreciation and amortization ​ ( 565,119 ) ​ ( 546,397 ) Property and equipment, net ​ $ 509,347 ​ $ 543,972 ​ Depreciation and amortization expense for property and equipment and assets under finance leases was $ 183 million, $ 188 million, and $ 136 million for the years ended December 31, 2024, 2023, and 2022. Note 5—Goodwill and Intangible Assets, Net The following table summarizes the changes in the carrying amount of goodwill through December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products & ​ ​ ​ ​ ​ ​ ​ Healthcare ​ ​ ​ ​ ​ Patient Direct ​ Services ​ Consolidated Carrying amount of goodwill, December 31, 2022 ​ $ 1,533,670 ​ $ 103,035 ​ $ 1,636,705 Currency translation adjustments ​ ​ 1,582 ​ ​ — ​ ​ 1,582 Acquisition adjustment ​ — ​ 559 ​ 559 Carrying amount of goodwill, December 31, 2023 ​ $ 1,535,252 ​ $ 103,594 ​ $ 1,638,846 Goodwill impairment charge ​ ​ ( 307,112 ) ​ ​ — ​ ​ ( 307,112 ) Currency translation adjustments ​ — ​ ( 453 ) ​ ( 453 ) Carrying amount of goodwill, December 31, 2024 ​ $ 1,228,140 ​ $ 103,141 ​ $ 1,331,281 ​ As of October 1, 2024, we performed our annual impairment test and there were no impairments of goodwill. During the three months ended December 31, 2024, we experienced financial market changes inclusive of a decline in Owens & Minor’s stock price and an increase in the risk free interest rate resulting in an increase in the discount rate used for impairment analysis. Additionally, anticipated changes in pricing of a capitated contract contributed to a reduction in projected future cash flows within our Apria reporting unit. As a result of these factors during the three months ended December 31, 2024, we performed an interim quantitative goodwill impairment test and concluded that the fair value for our Apria reporting unit within our Patient Direct segment was below its carrying amount. The amount by which the carrying value of the impaired reporting unit exceeded its fair value was $ 305 million and we recognized a pre-tax impairment charge of $ 307 million ($ 305 million after-tax) for the quarter ended December 31, 2024. We recorded these amounts in ‘Goodwill impairment charge’ in our consolidated statements of operations. No impairment of goodwill was recorded for the years ended December 31, 2023 and 2022. Intangible assets subject to amortization, which excludes indefinite-lived intangible assets at December 31, 2024 and 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ Customer ​ ​ Other Customer ​ ​ Other ​ Relationships ​ Tradenames ​ Intangibles ​ Relationships ​ Tradenames ​ Intangibles Intangible assets, gross $ 330,412 ​ $ 202,000 ​ $ 73,055 ​ $ 433,750 ​ $ 202,000 ​ $ 73,958 Accumulated amortization ( 167,824 ) ​ ( 89,214 ) ​ ( 51,703 ) ​ ( 236,791 ) ​ ( 69,655 ) ​ ( 41,427 ) Intangible assets, net $ 162,588 ​ $ 112,786 ​ $ 21,352 ​ $ 196,959 ​ $ 132,345 ​ $ 32,531 Weighted average useful life 14 years ​ 10 years ​ 6 years ​ 13 years ​ 10 years ​ 6 years ​ 77 Table of Contents At December 31, 2024 and 2023, $ 210 million and $ 250 million in net intangible assets were held in the Patient Direct segment and $ 89 million and $ 112 million were held in the Products & Healthcare Services segment. Amortization expense for intangible assets was $ 65 million for 2024, $ 84 million for 2023 and $ 79 million for 2022. As of December 31, 2024, based on the carrying value of intangible assets subject to amortization, estimated future amortization expense was as follows: ​ ​ ​ ​ Year ​ ​ 2025 ​ $ 54,453 2026 ​ 50,100 2027 ​ 41,751 2028 ​ 32,029 2029 ​ 25,881 Thereafter ​ ​ 92,512 Total future amortization ​ $ 296,726 ​ ​ Note 6—Leases The components of lease expense were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Classification 2024 2023 2022 Operating lease cost ​ DS&A Expenses ​ $ 125,423 ​ $ 109,942 ​ $ 81,520 Finance lease cost: ​ ​ ​ ​ Amortization of lease assets ​ DS&A Expenses ​ 2,194 ​ 2,151 ​ 2,755 Interest on lease liabilities ​ Interest expense, net ​ 1,071 ​ 1,232 ​ 1,516 Total finance lease cost ​ ​ ​ 3,265 ​ 3,383 ​ 4,271 Short-term lease cost ​ DS&A Expenses, Cost of goods sold ​ 11,596 ​ 8,271 ​ 4,129 Variable lease cost ​ DS&A Expenses, Cost of goods sold ​ 45,850 ​ 45,158 ​ 35,431 Total lease cost ​ ​ ​ $ 186,134 ​ $ 166,754 ​ $ 125,351 ​ 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. Supplemental balance sheet information was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ Classification 2024 2023 Assets: ​ ​ ​ ​ Operating lease assets ​ Operating lease assets ​ $ 355,627 ​ $ 296,533 Finance lease assets ​ Property and equipment, net ​ 6,376 ​ 8,477 Total lease assets ​ ​ ​ $ 362,003 ​ $ 305,010 Liabilities: ​ ​ ​ Current ​ ​ ​ Operating ​ Other current liabilities ​ $ 91,221 ​ $ 85,665 Finance ​ Current portion of long-term debt ​ 2,683 ​ 2,822 Noncurrent ​ ​ ​ Operating ​ Operating lease liabilities, excluding current portion ​ 286,212 ​ 222,429 Finance ​ Long-term debt, excluding current portion ​ 7,096 ​ 9,557 Total lease liabilities ​ ​ ​ $ 387,212 ​ $ 320,473 ​ The gross values recorded under finance leases were $ 22 million and $ 22 million with associated accumulated depreciation of $ 16 million and $ 14 million as of December 31, 2024 and 2023. 78 Table of Contents Other information related to leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2024 2023 2022 Supplemental cash flow information ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Operating cash flows from operating and finance leases ​ $ 119,157 ​ $ 109,726 ​ $ 81,821 ​ Financing cash flows from finance leases ​ $ 2,761 ​ $ 2,523 ​ $ 2,850 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for new operating and finance lease liabilities ​ $ 156,230 ​ $ 116,230 ​ $ 75,188 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (years) ​ ​ ​ ​ Operating leases ​ 4.9 ​ 3.9 ​ 4.3 ​ Finance leases ​ 3.5 ​ 4.3 ​ 5.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate ​ ​ ​ ​ Operating leases ​ 7.9 % 7.3 % 6.9 % Finance leases ​ 10.6 % 10.3 % 9.9 % ​ Maturities of lease liabilities as of December 31, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases Total 2025 ​ $ 122,637 ​ $ 3,760 ​ $ 126,397 2026 ​ 103,965 ​ 2,833 ​ 106,798 2027 ​ 78,580 ​ 2,363 ​ 80,943 2028 ​ 56,381 ​ 2,060 ​ 58,441 2029 ​ 37,617 ​ 511 ​ 38,128 Thereafter ​ 70,846 ​ — ​ 70,846 Total lease payments ​ 470,026 ​ 11,527 ​ 481,553 Less: Interest ​ ( 92,593 ) ​ ( 1,748 ) ​ ( 94,341 ) Present value of lease liabilities ​ $ 377,433 ​ $ 9,779 ​ $ 387,212 ​ ​ Note 7—Exit and Realignment Costs, Net We periodically incur exit and realignment and other charges associated with optimizing our operations which includes the consolidation of certain facilities, IT strategic initiatives, and other strategic actions. These charges also include costs associated with our 2023-2024 Operating Model Realignment Program, which includes professional fees, severance and other costs to streamline functions and processes. Exit and realignment charges, net were $ 110 million, $ 99 million and $ 6.9 million for the years ended December 31, 2024, 2023 and 2022. These amounts are excluded from our segments’ operating income. We have incurred $ 110 million and $ 92 million in charges under our 2023-2024 Operating Model Realignment Program and IT strategic initiatives for the years ended December 31, 2024, and 2023, which are included in the total exit and realignment charges above. Exit and realignment charges, net for the year ended December 31, 2024 also 79 Table of Contents included a gain of $ 7.4 million associated with the sale of our corporate headquarters. We may incur material future costs relating to certain exit and realignment actions , which remain underway and we are not able to reasonably estimate. The following table summarizes the activity related to exit and realignment cost accruals through December 31, 2024: ​ ​ ​ ​ ​ Total Accrued exit and realignment charges, December 31, 2021 ​ $ 8,306 Provision for exit and realignment activities: ​ Severance ​ 2,018 Other ​ 4,147 Cash payments ​ ( 13,502 ) Accrued exit and realignment charges, December 31, 2022 ​ 969 Provision for exit and realignment activities: ​ Severance ​ 11,556 Professional Fees ​ ​ 63,699 Vendor contract and lease termination costs ​ ​ 6,198 IT strategic initiatives ​ ​ 8,649 Other ​ 5,619 Cash payments ​ ( 76,643 ) Accrued exit and realignment charges, December 31, 2023 ​ 20,047 Provision for exit and realignment activities: ​ ​ Severance ​ 2,286 Professional fees ​ ​ 70,067 Vendor contract and lease termination costs ​ ​ 3,416 IT strategic initiatives ​ ​ 11,083 Other ​ 15,638 Cash payments ​ ( 108,438 ) Accrued exit and realignment charges, December 31, 2024 ​ $ 14,099 ​ In addition to the exit and realignment accruals in the preceding table and the $ 7.4 million gain associated with the sale of our corporate headquarters, we also incurred $ 15 million of costs that were expensed as incurred for the year ended December 31, 2024, which primarily related to accelerated depreciation of certain assets held in our Products & Healthcare Services segment. We also incurred $ 3.4 million and $ 0.7 million of costs that were expensed as incurred for the years ended December 31, 2023 and 2022, which primarily related to charges associated with a lease termination and wind-down costs related to a subsidiary, Fusion5. ​ 80 Table of Contents Note 8—Debt Debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 ​ Carrying Estimated Carrying Estimated ​ Amount ​ Fair Value ​ Amount ​ Fair Value 4.375 % Senior Notes, due December 2024 $ — ​ $ — ​ $ 171,232 ​ $ 168,754 Term Loan A 322,957 ​ 327,066 ​ 387,591 ​ 390,668 4.500 % Senior Notes, due March 2029 473,976 ​ 427,117 ​ 472,869 ​ 422,647 Term Loan B 499,871 ​ 518,665 ​ 503,212 ​ 518,293 6.625 % Senior Notes, due April 2030 542,311 ​ 518,671 ​ 540,445 ​ 529,472 Finance leases and other 14,481 ​ 14,481 ​ 22,153 ​ 22,153 Total debt 1,853,596 ​ 1,806,000 ​ 2,097,502 ​ 2,051,987 Less current maturities ( 45,549 ) ​ ( 45,549 ) ​ ( 206,904 ) ​ ( 206,904 ) Long-term debt $ 1,808,047 ​ $ 1,760,451 ​ $ 1,890,598 ​ $ 1,845,083 ​ On September 16, 2024 (the Redemption Date), we redeemed all of our outstanding 4.375 % senior notes due in December 2024 (the 2024 Notes), which had an outstanding aggregate principal balance amount of $ 171 million, pursuant to the terms of the indenture governing the 2024 Notes, at a redemption price equal to 100 % of the principal amount of the 2024 Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date. As of the Redemption Date, the 2024 Notes were no longer deemed outstanding and interest on the 2024 Notes ceased to accrue. 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 (the Secured Parties) 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. This agreement was terminated on the Redemption Date. On March 29, 2022, we entered into an amendment to our Receivables Financing Agreement. The amended Receivables Financing Agreement has a maximum borrowing capacity of $ 450 million. The interest rate under the Receivables Financing Agreement is based on a spread over a benchmark SOFR rate (as described in the Fourth Amendment to the Receivables Financing Agreement, as further amended by the Fifth Amendment to the Receivables Financing Agreement). Under the Receivables Financing Agreement, certain of our accounts receivable balances are sold to our wholly owned special purpose entity, O&M Funding LLC. On October 18, 2024, we entered into the Receivables Sale Program, which amends and restates in its entirety, the Receivables Financing Agreement. Refer to Note 1 for additional content related to the Receivables Sale Program. We had no borrowings at December 31, 2023 under our Receivables Financing Agreement. At December 31, 2023, we had maximum revolving borrowing capacity of $ 450 million available under our Receivables Financing Agreement. 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 new 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. In addition to our scheduled principal payments of $ 22 million on the Term Loan A and $ 6.0 million on the Term Loan B, we made unscheduled principal payments of $ 45 million on Term Loan A during 2024. 81 Table of Contents 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 Notes Offering). The 2029 Unsecured Notes were sold at 100 % of the principal amount with an effective yield of 4.500 %. We may redeem all or part of the 2029 Unsecured Notes prior to March 31, 2024, at a price equal to 100 % of the principal amount of the 2029 Unsecured Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make-whole” premium, as described in the Indenture dated March 10, 2021 (the Indenture). On or after March 31, 2024, we may redeem all or part of the 2029 Unsecured Notes at the applicable redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. We may also redeem up to 40 % of the aggregate principal amount of the 2029 Unsecured Notes at any time prior to March 31, 2024, at a redemption price equal to 104.5 % with an amount equal to or less than the net cash proceeds from certain equity offerings, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. 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 %. We may redeem all or part of the 2030 Unsecured Notes, prior to April 1, 2025, at a price equal to 100 % of the principal amount of the 2030 Unsecured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium, as described in the Indenture dated March 29, 2022 (the New Indenture). From and after April 1, 2025, we may redeem all or part of the 2030 Unsecured Notes at the applicable redemption prices described in the New Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. We may also redeem up to 40 % of the aggregate principal amount of the 2030 Unsecured Notes at any time prior to April 1, 2025, at a redemption price equal to 106.625 % with an amount equal to or less than the net cash proceeds from certain equity offerings, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. 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. At December 31, 2024 and 2023, our Revolving Credit Agreement was undrawn, and we had letters of credit, which reduce revolver availability, totaling $ 31 million and $ 27 million, leaving $ 419 million and $ 423 million available for borrowing. We also had letters of credit and bank guarantees, which support certain leased facilities as well as other normal business activities in the U.S. and Europe that were issued outside of the Revolving Credit Agreement for $ 2.9 million and $ 3.0 million as of December 31, 2024 and 2023. 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, 2024. 82 Table of Contents As of December 31, 2024, scheduled future principal payments of debt, excluding finance leases and other, were as follows: ​ ​ ​ ​ ​ Year ​ ​ 2025 ​ $ 40,375 2026 ​ 43,500 2027 ​ 260,375 2028 ​ 6,000 2029 ​ 965,654 2030 ​ 552,189 ​ Current maturities at December 31, 2024 include $ 34 million in principal payments on our Term Loan A, $ 6.0 million in principal payments on our Term Loan B, and $ 5.2 million in current portion of finance leases and other. 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, 2024, approximately 5.1 million common shares were available for issuance under the Plan. 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 . 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, 2024, 2023 and 2022 was $ 27 million, $ 23 million and $ 21 million with recognized tax benefits of $ 7.0 million, $ 6.0 million and $ 5.5 million. Unrecognized compensation cost related to nonvested RSAs, net of estimated forfeitures, was $ 27 million at December 31, 2024. This amount is expected to be recognized over a weighted-average period of 2.0 years, based on the maximum remaining vesting period required under the awards. Unrecognized compensation cost related to nonvested PSAs as of December 31, 2024 was $ 4.3 million and will be recognized primarily in 2025 and 2026 if the related performance targets are met at the current level expected. 83 Table of Contents The following table summarizes the activity and value of nonvested RSAs and PSAs for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ ​ 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 year ​ 3,201 ​ $ 21.70 ​ 2,777 ​ $ 22.52 ​ 4,325 ​ $ 11.57 Granted ​ 1,654 ​ 23.37 ​ 3,137 ​ 18.34 ​ 2,745 ​ 19.10 Vested ​ ( 1,104 ) ​ 25.16 ​ ( 1,736 ) ​ 14.04 ​ ( 2,667 ) ​ 8.11 Forfeited ​ ( 573 ) ​ 21.25 ​ ( 977 ) ​ 26.82 ​ ( 1,626 ) ​ 11.25 Nonvested awards at end of year ​ 3,178 ​ 21.45 ​ 3,201 ​ 21.70 ​ 2,777 ​ 22.52 ​ The total fair value of RSAs and PSAs vested during the years ended December 31, 2024, 2023 and 2022 was $ 28 million, $ 24 million and $ 22 million. Note 10—Retirement Plans Savings and Retirement Plans. We maintain a voluntary 401(k) savings and retirement plans covering substantially all full-time and certain part-time teammates in the U.S. who have met eligibility requirements. We match a certain percentage of each teammates’ contribution. These plans also provide for discretionary contributions by us for all eligible teammates, subject to certain limits, and discretionary profit-sharing contributions. We may increase or decrease our contributions at our discretion, on a prospective basis. We incurred $ 35 million, $ 15 million and $ 14 million of expense related to these plans in 2024, 2023 and 2022. We also maintain defined contribution plans in some countries outside of the U.S. in which we operate. Expenses related to these plans were not material in 2024, 2023 and 2022. U.S. Retirement Plans. We have a frozen noncontributory, unfunded retirement plan for certain retirees in the U.S. (U.S. Retirement Plan). 84 Table of Contents The following table sets forth the U.S. Retirement Plan’s financial status and the amounts recognized in our consolidated balance sheets: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ 2023 Change in benefit obligation ​ ​ ​ Benefit obligation, beginning of year ​ $ 34,059 ​ $ 39,341 ​ Interest cost ​ 1,524 ​ 1,827 ​ Actuarial gain ​ ( 1,295 ) ​ ( 3,787 ) ​ Benefits paid ​ ( 3,079 ) ​ ( 3,322 ) ​ Benefit obligation, end of year ​ $ 31,209 ​ $ 34,059 ​ Change in plan assets ​ ​ ​ Fair value of plan assets, beginning of year ​ $ — ​ $ — ​ Employer contribution ​ 3,079 ​ 3,322 ​ Benefits paid ​ ( 3,079 ) ​ ( 3,322 ) ​ Fair value of plan assets, end of year ​ $ — ​ $ — ​ Funded status, end of year ​ $ ( 31,209 ) ​ $ ( 34,059 ) ​ Amounts recognized in the consolidated balance sheets ​ ​ ​ Other current liabilities ​ $ ( 2,936 ) ​ $ ( 2,975 ) ​ Other liabilities ​ ( 28,273 ) ​ ( 31,084 ) ​ Accumulated other comprehensive loss ​ 4,838 ​ 6,331 ​ Net amount recognized ​ $ ( 26,371 ) ​ $ ( 27,728 ) ​ Accumulated benefit obligation ​ $ 31,209 ​ $ 34,059 ​ Weighted average assumptions used to determine benefit obligation ​ ​ ​ Discount rate ​ 5.31 % 4.68 % 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, 2024 and 2023. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2024 2023 2022 ​ Interest cost $ 1,524 ​ $ 1,827 ​ $ 1,176 ​ Recognized net actuarial loss 198 ​ 431 ​ 923 ​ Net periodic benefit cost $ 1,722 ​ $ 2,258 ​ $ 2,099 ​ Weighted average assumptions used to determine net periodic benefit cost ​ ​ ​ Discount rate 4.68 % 4.87 % 2.43 % 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 85 Table of Contents following table. We expect to recognize approximately $ 0.1 million of the net actuarial loss reported in the following table as of December 31, 2024, as a component of net periodic benefit cost during 2025. ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2024 2023 Net actuarial loss ​ $ ( 4,838 ) ​ $ ( 6,331 ) Deferred tax benefit ​ 3,479 ​ 3,867 Amounts included in accumulated other comprehensive loss, net of tax ​ $ ( 1,359 ) ​ $ ( 2,464 ) ​ As of December 31, 2024, 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 ​ ​ 2025 ​ $ 2,899 2026 ​ 2,722 2027 ​ 2,555 2028 ​ 2,390 2029 ​ 2,246 2030-2034 ​ 8,471 ​ International Retirement Plans. Certain of our foreign subsidiaries have defined benefit pension plans covering substantially all of their respective teammates. As of December 31, 2024 and 2023, the accumulated benefit obligation under these plans was $ 14 million and $ 16 million. We recorded $ 3.3 million, $ 4.3 million and $ 3.6 million in net periodic benefit cost for the years ended December 31, 2024, 2023 and 2022. Note 11—Derivatives We are directly and indirectly affected by changes in foreign currency, 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 enter into foreign currency contracts to manage our foreign exchange exposure related to certain balance sheet items that do not meet the requirements for hedge accounting. These derivative instruments are adjusted to fair value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. 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 swap was designated as a cash flow hedge. Cash flows related to the interest rate swap agreement are included in interest expense, net. We determine the fair value of our foreign currency derivatives and 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, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 86 Table of Contents ​ Notional ​ Derivative Assets Derivative Liabilities ​ Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges ​ ​ ​ ​ ​ ​ Interest rate swaps ​ $ 300,000 ​ March 2027 Other assets, net ​ $ 6,113 ​ Other liabilities ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Economic (non-designated) hedges ​ ​ ​ ​ ​ Foreign currency contracts ​ $ 43,238 ​ January 2025 Other current assets ​ $ 8 ​ Other current liabilities ​ $ 255 ​ The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Derivative Assets Derivative Liabilities ​ Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps ​ $ 350,000 ​ March 2027 ​ Other assets, net ​ $ 8,447 ​ Other liabilities ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Economic (non-designated) hedges ​ ​ ​ ​ ​ Foreign currency contracts ​ $ 78,436 ​ January 2024 Other current assets ​ $ 1,043 ​ Other current liabilities ​ $ — ​ 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, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain Location of Gain Total Amount of Expense Amount of Gain/ ​ Recognized in ​ Reclassified from ​ Line Items Presented in the ​ (Loss) 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 ​ $ 143,804 ​ $ 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 ​ Amount of Gain ​ Location of Gain ​ Total Amount of Expense ​ Gain/(Loss) ​ Recognized in ​ Reclassified from ​ Line Items Presented in the ​ Reclassified from ​ Other ​ Accumulated Other ​ Consolidated Statement of ​ Accumulated Other ​ Comprehensive ​ Comprehensive Loss ​ Operations in Which the ​ Comprehensive Loss ​ (Loss) Income ​ into Income ​ Effects are Recorded ​ into Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps $ 2,707 Interest expense, net ​ $ 157,915 ​ $ 9,720 ​ The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. 87 Table of Contents The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of ​ ​ Amount of Gain Location of Gain Total Amount of Expense ​ Gain/(Loss) ​ ​ Recognized in ​ Reclassified from ​ Line Items Presented in the ​ Reclassified from ​ ​ Other ​ Accumulated Other ​ Consolidated Statement of ​ Accumulated Other ​ ​ Comprehensive ​ Comprehensive Loss ​ Operations in Which the ​ Comprehensive Loss ​ ​ Income ​ into Income ​ Effects are Recorded ​ into Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps ​ $ 14,814 Interest expense, net ​ $ 128,891 ​ $ ( 647 ) ​ The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. For the years ended December 31, 2024, 2023 and 2022 we recognized losses of $ 3.5 million, $ 0.3 million and $ 0.9 million, associated with our economic (non-designated) foreign currency contracts. We recorded the change in fair value of derivative instruments and the remeasurement adjustment of the foreign currency denominated asset or liability in other operating expense (income), net for our foreign exchange contracts. Note 12—Income Taxes The components of net (loss) income before income taxes consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2024 2023 2022 Net (loss) income before income taxes: ​ ​ ​ U.S. ​ $ ( 383,475 ) ​ $ ( 65,432 ) ​ $ ( 17,650 ) Foreign ​ 26,118 ​ 10,706 ​ 28,541 Net (loss) income before income taxes ​ $ ( 357,357 ) ​ $ ( 54,726 ) ​ $ 10,891 ​ The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2024 2023 2022 Current tax provision: ​ ​ ​ Federal ​ $ 22,034 ​ $ 3,887 ​ $ 1,090 State ​ 4,187 ​ 1,535 ​ 5,125 Foreign ​ 5,223 ​ 4,886 ​ 8,648 Total current tax provision ​ 31,444 ​ 10,308 ​ 14,863 Deferred tax benefit: ​ ​ ​ Federal ​ ( 19,262 ) ​ ( 18,081 ) ​ ( 8,671 ) State ​ ( 6,460 ) ​ ( 4,823 ) ​ ( 5,395 ) Foreign ​ ( 393 ) ​ ( 829 ) ​ ( 12,295 ) Total deferred tax benefit ​ ( 26,115 ) ​ ( 23,733 ) ​ ( 26,361 ) Total income tax provision (benefit) ​ $ 5,329 ​ $ ( 13,425 ) ​ $ ( 11,498 ) ​ ​ 88 Table of Contents A reconciliation of the federal statutory rate to our effective income tax rate is shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2024 2023 2022 Federal statutory rate 21.0 % 21.0 % 21.0 % Increases (decreases) in the rate resulting from: ​ ​ ​ Unrecognized tax benefits ( 5.0 ) % ( 2.6 ) % 10.2 % State income taxes, net of federal income tax impact 0.8 % 6.4 % ( 7.1 ) % Research and development (R&D) credit 0.9 % 4.4 % ( 29.9 ) % Foreign income taxes ( 0.1 ) % ( 0.9 ) % 0.5 % Valuation allowance 0.5 % ( 0.5 ) % — % Restricted stock vestings ( 0.1 ) % ( 1.0 ) % ( 57.3 ) % Nondeductible Interest ​ ( 0.2 ) % ( 1.5 ) % 6.6 % Nondeductible compensation ( 0.9 ) % ( 3.6 ) % 28.9 % Foreign repatriation change (Thailand) — % — % ( 96.3 ) % Non-deductible transaction costs — % — % 19.5 % Foreign derived intangible income (FDII) — % 4.0 % — % Global intangible low-taxed income ( 0.2 ) % 0.7 % 5.0 % Goodwill impairment ​ ( 17.6 ) % — % — % Other ( 0.6 ) % ( 1.9 ) % ( 6.7 ) % Effective income tax rate ( 1.5 ) % 24.5 % ( 105.6 ) % ​ 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, 2024 2023 Deferred tax assets: ​ ​ Employee benefit plans ​ $ 29,456 ​ $ 28,763 Accrued liabilities not currently deductible ​ 20,046 ​ 15,997 Finance charges ​ 1,970 ​ 2,173 Lease liabilities ​ 101,240 ​ 83,895 Allowance for losses on accounts receivable ​ 7,967 ​ 7,335 Net operating loss carryforwards ​ 22,780 ​ 41,165 Capital loss carryover ​ 28,435 ​ 30,034 Interest limitation ​ 20,373 ​ 13,082 Insurance ​ ​ 1,789 ​ ​ 1,323 R&D capitalized costs ​ 26,283 ​ 21,974 Other ​ 9,559 ​ 8,462 Total deferred tax assets ​ 269,898 ​ 254,203 Less: valuation allowances ​ ( 33,830 ) ​ ( 35,520 ) Net deferred tax assets ​ 236,068 ​ 218,683 Deferred tax liabilities: ​ ​ Merchandise inventories ​ 25,699 ​ 25,866 Goodwill ​ 5,017 ​ 5,426 Property, equipment and computer software ​ 60,960 ​ 69,411 Right-of-use assets ​ 94,121 ​ 79,303 Derivatives ​ 1,590 ​ 2,196 Intangible assets ​ 49,113 ​ 62,301 Other ​ 884 ​ 859 Total deferred tax liabilities ​ 237,384 ​ 245,362 Net deferred tax liability ​ $ ( 1,316 ) ​ $ ( 26,679 ) ​ 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. capital loss carryforward, which has a full valuation allowance, has an expiration date of five years. As of December 31, 2024, 89 Table of Contents federal net operating losses of approximately $ 32 million are available to offset future federal taxable income. The entire $ 32 million of net operating losses have an unlimited carryforward period and will not expire. The capital loss and net operating loss carryforwards in various state jurisdictions have various expiration dates ranging from five years to an unlimited carryforward period. As of December 31, 2024, there are $ 3.8 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, at December 31, 2024. ​ Cash payments for income taxes, including interest, for 2024, 2023 and 2022 were $ 11 million, $ 13 million and $ 38 million. Cash tax refunds received for 2024, 2023 and 2022 were $ 5.8 million, $ 20 million and $ 4.2 million. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Unrecognized tax benefits at January 1, ​ $ 22,741 ​ $ 22,499 Increases for positions taken during current period ​ 430 ​ 410 Increases for positions taken during prior periods ​ 15,098 ​ 13 Lapse of statute of limitations ​ ( 3,468 ) ​ ( 181 ) Unrecognized tax benefits at December 31, ​ $ 34,801 ​ $ 22,741 ​ Included in the liability for unrecognized tax benefits at December 31, 2024 and 2023, there were no and $ 2.7 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. These tax positions are temporary differences which do not impact the annual effective tax rate under deferred tax accounting. Any change in the deductibility period of these tax positions would impact the timing of cash payments to taxing jurisdictions. Unrecognized tax benefits of $ 35 million and $ 20 million at December 31, 2024 and 2023 would impact our effective tax rate if recognized and the remaining would not impact our effective tax rate. We recognize accrued interest and penalties related to unrecognized tax benefits. Accrued interest at December 31, 2024 and 2023 was $ 13 million and $ 5.7 million. The amounts recognized in interest expense for the years ended December 31, 2024, 2023 and 2022 were $ 7.6 million, $ 1.7 million and $ 1.0 million. There were no penalties accrued at December 31, 2024, 2023 and 2022 or recognized in 2024, 2023 and 2022. 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. This matter does not impact our 2023, 2024 or future tax years. The total change in estimate, net of an income tax benefit from the foreign taxing authority, was $ 19 million, or a $ 0.24 negative impact per basic and diluted common share, including $ 5.3 million of interest, for the twelve months ended December 31, 2024 and is reflected within the income tax provision on our consolidated statements of operations. The total change in estimate reflects an increase in the liability for unrecognized tax benefits of $ 20 million recorded within other current liabilities, partially offset by a $ 1.9 million increase in the receivable from the foreign taxing authority recorded within other current assets, on our consolidated balance sheet at December 31, 2024. As of December 31, 2024, we owed $ 43 million associated with the NOPA matter, which includes $ 12 million of interest accrued on the matter through December 31, 90 Table of Contents 2024. The balance sheet classification and amount owed may be subject to change depending on the timing of a final agreement with the IRS. ​ We file income tax returns in the U.S. federal and various state and foreign jurisdictions. Our U.S. federal income tax returns for the years 2019 through 2023 are subject to examination. Our income tax returns for U.S. state and local jurisdictions are generally open for the years 2019 through 2023; however, certain returns may be subject to examination for differing periods. The former owners are contractually obligated to indemnify us for all income tax liabilities incurred by the Halyard foreign entities located in Thailand prior to its acquisition on April 30, 2018. 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, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 2023 2022 Net (loss) income $ ( 362,686 ) ​ $ ( 41,301 ) ​ $ 22,389 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding - basic 76,741 ​ 75,785 ​ 74,496 Dilutive shares — ​ — ​ 1,721 Weighted average shares outstanding - diluted 76,741 ​ 75,785 ​ 76,217 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income per common share ​ ​ Basic $ ( 4.73 ) ​ $ ( 0.54 ) ​ $ 0.30 Diluted $ ( 4.73 ) ​ $ ( 0.54 ) ​ $ 0.29 ​ Share-based awards for the years ended December 31, 2024 and 2023, of approximately 1.5 million and 1.6 million shares were excluded from the calculation of net loss per diluted common share as the effect would be anti-dilutive. ​ 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, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 (loss) income before reclassifications ​ ( 1,082 ) ​ ( 15,145 ) ​ 5,492 ​ ( 10,735 ) Income tax ​ 280 ​ — ​ ( 1,428 ) ​ ( 1,148 ) Other comprehensive (loss) 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 ) ​ 91 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 before reclassifications ​ 2,405 ​ 7,141 ​ 2,707 ​ 12,253 Income tax ​ ( 639 ) ​ — ​ ( 704 ) ​ ( 1,343 ) Other comprehensive income before reclassifications, net of tax ​ 1,766 ​ 7,141 ​ 2,003 ​ 10,910 Amounts reclassified from accumulated other comprehensive income (loss) ​ 431 ​ — ​ ( 9,720 ) ​ ( 9,289 ) Income tax ​ ( 111 ) ​ — ​ 2,527 ​ 2,416 Amounts reclassified from accumulated other comprehensive income (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) income, December 31, 2023 ​ $ ( 5,115 ) ​ $ ( 32,954 ) ​ $ 6,251 ​ $ ( 31,818 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ ​ ​ ​ ​ ​ Retirement ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ Plans ​ Adjustments ​ Derivatives ​ Total Accumulated other comprehensive loss, December 31, 2021 ​ $ ( 14,597 ) ​ $ ( 25,994 ) ​ $ — ​ $ ( 40,591 ) Other comprehensive income (loss) before reclassifications ​ 8,359 ​ ( 14,101 ) ​ 14,814 ​ 9,072 Income tax ​ ( 1,646 ) ​ — ​ ( 3,851 ) ​ ( 5,497 ) Other comprehensive income (loss) before reclassifications, net of tax ​ 6,713 ​ ( 14,101 ) ​ 10,963 ​ 3,575 Amounts reclassified from accumulated other comprehensive loss ​ 923 ​ — ​ 647 ​ 1,570 Income tax ​ ( 240 ) ​ — ​ ( 169 ) ​ ( 409 ) Amounts reclassified from accumulated other comprehensive loss, net of tax ​ 683 ​ — ​ 478 ​ 1,161 Other comprehensive income (loss) ​ 7,396 ​ ( 14,101 ) ​ 11,441 ​ 4,736 Accumulated other comprehensive income (loss), December 31, 2022 ​ $ ( 7,201 ) ​ $ ( 40,095 ) ​ $ 11,441 ​ $ ( 35,855 ) ​ 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 Co mmitments include $ 48 million of legally binding lease payments for the Morgantown, West Virginia center of excellence for medical supplies and logistics lease signed, but not yet commenced, as well as $ 23 million of legally binding lease payments for the Sioux Falls, South Dakota integrated service center lease signed, but not yet commenced. ​ On July 22, 2024, we entered into an Agreement and Plan of Merger to acquire Rotech for $ 1.36 billion in cash. Given anticipated tax benefits of approximately $ 40 million from the transaction, the net purchase price is approximately $ 1.32 billion. Rotech is a national leader in providing home medical equipment in the U.S. The definitive agreement contains certain termination rights for the Company and Rotech. In the event that we terminate the contract, we will be required to pay Rotech a termination fee of $ 70 million. The transaction is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart Scott Rodino Act, and is expected to close in the first half of 2025. We have fully committed financing in place and expect to use a combination of cash and incremental borrowings to fund the purchase price. ​ 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, cybersecurity, environmental tort 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. 92 Table of Contents Based on current knowledge and the advice of counsel, we believe that the liability recorded on the consolidated balance sheet as of December 31, 2024 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 We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Products & Healthcare Services and Patient Direct. The Products & Healthcare Services segment includes our U.S. distribution division (Medical Distribution), including outsourced logistics and value-added services business, and our Global Products division which manufactures and sources medical surgical products through our production and kitting operations. The Patient Direct segment includes our home healthcare divisions (Byram and Apria). The CODM for both of our segments is the President, Chief Executive Officer & Director. The CODM uses segment income to evaluate the performance of our segments, determine incentive compensation, and engage in financial and operational planning, including the allocation of labor, financial and capital resources. Segment income excludes acquisition-related charges and intangible amortization, exit and realignment charges, net, and goodwill impairment charges, along with other adjustments, that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading and not meaningful. The following tables present financial information by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ Products & Healthcare Services ​ Patient Direct ​ Consolidated Net revenue $ 8,020,771 $ 2,680,112 $ 10,700,883 Cost of goods sold 7,081,997 1,399,732 ​ Distribution, selling and administrative expenses ​ 879,671 ​ 1,030,120 ​ ​ Other operating expense (income), net ​ 6,091 ​ ( 9,895 ) ​ ​ Segment income $ 53,012 $ 260,155 ​ 313,167 Acquisition-related charges and intangible amortization ​ ​ ​ ​ ​ ( 86,543 ) Exit and realignment charges, net ​ ​ ( 110,162 ) Goodwill impairment charge ​ ​ ​ ​ ​ ( 307,112 ) Litigation and related charges (1) ​ ​ ​ ​ ​ ( 17,119 ) Operating loss ​ ​ ​ ​ $ ( 207,769 ) Capital expenditures $ 50,050 $ 178,112 $ 228,162 ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ Products & Healthcare Services ​ Patient Direct ​ Consolidated Net revenue $ 7,781,395 $ 2,552,572 $ 10,333,967 Cost of goods sold 6,873,254 1,335,553 ​ Distribution, selling and administrative expenses ​ 843,967 ​ 969,592 ​ ​ Other operating expense, net ​ 6,365 ​ 564 ​ ​ Segment income $ 57,809 $ 246,863 ​ 304,672 Acquisition-related charges and intangible amortization ​ ​ ​ ​ ​ ( 101,037 ) Exit and realignment charges, net ​ ​ ( 99,127 ) Operating income ​ ​ ​ ​ $ 104,508 Capital expenditures $ 29,361 $ 178,531 $ 207,892 ​ ​ ​ ​ ​ ​ ​ 93 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ ​ Products & Healthcare Services ​ Patient Direct ​ Consolidated Net revenue $ 7,898,397 $ 2,057,078 $ 9,955,475 Cost of goods sold 6,925,929 1,110,920 ​ Distribution, selling and administrative expenses ​ 802,669 ​ 752,152 ​ ​ Other operating (income) expense, net ​ ( 5,510 ) ​ 258 ​ ​ Segment income $ 175,309 $ 193,748 ​ 369,057 Acquisition-related charges and intangible amortization ​ ​ ​ ​ ​ ( 126,972 ) Exit and realignment charges, net ​ ​ ( 6,897 ) Inventory valuation adjustment (2) ​ ​ ​ ​ ​ ( 92,275 ) Operating income ​ ​ ​ ​ $ 142,913 Capital expenditures $ 49,824 $ 116,758 $ 166,582 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2024 ​ 2023 ​ 2022 Share-based compensation: ​ ​ ​ ​ ​ ​ Products & Healthcare Services $ 19,417 $ 15,078 $ 19,681 Patient Direct ​ 5,714 ​ 5,864 ​ 820 Other (3) ​ 1,705 ​ 2,276 ​ 492 Consolidated share-based compensation: $ 26,836 $ 23,218 $ 20,993 ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization: ​ ​ ​ ​ ​ ​ Products & Healthcare Services $ 45,835 $ 47,756 $ 51,784 Patient Direct ​ 141,032 ​ 152,583 ​ 98,036 Intangible amortization ​ 64,943 ​ 83,522 ​ 78,847 Other (4) ​ 12,965 ​ 3,516 ​ - Consolidated depreciation and amortization: $ 264,775 $ 287,377 $ 228,667 ​ (1) Litigation and related charges includes settlement costs and related fees of legal matters within our Apria division, which do not occur in the ordinary course of our business, are non-recurring/infrequent and are inherently unpredictable in timing and amount. These charges are reported within Other operating (income) expense, net in our Statements of Operations for the year ended December 31, 2024. (2) Relates to an inventory valuation adjustment in our Products & Healthcare Services segment, primarily associated with PPE inventory built up and a subsequent decline in demand as a result of the COVID-19 pandemic. (3) Other share-based compensation expense is captured within exit and realignment charges, net or acquisition-related charges and intangible amortization for the years ended December 31, 2024, 2023 and 2022. (4) Other depreciation and amortization expense is captured within exit and realignment charges, net for the years ended December 31, 2024 and 2023 . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 Total assets: ​ ​ Products & Healthcare Services ​ $ 2,429,513 ​ $ 2,359,825 Patient Direct ​ ​ 2,177,261 ​ ​ 2,490,460 Segment assets ​ ​ 4,606,774 ​ ​ 4,850,285 Cash and cash equivalents ​ 49,382 ​ 243,037 Consolidated total assets ​ $ 4,656,156 ​ $ 5,093,322 ​ Non-cash LIFO charges to merchandise inventories valued at the lower of cost or market, with the approximate cost determined by the LIFO method for distribution inventories in the U.S. within our Products & Healthcare Services 94 Table of Contents segment, were $ 0.9 million, $ 2.4 million, and $ 5.4 million for the years ended December 31, 2024, 2023 and 2022. The net book value of patient service equipment sales and dispositions within the Patient Direct segment, net of the gain for returned equipment to Philips Respironics for previously recalled equipment, were $ 34 million, $ 36 million, and $ 22 million for the years ended December 31, 2024, 2023, and 2022. Excess and obsolete inventory adjustments included in our Products & Healthcare Services segment were $ 12 million, $ 7.3 million and $ 17 million for the years ended December 31 2024, 2023, and 2022. For the year ended December 31, 2022, we recorded a $ 92 million inventory valuation adjustment, primarily associated with PPE inventory built up and a subsequent decline in demand as a result of the COVID-19 pandemic that was not allocated to the Products & Healthcare Services segment due to its one time nature and size. Excess and obsolete inventory adjustments are not material to the Patient Direct segment for the years ended December 31, 2024, 2023, and 2022. The following tables present information by geographic area. Net revenues were attributed to geographic areas based on the locations from which we ship products or provide services. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, 2024 2023 2022 Net revenue: ​ ​ ​ United States $ 10,457,942 ​ $ 10,058,675 ​ $ 9,526,037 International 242,941 ​ 275,292 ​ 429,438 Consolidated net revenue $ 10,700,883 ​ $ 10,333,967 ​ $ 9,955,475 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 2023 Long-lived assets: ​ ​ United States ​ $ 1,100,396 ​ $ 1,140,303 International ​ 104,489 ​ 109,504 Consolidated long-lived assets ​ $ 1,204,885 ​ $ 1,249,807 ​ ​ Note 17—Subsequent Events On February 28, 2025, we announced that we are actively engaged in discussions regarding the potential sale of our Products & Healthcare Services segment. There is no set timetable for the potential sale and there can be no assurance that we will complete a transaction. On February 26, 2025, the Owens & Minor Board of Directors authorized a share repurchase program of up to $ 100 million over the next 24 months. Under the program, Owens & Minor 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. ​ ​ ​ ​ 95 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Owens & Minor, Inc.: ​ Opinion on the Consolidated Financial Statements ​ We have audited the accompanying consolidated balance sheets of Owens & Minor, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024, 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 28, 2025 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 Matters ​ The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were 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 critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ Evaluation of the goodwill impairment analyses for the Apria and Global Products reporting units ​ As discussed in Note 1 and 5 to the consolidated financial statements, the goodwill balance as of December 31, 2024 was $1,331 million. Of this total, $1,228 million was related to the Patient Direct reportable segment, of which $944 million was related to the Apria reporting unit. Additionally, $103 million was related to the Products & Healthcare Services reportable segment, all of which was related to the Global Products reporting 96 Table of Contents unit. The Company performs goodwill impairment testing on an annual basis 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. The Company performed an interim quantitative goodwill impairment test during the three months ended December 31, 2024. This involved estimating the fair value of the reporting units using an equally weighted combination of the income-based approach and the market-based approach. The Company concluded that the fair value of the Apria reporting unit was below its carrying amount and recorded a pre-tax impairment charge of $307 million ($305 million after-tax). The Company determined that the fair value of the Global Products reporting unit was in excess of its carrying amount and, therefore, did not record any goodwill impairment for this reporting unit. ​ We identified the evaluation of the goodwill impairment analyses for the Apria and Global Products reporting units as a critical audit matter. Subjective auditor judgment was required in evaluating certain projected revenues used in the income-based approach to estimate the fair value of the reporting units as changes to those assumptions could have had a significant effect on each reporting unit’s estimated fair value. ​ 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 related to the Company’s goodwill impairment assessment process for the reporting units. This included controls related to the development of certain projected revenues. We evaluated the Company’s forecasted revenue growth rates for the reporting units by comparing the growth assumptions to forecasted growth rates in the Company’s budget plans and comparing the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating projected revenues by comparing them to the projected revenues of a set of comparable companies and other market data. ​ 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, within the Company’s Patient Direct segment, 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 Patient Direct segment net revenue was $2,680 million for the year ended December 31, 2024. Revenues are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including private insurers, prepaid 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. ​ 97 Table of Contents ​ ​ /s/ KPMG LLP ​ ​ ​ We have served as the Company’s auditor since 1987. ​ ​ ​ Richmond, Virginia ​ February 28, 2025 ​ ​ ​ ​ ​ 98 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 Purchase Agreement, dated as of April 6, 2020 by and among EHDH Holding Group and Owens & Minor, Inc. (incorporated herein by reference to our Current Report on Form 8-K/A Exhibit 2.1, dated January 16, 2020)** ​ ​ ​ 2.4 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 2.01, dated January 10, 2022) ​ ​ 2.5 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) ​ ​ ​ 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 Amended and Restated Bylaws of the Company effective October 28, 2022 (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 3.1, dated November 2, 2022) ​ ​ 4.1 Indenture, dated September 16, 2014, by and among Owens & Minor, Inc., Owens and Minor Distribution, Inc., Owens & Minor Medical, Inc. and U.S. Bank National Association, as trustee (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 4.1, dated September 17, 2014) ​ 4.2 First Supplemental Indenture, dated September 16, 2014, by and among Owens & Minor, Inc., Owens and Minor Distribution, Inc., Owens & Minor Medical, Inc. and U.S. Bank National Association, as trustee (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 4.2, dated September 17, 2014) ​ 4.3 Form of Global Note for the 4.375% Senior Notes due 2024 (incorporated herein by reference to our Current Report on Form 8-K, Exhibit B of Exhibit 4.2, dated September 17, 2014) ​ ​ 4.4 Third Supplemental Indenture, dated as of April 30, 2018, by and among Owens & Minor, Inc., the guarantors signatory thereto and U.S. Bank National Association, as trustee. (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 4.1, dated May 4, 2018) ​ ​ 4.5 Fourth Supplemental Indenture, dated as of February 12, 2019, among Owens & Minor, Inc., the guarantors signatory thereto and U.S. Bank National Association, as trustee. (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 4.1, dated February 19, 2019) ​ ​ ​ 4.6 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) ​ ​ ​ 99 Table of Contents 4.7 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) ​ ​ ​ 4.8 Sixth Supplemental Indenture, dated as of March 10, 2021, by and among Owens & Minor, Inc., the guarantors signatory thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.3, dated March 11, 2021). ​ ​ ​ 4.9 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) ​ ​ ​ 4.10 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) ​ ​ ​ 4.11 Seventh Supplemental Indenture dated as of March 29, 2022, by and among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.3, dated March 29, 2022) ​ ​ ​ 4.12 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) ​ ​ ​ 4.13 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) ​ ​ ​ 4.14 Description of Securities - filed herewith ​ ​ ​ 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 Severance Agreement effective January 1, 2011 (incorporated herein by reference to our Annual Report on Form 10-K, Exhibit 10.10, for the year ended December 31, 2010)* ​ ​ 10.3 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)* ​ ​ 10.4 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)* ​ ​ 10.5 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)* ​ 10.6 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)* ​ 10.7 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)* ​ 100 Table of Contents 10.8 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)* ​ 10.9 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)* ​ 10.10 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)* ​ 10.11 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)* ​ ​ 10.12 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)* ​ ​ ​ 10.13 Owens & Minor, Inc. Officer Severance Policy dated February 27, 2025* - filed herewith ​ ​ ​ 10.14 Owens & Minor, Inc. 2018 Stock Incentive Plan (incorporated herein by reference to our Registration Statement on Form S-8, Registration number 333-224787)* ​ ​ ​ 10.15 Credit Agreement dated as of June 5, 2012 by and among Owens & Minor Distribution, Inc. and Owens & Minor Medical, Inc. (as Borrowers), Owens & Minor, Inc. and certain of its domestic subsidiaries (as Guarantors), Wells Fargo Bank, N.A. (as Administrative Agent), JPMorgan Chase Bank, N.A. (as Syndication Agent) and a syndicate of banks as specified on the signature pages thereof (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated June 8, 2012) ​ ​ ​ 10.16 First Amendment dated as of September 17, 2014 by and among Owens & Minor Distribution, Inc. and Owens & Minor Medical, Inc. ( as Borrowers), Owens & Minor, Inc. and certain of its domestic subsidiaries (as Guarantors) and Wells Fargo Bank, N.A. ( as Administrative Agent), to the Credit Agreement dated as of June 5, 2012 by and among the Borrowers, the Guarantors, a syndicate of financial institutions party thereto, the Administrative Agent, and the other agents party thereto (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated September 18, 2014) ​ ​ 10.17 Interest Purchase Agreement, dated as of May 2, 2017, by and among Owens & Minor, Inc., Barista Acquisition I, LLC, Barista Acquisition II, LLC, Mediq B.V., Mediq International B.V. and Mediq USA Holdings (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarter ended March 31, 2017) ​ ​ 10.18 Credit Agreement, dated as of July 27, 2017, by and among Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC, and Barista Acquisition II, LLC, (the “Borrowers”), Owens & Minor, Inc. and certain of its domestic subsidiaries (together, the “Guarantors), Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Bank, N.A. (the “Administrative Agent”), a syndicate of financial institutions party thereto, and the other agents party thereto (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated July 28, 2017) ​ ​ 10.19 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) ​ ​ 101 Table of Contents 10.20 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) ​ ​ 10.21 First Amendment to Credit Agreement, dated as of March 29, 2018, by and among Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC, and Barista Acquisition II, LLC, as Borrowers, Owens & Minor, Inc. and certain of its domestic subsidiaries, as Guarantors, the banks party thereto and Wells Fargo Bank, N.A., as Administrative Agent for the banks party thereto (incorporated herein by reference to our Current Report on Form 8-K/A, Exhibit 10.1, dated April 18, 2018) ​ ​ 10.22 Second Amendment to Credit Agreement, dated as of April 30, 2018, by and among O&M Halyard, Inc., Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC and Barista Acquisition II, LLC, Owens & Minor, Inc. and each other domestic subsidiary of the Company party thereto from time to time, Wells Fargo Bank, N.A., as administrative agent for certain of the credit facilities, Bank of America, N.A., as collateral agent and administrative agent for the term B facility, and the other agents party thereto. (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated May 4, 2018) ​ ​ 10.23 Third Amendment to Credit Agreement, dated as of May 9, 2018, by and among O&M Halyard, Inc., Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC and Barista Acquisition II, LLC, Owens & Minor, Inc. and each other domestic subsidiary of the Company party thereto from time to time, Wells Fargo Bank, N.A., as administrative agent for certain of the credit facilities, Bank of America, N.A., as collateral agent and administrative agent for the term B facility, and the other agents party thereto. (incorporated herein by reference to our Form 10-Q, Exhibit 10.9, dated May 10, 2018) ​ ​ 10.24 Fourth Amendment to Credit Agreement, dated as of February 12, 2019, by and among O&M Halyard, Inc., Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC and Barista Acquisition II, LLC, Owens & Minor, Inc. and each other domestic subsidiary of the Company party thereto from time to time, Bank of America, N.A., as administrative agent for certain of the credit facilities and as collateral agent and administrative agent for the term B facility, and the other agents party thereto. (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated February 19, 2019) ​ ​ 10.25 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)* ​ ​ 10.26 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)* ​ ​ 10.27 Fifth Amendment to Credit Agreement, dated as of February 13, 2020, by and among O&M Halyard, Inc., Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC and Barista Acquisition II, LLC, Owens & Minor, Inc. and each other domestic subsidiary of the Company party thereto from time to time, Bank of America, N.A., as administrative agent for certain of the credit facilities and as collateral agent and administrative agent for the term B facility, and the other agents party thereto. (Incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated February 18, 2020) ​ ​ ​ 102 Table of Contents 10.28 Receivables Financing Agreement, dated as of February 19, 2020, by and among Owens & Minor Medical, Inc., as the initial servicer, O&M Funding LLC, as borrower, the lenders from time to time party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent. (Incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.1, dated February 19, 2020) ​ ​ 10.29 Purchase and Sale Agreement, dated as of February 19, 2020, by and among Owens & Minor Distribution, Inc., as the originator, Owens & Minor Medical, Inc., as servicer, and O&M Funding LLC, as buyer. (Incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.2, dated February 19, 2020) ​ ​ 10.30 Performance Guaranty of Owens & Minor, Inc., dated as of February 19, 2020 in favor of PNC Bank, National Association. (Incorporated herein by reference to our Current Report on Form 8-K, Exhibit 10.3, dated February 19, 2020) ​ ​ 10.31 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))* ​ ​ 10.32 First Amendment to the Receivables Financing Agreement, dated as of May 19, 2020, by and among Owens & Minor Medical, Inc., as the initial servicer, O&M Funding LLC, as borrower, the lenders from time to time party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarter ended June 30, 2020) ​ ​ ​ 10.33 Second Amendment to the Receivables Financing Agreement, dated as of July 1, 2020, by and among Owens & Minor Medical, Inc., as the initial servicer, O&M Funding LLC, as borrower, the lenders from time to time party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.2, for the quarter ended June 30, 2020) ​ ​ ​ 10.34 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)* ​ ​ ​ 10.35 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)* ​ ​ ​ 10.36 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) ​ ​ ​ 10.37 Third Amendment to Receivables Financing Agreement, dated as of March 10, 2021, by and among Owens & Minor Medical, Inc., as the initial servicer, O&M Funding LLC, as borrower, the lenders from time to time party thereto, 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 10.2, dated March 11, 2021) ​ ​ ​ 10.38 Amendment to Purchase and Sale Agreement, dated as of March 10, 2021, by and among Owens & Minor Distribution, Inc., as the originator, Owens & Minor Medical, Inc., as servicer, and O&M Funding LLC, as buyer (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.3, dated March 11, 2021). ​ ​ ​ 103 Table of Contents 10.39 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))* ​ ​ ​ 10.40 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) ​ ​ ​ 10.41 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)* ​ ​ ​ 10.42 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)* ​ ​ ​ 10.43 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) ​ ​ ​ 10.44 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)* ​ ​ ​ 10.45 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)* ​ ​ ​ 10.46 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)** ​ ​ ​ 10.47 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)** ​ ​ ​ 10.48 Fourth Amendment to Receivables Financing Agreement, dated as of March 29, 2022, by and among O&M Funding LLC, as borrower, Owens & Minor Medical, Inc., as initial servicer, the lenders party thereto, and PNC Bank, National Association, as administrative agent (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.2, dated March 29, 2022)** ​ ​ ​ 10.49 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) ​ ​ ​ 10.50 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)* ​ ​ ​ 10.51 Fifth Amendment to the Receivables Financing Agreement, dated March 14, 2023 by and among O&M Funding LLC, as borrower, Owens & Minor Medical, Inc. as initial servicer, Regions Bank, Capital One Bank, and Bank of America, N.A., as lenders, and PNC Bank, National Association, as lender and administrative agent. (incorporated herein by reference to our Quarterly Report on Form 10-Q, Exhibit 10.1, for the quarter ended March 31, 2023) ​ 104 Table of Contents 10.52 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) * ​ 10.53 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) * ​ 10.54 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)* ​ ​ 10.55 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)* ​ ​ 10.56 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)* ​ ​ 10.57 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)*,** ​ ​ 10.58 Receivables Purchase Agreement, dated as of October 18, 2024, by and among O&M Funding LLC, as Seller, the persons from time to time party hereto, 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 October 18, 2024) ​ ​ 10.59 Amended and Restated Purchase and Sale Agreement, dated as of October 18, 2024, by and among various entities, as Originators, Owens & Minor Medical LLC, as Servicer, and O&M Funding LLC, as Buyer (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.2, dated October 18, 2024) ​ ​ 10.60 Performance Guaranty of Owens & Minor, Inc., dated as of October 18, 2024, 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 October 18, 2024) ​ ​ 10.61 Form of Amended and Restated Executive Change of Control Severance Agreement* - 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 ​ ​ 105 Table of Contents 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. ​ 106 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 28 th day of February, 2025. ​ ​ ​ OWENS & MINOR, 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 28 th day of February, 2025: ​ ​ ​ ​ ​ /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/ Michael W. Lowry ​ /s/ Stephen W. Klemash Michael W. Lowry ​ Stephen W. Klemash Senior Vice President, Corporate Controller & Chief ​ Director Accounting Officer ​ ​ ​ ​ ​ /s/ Mark A. Beck ​ /s/ Teresa L. Kline Mark A. Beck ​ Teresa L. Kline Chair of the Board of Directors ​ Director ​ ​ ​ /s/ Gwendolyn M. Bingham ​ /s/ Carissa L. Rollins Gwendolyn M. Bingham ​ Carissa L. Rollins Director ​ Director ​ ​ ​ /s/ Kenneth Gardner-Smith ​ ​ Kenneth Gardner-Smith ​ ​ Director ​ ​ ​ ​ 107