What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-11 compared with 2025-05-08 · 541 added, 258 removed, 242 unchanged (77% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands, except per share data)

Cost of goods sold

Distribution, selling and administrative expenses

Operating costs and expenses:

Cost of net revenue

Selling, general and administrative expenses

Transaction breakage fee

Acquisition-related charges and intangible amortization

Exit and realignment charges, net

Other operating expense, net

Operating income

Total operating costs and expenses

Operating (loss) income

Interest expense, net

Transaction financing fees, net

Other expense, net

Loss before income taxes

Loss from continuing operations before income taxes

Income tax benefit

Net loss per common share

See accompanying notes to condensed consolidated financial statements.

Loss from continuing operations, net of tax

Loss from discontinued operations, net of tax

Basic loss per common share:

Loss from continuing operations

Loss from discontinued operations

Diluted loss per common share:

Loss from continuing operations

Loss from discontinued operations

See accompanying notes to unaudited condensed consolidated financial statements.

Owens & Minor, Inc.

2 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

5 unchanged sentences

Comprehensive loss

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

Owens & Minor, Inc.

4 unchanged sentences

Cash and cash equivalents

Accounts receivable, net of allowances of $ 6,371 and $ 6,238

Merchandise inventories

Accounts receivable, net

Other current assets

Current assets held for sale - discontinued operations

Total current assets

Property and equipment, net of accumulated depreciation and amortization of $ 582,286 and $ 565,119

Patient service equipment and other fixed assets, net

Operating lease assets

1 unchanged sentence

Other assets, net

Noncurrent assets held for sale - discontinued operations

Liabilities and equity

4 unchanged sentences

Other current liabilities

Current liabilities held for sale - discontinued operations

Total current liabilities

3 unchanged sentences

Other liabilities

Noncurrent liabilities held for sale - discontinued operations

Total liabilities

4 unchanged sentences

Paid-in capital

Retained earnings

(Accumulated deficit) retained earnings

Accumulated other comprehensive loss

Total (deficit) equity

Total liabilities and equity

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

Owens & Minor, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

2 unchanged sentences

Depreciation and amortization

Goodwill impairment charge

Loss on classification to held for sale

Share-based compensation expense

1 unchanged sentence

Changes in operating lease right-of-use assets and lease liabilities

Gain from sale and dispositions of patient service equipment, property and equipment

Gain from sale and dispositions of patient service equipment and other fixed assets

Changes in operating assets and liabilities:

Accounts receivable, net

Merchandise inventories

Accounts payable

Net change in other assets and liabilities

Cash used for operating activities

Cash provided by operating activities

Investing activities:

Additions to property and equipment

Proceeds from sale of property and equipment

Additions to patient service equipment and other fixed assets

Proceeds from sale of patient service equipment and other fixed assets

Additions to computer software

5 unchanged sentences

Repayments under Revolving Credit Facility

Repayments of term loans

( 1,495,184 )

Repayments of debt

Repurchase of common stock

Cash provided by financing activities

Cash provided by (used for) financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

4 unchanged sentences

Noncash investing activity:

Unpaid purchases of property and equipment and computer software at end of period

See accompanying notes to condensed consolidated financial statements.

Unpaid purchases of patient service equipment and other fixed assets at end of period

See accompanying notes to unaudited condensed consolidated financial statements.

Owens & Minor, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

Condensed Consolidated Statements of Changes in Equity (Deficit)

Comprehensive

(in thousands, except per share data)

(Accumulated Deficit)

Equity (Deficit)

Balance, December 31, 2024

3 unchanged sentences

Balance, March 31, 2025

Other comprehensive income

Share-based compensation expense, exercises and other

Shares repurchased and retired

Balance, June 30, 2025

Balance, December 31, 2023

2 unchanged sentences

Balance, March 31, 2024

See accompanying notes to condensed consolidated financial statements.

Other comprehensive loss

Share-based compensation expense, exercises and other

Balance, June 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

Owens & Minor, Inc.

4 unchanged sentences

Basis of Presentation and Consolidation.

The accompanying unaudited condensed consolidated financial statements include the accounts of Owens & Minor, Inc.

and the subsidiaries it controls (we, us, or our) and contain all adjustments necessary to conform with U.S.

The unaudited condensed consolidated financial statements include the accounts of Owens & Minor, Inc.

and the subsidiaries it controls (the Company, we, us, or our) and contain all adjustments necessary to conform with U.S.

generally accepted accounting principles (GAAP).

1 unchanged sentence

The results of operations for interim periods are not necessarily indicative of the results expected for the full year.

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 our Global Products division which manufactures and sources medical surgical products through our production and kitting operations.

Our Patient Direct segment provides delivery of disposable medical supplies sold directly to patients and home health agencies and is a leading provider of integrated home healthcare equipment and related services in the U.S.

Revision of Prior Period Condensed Consolidated Financial Statements .

In connection with the contemplated sale of our Products & Healthcare Services (P&HS) segment as detailed in the discontinued operations and assets held-for-sale section below, we determined that our continuing operations’ business activities comprise a single operating and reportable segment.

This determination is in accordance with ASC No.

280, Segment Reporting .

Revision of Prior Period Consolidated Financial Statements .

We revised our prior period financial statements to correct for a prior period accounting error that impacted our beginning retained earnings balance and total equity.

7 unchanged sentences

Certain prior period amounts have been reclassified to conform to current year presentation.

Discontinued Operations and Assets Held-for-Sale.

On February 28, 2025, we announced that we are actively engaged in discussions regarding the contemplated sale of our P&HS segment.

We are in the final stages of our process for the divestiture and have concluded the P&HS segment has met the accounting requirements to be classified as discontinued operations and held for sale as of June 30, 2025.

During this process we remain committed to serving our P&HS segment customers.

In accordance with GAAP, the financial position and results of operations of the P&HS segment are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented.

With the exception of Note 3, the Notes to the Condensed Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc.

unless otherwise noted.

See Note 3 for additional information regarding discontinued operations and assets held for sale.

Use of Estimates.

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures.

The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures.

Significant estimates are used for, but are not limited to, variable consideration, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, estimated fair values of the net assets acquired in business combinations, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies.

Actual results may differ from these estimates.

Cash, Cash Equivalents.

Cash and Cash Equivalents.

Cash and cash equivalents include cash and marketable securities with an original maturity or maturity at acquisition of three months or less.

Cash and cash equivalents are stated at cost.

Nearly all of our cash and cash equivalents are held in cash depository accounts in major banks in North America, Europe, and Asia.

Cash that is held by a major bank and has restrictions on its availability to us would be classified as restricted cash.

There was no restricted cash as of March 31, 2025 and December 31, 2024.

Rental Revenue.

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.

Rental revenue, less estimated adjustments, is recognized as

earned on a straight-line basis over the noncancelable lease term.

We recorded $ 147 million for the three months ended March 31, 2025 and 2024 in revenue related to equipment we rent to patients.

Nearly all of our cash and cash equivalents are held in cash depository accounts in major banks in the United States (U.S.).

Cash that has

restrictions on its availability to us would be classified as restricted cash.

There was no restricted cash as of June 30, 2025 and December 31, 2024.

The following table provides a reconciliation of cash and cash equivalents reported within the accompanying condensed consolidated balance sheets that sum to the total of those same amounts presented in the accompanying condensed consolidated statements of cash flows.

June 30, 2025

December 31, 2024

Cash and cash equivalents

Cash and cash equivalents of held for sale - discontinued operations

Total cash and cash equivalents

Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are included in accounts payable in our condensed 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 condensed consolidated statements of cash flows.

Accounts Receivable, Net.

Due to the nature of our industry and the reimbursement environment in which we operate, certain estimates are required to record net revenues and accounts receivable at their net realizable values, including estimating variable consideration.

Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available.

Specifically, the complexity of many third-party billing arrangements, contractual terms, and the uncertainty of reimbursement amounts for certain services may result in adjustments to amounts originally recorded.

Such adjustments are typically identified and recorded at the point of cash application, claim amount or account review.

Included in accounts receivable were earned but unbilled receivables of $ 34 million as of June 30, 2025 and $ 30 million as of December 31, 2024.

Delays, ranging from a single day to several weeks, between the date of service and billing can occur due to delays in obtaining certain required payor-specific documentation from internal and external sources.

Earned but unbilled receivables are aged from date of service and are considered in our analysis of historical performance and collectability.

Inventories, which primarily include medical supplies to be sold to customers , are determined using the first-in, first-out or weighted-average cost method at the lower of cost or net realizable value.

We periodically evaluate whether inventory valuation allowance adjustments are required.

In our evaluation, we review for obsolete inventory and slow-moving inventory which includes consideration of recent sales trends.

We write down inventories which are considered excess and obsolete as a result of these assessments within cost of net revenue.

Shifts in market trends and conditions, as well as changes in customer or payor preferences and behavior could affect the value of our inventories.

Patient Service Equipment and Other Fixed Assets, Net .

Patient service equipment consists of medical equipment rented to customers, primarily on a month-to-month basis, as well as equipment that may be sold.

Patient service equipment depreciation expense is classified in our condensed consolidated statements of operations within cost of net revenue for equipment rented to customers.

Other fixed assets, net are stated at cost less accumulated depreciation and amortization.

Depreciation and amortization expense for financial reporting purposes is generally computed on a straight-line method over the estimated useful lives of the assets.

In general, the estimated useful lives for computing depreciation are one to 10 years for patient service equipment, and up to 15 years for other fixed assets.

Straight-line and accelerated methods of depreciation are used for income tax purposes.

Normal maintenance and repairs are expensed as incurred, and renovations and betterments are capitalized.

We suspend depreciation and amortization on assets that are held for sale.

We account for all of our lease arrangements, including for real estate, trucks, and patient service equipment, as operating leases.

We enter into non-cancelable agreements to lease most of our office, branch and warehouse facilities with remaining terms generally ranging from one to seven years .

Certain building leases include renewal options which the exercise of is at our sole discretion.

We generally do not include options to renew (or

terminate) in our lease term, as part of our right-of-use assets and lease liabilities, as we generally do not have leases for which we believe we are reasonably certain to exercise those options.

Leases with a term of 12 months or less are not recorded on the condensed consolidated balance sheets;

we recognize lease expense for these leases on a straight-line basis over the lease term.

The depreciable lives of right-of-use assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

We elected the practical expedient to not separate lease and non-lease components for our leases.

Operating lease assets and liabilities are recognized at 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.

We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.

Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

We evaluate goodwill for impairment annually, as of October 1, and if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Qualitative factors are first assessed to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If it is determined that it is more likely than not the fair value does not exceed the carrying amount, then a quantitative test is performed.

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 condensed consolidated balance sheets.

Intangible assets, consisting primarily of customer relationships, customer contracts and tradenames are amortized over their estimated useful lives.

In determining the useful life of an intangible asset, we consider our historical experience in renewing or extending similar arrangements.

Intangible assets are generally amortized over one to 15 years based on their pattern of economic benefit or on a straight-line basis.

We suspend amortization on assets that are held for sale.

Computer Software.

We develop and purchase software for internal use.

Software development costs incurred during the application development stage are capitalized.

Once the software has been installed and tested, and is ready for use, additional costs incurred in connection with the software are expensed as incurred.

Capitalized computer software costs are amortized over the estimated useful life of the software, usually between three and 10 years .

Capitalized computer software costs are included in other assets, net, in the condensed consolidated balance sheets.

Unamortized software at June 30, 2025 and December 31, 2024 was $ 17 million and $ 26 million.

Long-Lived Asset Impairment Evaluation.

Long-lived assets, which include patient service equipment, finite-lived intangible assets, right-of-use assets, unamortized software costs, and other fixed assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable.

We assess long-lived assets for the potential impairments by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows.

Self-Insurance Liabilities.

We are self-insured for certain teammate healthcare, workers’ compensation and automobile liability costs;

however, we maintain insurance for individual losses exceeding certain limits.

Liabilities are estimated for healthcare costs using current and historical claims data.

Liabilities for workers’ compensation and automobile liability claims are estimated using historical claims data and loss development factors.

If the underlying facts and circumstances of existing claims change or the historical trends are not indicative of future trends, then we may be required to adjust the liability and related expense accordingly.

Self-insurance liabilities are included in other current liabilities and other liabilities in the condensed consolidated balance sheets and were $ 27 million at June 30, 2025 and December 31, 2024.

Revenue Recognition.

Revenues are primarily recognized under fee-for-service arrangements for sales of supplies, equipment and other items we sell to customers and equipment we rent to customers.

Revenue for sales of products, including equipment and supplies, is recognized when control of the promised goods is transferred to customers and is presented net of applicable sales taxes.

Revenue generated from equipment that we rent to customers is primarily recognized as earned on a straight-line basis over the non-cancellable rental period, typically one month, and commences on delivery of the equipment to the customers.

Fee-for-service arrangement revenues are recorded only to the extent it is probable that a significant reversal will not occur in the future as amounts may include implicit price concessions under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare, Medicaid and customers.

Revenue is recognized under a portfolio approach, as we expect that this approach would not differ materially from considering each contract or performance obligation separately.

We use the expected value method in determining the variable consideration as part of determining the sales transaction price using historical reimbursement experience, historical sales returns, and other operating trends.

Payment terms and conditions vary by contract.

Sales of equipment and supplies inclusive of amounts recognized under capitation arrangements for the three and six months ended June 30, 2025 were $ 511 million and $ 1.0 billion and $ 491 million and $ 960 million for the three and six months ended June 30, 2024.

Rental revenues inclusive of amounts recognized under capitation arrangements for the three and six months ended June 30, 2025 were $ 171 million and $ 341 million and $ 170 million and $ 338 million for the three and six months ended June 30, 2024.

Certain revenues are recognized under arrangements with third-party payors for which we stand ready to provide all necessary healthcare services to members for the period of the stand ready obligation which generally extends beyond one year.

These agreements are generally referred to as capitation arrangements.

Revenue is recognized over the month that the members are entitled to healthcare services using the monthly contractual rate for each covered member.

The actual number of covered members may vary each month.

Capitation payments are typically received in the month members are entitled to healthcare services.

Revenue for these agreements amounted to $ 61 million and $ 121 million for the three and six months ended June 30, 2025 and $ 59 million and $ 119 million for the three and six months ended June 30, 2024.

The following table summarizes net revenue by product category:

Three Months Ended

Six Months Ended

Sleep therapy

Home respiratory therapy

The following table summarizes net revenue by payor type:

Three Months Ended

Six Months Ended

Commercial payors (1)

(1) Includes revenue from Medicare Advantage Payors of approximately $ 178 million and $ 172 million for the three months ended June 30, 2025 and 2024 and approximately $ 349 million and $ 337 million for the six months ended June 30, 2025 and 2024.

Cost of Net Revenue .

Cost of net revenue includes the cost of products sold, patient service equipment depreciation expense, and other costs which are primarily personnel costs related to the set-up and utilization of equipment.

Cost of product sold includes non-cash expenses primarily for equipment converted from rental to sales in the amount of $ 14 million and $ 26 million for the three and six months ended June 30, 2025 and $ 5.2 million and $ 15 million for the three and six months ended June 30, 2024.

Three Months Ended

Six Months Ended

Cost of product sold

Patient service equipment depreciation

Cost of net revenue

Selling, General and Administrative (SG&A) Expenses.

SG&A expenses include compensation costs, expenses for selling and administrative functions, shipping and handling costs and certain depreciation and amortization expense.

Shipping and Handling.

Shipping and handling costs are included in SG&A expenses in the condensed consolidated statements of operations and include costs to store, move, and prepare products for shipment, as well as costs to deliver products to customers.

Shipping and handling costs totaled $ 72 million and $ 139 million for the three and six months ended June 30, 2025 and $ 68 million and $ 137 million for the three and six months ended June 30, 2024.

Share-Based Compensation.

We account for share-based compensation to teammates at fair value and recognize the related expense primarily in SG&A expenses over the service period for awards expected to vest.

The fair value of non-vested performance shares is dependent upon our assessment of the probability of achievement of financial targets for the performance period.

Income Taxes.

We account for income taxes under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of exiting assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Valuation allowances are provided if it is more likely than not that a deferred tax asset will not be realized.

When we have claimed tax benefits that may be challenged by a tax authority, an estimate of the effect of these uncertain tax positions is recorded.

It is our policy to provide for uncertain tax positions and related interest and penalties based upon an assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.

To the extent that the tax outcome of these uncertain tax positions changes, based on our assessment, such changes in estimate may impact the income tax provision in the period in which such determination is made.

Fair Value Measurements.

Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability.

The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3).

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued payroll and related liabilities reported in the condensed consolidated balance sheets approximate fair value due to the short-term

nature of these instruments.

The estimated fair value of our reporting unit determined during a quantitative review of goodwill utilizes unobservable inputs (Level 3).

The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2).

See Note 8 for the fair value of debt.

The fair value of our derivative contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities.

Observable Level 2 inputs are used to determine the present value of expected future cash flows.

See Note 10 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 terminated acquisition of Rotech Healthcare Holdings Inc.

(Rotech), which consisted primarily of legal and professional fees.

For the three and six months ended June 30, 2025, we incurred $ 6.4 million and $ 22 million of acquisition-related costs.

Acquisition-related charges were $ 3.7 million for the three and six months ended June 30, 2024 consisting of costs related to the terminated Rotech transaction.

Acquisition-related charges and intangible amortization also include amortization of intangible assets established during acquisition method of accounting for business combinations.

These amounts are highly dependent on the size and frequency of acquisitions.

Transaction Breakage Fee.

As previously disclosed, on July 22, 2024, we entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which we agreed to acquire Rotech subject to the terms and conditions within the Merger Agreement.

On June 3, 2025, the Company, Rotech and Hitchcock Merger Sub Inc.

(Merger Sub) mutually agreed to terminate the Merger Agreement and entered into a mutual termination agreement (the Termination Agreement).

In accordance with the terms of the Termination Agreement, we incurred and made a cash payment to Rotech of $ 80 million during the three and six months ended June 30, 2025.

Exit and Realignment Charges, Net.

Exit and realignment charges, net consist of costs associated with optimizing our operations including significant changes to certain processes to increase net revenue and lower costs along with costs related to IT strategic initiatives and other strategic actions.

These costs include, but are not limited to, professional fees, severance and other costs to streamline functions and processes.

Costs associated with exit and realignment activities are recorded at their fair value when incurred.

Liabilities are established at the cease-use date for remaining contractual obligations discounted using a credit-adjusted risk-free rate of interest.

We evaluate these assumptions quarterly and adjust the liability accordingly.

Severance benefits are generally recorded when payment is considered probable and reasonably estimable.

These costs are not normal, cash operating expenses necessary for the Company to operate its business on an ongoing basis.

Note 2—Significant Concentration Risks

During the six months ended June 30, 2025, our two largest commercial payors represented approximately 24 % and 14 % of our net revenue, derived from multiple separately managed contracts.

Revenue reimbursed under arrangements with Medicare and state Medicaid programs was approximately 19 % of our net revenue for the six months ended June 30, 2025.

During the six months ended June 30, 2025, three suppliers each contributed between 10 % and 25 % of our patient service equipment and supplies purchases collectively accounting for approximately 46 % of our total purchases.

Note 3—Discontinued Operations and Assets Held-for-Sale

On February 28, 2025, we announced that we are actively engaged in discussions regarding the contemplated sale of our P&HS segment.

We are in the final stages of our process for the divestiture and have concluded the P&HS

segment has met the accounting requirements to be classified as discontinued operations and assets held for sale as of June 30, 2025.

During this process we remain committed to serving our P&HS segment customers.

In accordance with GAAP, the financial position and results of operations of the P&HS segment are presented as discontinued operations and assets held for sale and, as such, have been excluded from continuing operations for all periods presented.

Accordingly, the results of operations from our P&HS segment are reported in the accompanying condensed consolidated statements of operations as “Loss from discontinued operations, net of tax” for the three and six months ended June 30, 2025 and 2024, and the related assets and liabilities are classified as held-for-sale as of June 30, 2025 and December 31, 2024 in the accompanying condensed consolidated balance sheets.

We have allocated interest expense, net to discontinued operations as a ratio of net assets and total debt in accordance with ASC 205, Presentation of Financial Statements .

As of June 30, 2025 the remaining P&HS goodwill balance of $ 106 million was fully impaired.

Our sale process provided a basis for the fair value of the P&HS segment, which includes the Global Products reporting unit.

We recognized a loss of $ 649 million in connection with the classification of the related assets and liabilities as held-for-sale, based on the estimated fair value, less costs to sell.

The fair value of the P&HS segment was determined from information received during our sale process.

Subsequent changes in fair value will be recorded within discontinued operations and assets held for sale.

The following table summarizes the financial results of our discontinued operations for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

Six Months Ended

Cost of goods sold

Distribution, selling, and administrative expenses

Acquisition-related charges and intangible amortization

Exit and realignment charges, net

Goodwill impairment charge

Loss on classification to held for sale

Other operating expense, net

Operating (loss) income

Interest expense, net

Other expense

Loss from discontinued operations before income taxes

Income tax (benefit) provision for discontinued operations

Loss from discontinued operations, net of taxes

The assets and liabilities of the P&HS segment reflected on the condensed consolidated balance sheets at June 30, 2025 and December 31, 2024, are as follows:

Assets held for sale - discontinued operations

Cash and cash equivalents

Accounts receivable, net

Merchandise inventories

Intercompany receivable

Other current assets, net

Property and equipment, net

Operating lease assets

Intangible assets, net

Deferred tax assets

Valuation allowance on disposal group classified as held for sale

Current assets held for sale - discontinued operations

Property and equipment, net

Operating lease assets

Intangible assets, net

Deferred tax assets

Other noncurrent assets, net

Total assets held for sale - discontinued operations

Liabilities held for sale - discontinued operations

Accounts payable

Accrued payroll and related liabilities

Current portion of long-term debt

Other current liabilities

Operating lease liabilities, current portion

Deferred tax liabilities

Current liabilities held for sale - discontinued operations

Long-term debt, excluding current portion

Operating lease liabilities, excluding current portion

Other liabilities

Deferred tax liabilities

Total liabilities held for sale - discontinued operations

Assets and liabilities held for sale as of June 30, 2025 are classified as current since we expect the divestiture to be completed within one year of the balance sheet date.

As of December 31, 2024, the assets and liabilities held for sale are classified separately as current or noncurrent because the noncurrent assets and liabilities did not meet the criteria for current classification as of December 31, 2024.

Merchandise inventories include $ 97 million subject to lien with an individual supplier as of June 30, 2025.

Receivables Purchase Agreement

On March 14, 2023, we entered into the Master Receivables Purchase Agreement (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.

On March 14, 2023, we entered into the Receivables Purchase Agreement (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 condensed consolidated balance sheets.

1 unchanged sentence

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, the RPA was not utilized in the three months ended March 31, 2025.

Proceeds from the sale of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances, in the condensed consolidated balance sheets.

The RPA is separate and distinct from the Receivables Sale Program and the amendment as described below.

As a result of the amendment described below, the RPA was not utilized in the six months ended June 30, 2025.

Proceeds from the sale of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to current assets of discontinued operations, in the condensed consolidated balance sheets.

Cash received from the sale of accounts receivable, net of payments made to the Purchaser, is reflected as cash provided by operating activities in the condensed consolidated statements of cash flows.

Total accounts receivable sold under the RPA were $ 515 million for the three months ended March 31, 2024.

During the three months ended March 31, 2024, we received net cash proceeds of $ 512 million from the sale of accounts receivable under the RPA and collected $ 536 million of the sold accounts receivable.

The losses on sale of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, net in the condensed consolidated statements of operations were $ 3.3 million for the three months ended March 31, 2024.

The accounts receivable sold under the RPA were entirely accounts receivable of the P&HS segment.

Total accounts receivable sold under the RPA were $ 573 million and $ 1.1 billion for the three and six months ended June 30, 2024.

During the three and six months ended June 30, 2024, we received net cash proceeds of $ 569 million and $ 1.1 billion from the sale of accounts receivable under the RPA and collected $ 547 million and $ 1.1 billion of the sold accounts receivable.

The losses on sale of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, net in the financial results from discontinued operations were $ 3.9 million and $ 7.2 million for the three and six months ended June 30, 2024.

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 financial institutions 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.

On October 18, 2024, O&M Funding LLC 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.

2 unchanged sentences

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 condensed 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 condensed consolidated statements of cash flows.

Total accounts receivable sold and net cash proceeds under the Receivables Sale program were $ 343 million during the three months ended March 31, 2025.

We collected $ 209 million of the sold accounts receivable for the three months ended March 31, 2025.

The losses on sales of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, net in the condensed consolidated statements of operations were $ 2.1 million for the three months ended March 31, 2025.

As of March 31, 2025 and December 31, 2024, there was a total of $ 200 million and $ 70 million of uncollected accounts receivable sold and removed from our condensed consolidated balance sheet under the Receivables Sale Program.

Acquisition-Related Charges and Intangible Amortization.

Acquisition-related charges consist of one-time costs related to the planned acquisition of Rotech Healthcare Holdings Inc.

(Rotech), which consisted primarily of legal and professional fees.

For the three months ended March 31, 2025, we incurred $ 16 million of acquisition-related costs.

Acquisition-related charges and intangible amortization also include amortization of intangible assets established during acquisition method of accounting for business combinations.

These amounts are highly dependent on the size and frequency of acquisitions.

Note 2—Fair Value

Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability.

The estimated fair value of our reporting units determined during a quantitative review of goodwill utilizes unobservable inputs (Level 3).

See Note 5 for the fair value of debt.

Observable Level 2 inputs are used to determine the present value of expected future cash flows.

See Note 7 for the fair value of derivatives.

Our acquisitions may include contingent consideration as part of the purchase price.

Subsequent changes in fair value are recorded as adjustments to acquisition-related charges and intangible amortization within the condensed consolidated statements of operations.

Note 3—Goodwill and Intangible Assets

The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill at March 31, 2025:

Patient Direct

Carrying amount of goodwill, December 31, 2024

Currency translation adjustments

Carrying amount of goodwill, March 31, 2025

Intangible assets subject to amortization, which exclude indefinite-lived intangible assets, at March 31, 2025 and December 31, 2024 were as follows:

March 31, 2025

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.

The accounts receivable sold under the Receivables Sale Program were primarily accounts receivable of the P&HS segment.

Total accounts receivable sold and net cash proceeds under the Receivables Sale program were $ 496 million and $ 840 million during the three and six months ended June 30, 2025, approximately $ 397 million and $ 672 million of which were accounts receivable of the P&HS segment.

We collected $ 495 million and $ 704 million of the sold accounts receivable for the three and six months ended June 30, 2025, approximately $ 396 million and $ 563 million of which were collections on accounts receivable of the P&HS segment.

The losses on sales of accounts receivable were $ 3.1 million and $ 5.2 million for the three and six months ended June 30, 2025, $ 2.5 million and $ 4.1 million of which relate to losses recorded in other operating expense, net in the financial results from discontinued operations.

As of June 30, 2025 and December 31, 2024, there was a total of $ 200 million and $ 70 million of uncollected accounts receivable sold and removed from our condensed consolidated balance sheets under the Receivables Sale Program, $ 160 million and $ 56 million of which relate to the assets of discontinued operations and assets held for sale.

As of June 30, 2025 the $ 160 million of uncollected accounts receivable related to the assets of discontinued operations and assets held for sale is shown as an intercompany receivable within current assets of discontinued operations and assets held for sale with an equal amount reflected within other current liabilities in the condensed consolidated balance sheet.

The following table provides significant non-cash operating and investing cash flow information for our discontinued operations and assets held for sale:

Six Months Ended

Operating Activities:

Goodwill impairment charge

Loss on classification to held for sale

Depreciation and amortization

Share-based compensation

Investing Activities:

Capital expenditures

Proceeds from sale of corporate headquarters

Note 4—Patient Service Equipment and Other Fixed Assets, Net

Patient service equipment and other fixed assets, net, consists of the following:

June 30, 2025

December 31, 2024

Patient service equipment

Building and leasehold improvements

Other fixed assets

Patient service equipment and other fixed assets, gross

Accumulated depreciation and amortization

Patient service equipment and other fixed assets, net

Note 5—Goodwill and Intangible Assets, Net

At June 30, 2025 and December 31, 2024, we had goodwill of $ 1.2 billion, net of accumulated goodwill impairment of $ 307 million.

Intangible assets, net subject to amortization, which excludes indefinite-lived intangible assets, at June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

December 31, 2024

Relationships

Gross intangible assets

Intangible assets, gross

Accumulated amortization

Net intangible assets

Intangible assets, net

Weighted average useful life

At March 31, 2025 and December 31, 2024, $ 202 million and $ 210 million in net intangible assets were held in the Patient Direct segment and $ 83 million and $ 89 million were held in the Products & Healthcare Services segment.

Amortization expense for intangible assets was $ 14 million and $ 20 million for the three months ended March 31, 2025 and 2024.

As of March 31, 2025, based on the current carrying value of intangible assets subject to amortization, estimated amortization expense were as follows:

Amortization expense for intangible assets was $ 7.6 million and $ 15 million for the three and six months ended June 30, 2025 and $ 10 million and $ 24 million for the three and six months ended June 30, 2024.

As of June 30, 2025, based on the current carrying value of intangible assets subject to amortization and expected remaining useful life, estimated amortization expense were as follows:

2025 (remainder)

Total future amortization

Note 4—Exit and Realignment Costs, Net

We 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 include professional fees, severance and other costs to streamline functions and processes.

These costs are not normal, cash operating expenses necessary for the Company to operate its business on an ongoing basis and are excluded from our segments’ operating income.

Exit and realignment charges, net were $ 31 million and $ 27 million for the three months ended March 31, 2025 and 2024.

These charges were primarily related to strategic initiatives and operational improvements to increase net revenue and lower costs as well as a provision to accounts receivable related to our Fusion5 business which is in the process of being wound down.

In addition, the gain on the sale of our corporate home office in the amount of $ 7.4 million was included in exit and realignment charges, net for the three months ended March 31, 2024.We expect to incur material future costs relating to certain exit and realignment actions, which remain underway that we are not able to reasonably estimate.

The following table summarizes the activity related to exit and realignment cost accruals, which are classified as other current liabilities in our condensed consolidated balance sheets, through March 31, 2025 and 2024:

As a result of a notice of a contract termination with a commercial Payor, the remaining useful life for an intangible asset associated with that relationship was modified as of June 30, 2025 and the updated future intangible amortization is reflected in the table above.

Note 6—Leases

The components of lease expense for the three months ended June 30, 2025 and 2024 were as follows:

Three Months Ended June 30,

Classification

Operating lease cost

SG&A expenses

Short-term lease cost

SG&A expenses, Cost of net revenue

Variable lease cost

SG&A expenses, Cost of net revenue

Total lease cost

Six Months Ended June 30,

Classification

Operating lease cost

SG&A expenses

Short-term lease cost

SG&A expenses, Cost of net revenue

Variable lease cost

SG&A expenses, Cost of net revenue

Total lease cost

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 as of June 30, 2025 and December 31, 2024 was as follows:

As of June 30,

As of December 31,

Classification

Operating lease assets

Current operating leases

Other current liabilities

Noncurrent operating leases

Operating lease liabilities, excluding current portion

Total operating lease liabilities

Other information related to leases for the six months ended June 30, 2025 and 2024 was as follows:

Six Months Ended June 30,

Supplemental cash flow information

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for new operating lease liabilities

Weighted average remaining lease term (years)

Operating leases

Weighted average discount rate

Operating leases

Maturities of operating lease liabilities as of June 30, 2025 were as follows:

2025 (remainder)

Total lease payments

Present value of lease liabilities

Note 7—Exit and Realignment Charges, Net

We incur exit and realignment and other charges associated with optimizing our operations which include IT strategic initiatives and other strategic actions.

These charges include professional fees, severance and other costs to streamline functions and enhance processes.

These costs are not normal, cash operating expenses necessary for the Company to operate its business on an ongoing basis.

Exit and realignment charges, net were $ 2.5 million and $ 16 million for the three and six months ended June 30, 2025 and $ 15 million and $ 24 million for the three and six months ended June 30, 2024.

These charges were primarily related to strategic operational improvements to increase net revenue and lower costs as well as a provision to accounts receivable related to our Fusion5 business which is in the process of being wound down .

We expect to 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, which are generally classified as other current liabilities in our condensed consolidated balance sheets, through June 30, 2025 and 2024:

Accrued exit and realignment costs, December 31, 2024

1 unchanged sentence

Professional fees

IT strategic initiatives

IT strategic initiatives and other

Cash payments

Accrued exit and realignment costs, March 31, 2025

Provision for exit and realignment activities:

Professional fees

IT strategic initiatives and other

Cash payments

Accrued exit and realignment costs, June 30, 2025

Accrued exit and realignment costs, December 31, 2023

1 unchanged sentence

Professional fees

IT strategic initiatives and other

Cash payments

Accrued exit and realignment costs, March 31, 2024

In addition to the exit and realignment accruals in the preceding table, we also incurred $ 8.3 million of costs that were expensed as incurred for the three months ended March 31, 2025, which primarily related to wind-down costs

For the three months ended March 31, 2024, the table above excludes the $ 7.4 million gain associated with the sale of our corporate headquarters, we also incurred $ 6.5 million of costs that were expensed as incurred for the three months ended March 31, 2024, which primarily related to accelerated depreciation of certain assets held in our Products & Healthcare Services segment.

Debt, net of unamortized deferred financing costs, consists of the following:

March 31, 2025

Provision for exit and realignment activities:

Professional fees

IT strategic initiatives and other

Cash payments

Accrued exit and realignment costs, June 30, 2024

In addition to the exit and realignment accruals in the preceding table, we also incurred $ 0.4 million and $ 7.6 million of costs that were expensed as incurred for the three and six months ended June 30, 2025, which primarily related to wind-down costs of Fusion5.

Debt, net of unamortized deferred financing costs, as of June 30, 2025 and December 31, 2024 consisted of the following:

June 30, 2025

December 31, 2024

2 unchanged sentences

6.625 % Senior Notes, due April 2030

Finance leases and other

Less current maturities

Long-term debt

On March 29, 2022, we entered into a Security Agreement Supplement pursuant to which the Security and Pledge Agreement (the Security Agreement), dated March 10, 2021 was supplemented to grant collateral on behalf of the holders of the 2024 Notes, and the parties secured under the credit agreements including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Grantors (as defined in the Security Agreement) in the Grantors’ present and future subsidiaries, subject to certain customary exceptions, and (b) all present and future personal property and assets of the Grantors, subject to certain exceptions.

On March 29, 2022, we entered into a term loan credit agreement with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (the Credit Agreement) that provides for two credit facilities (i) a $ 500 million Term Loan A facility (the Term Loan A), and (ii) a $ 600 million Term Loan B facility (the Term Loan B).

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.

(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).

1 unchanged sentence

The Term Loan A will mature in March 2027 and the Term Loan B will mature in March 2029.

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).

On March 10, 2021, we issued $ 500 million of 4.500 % senior unsecured notes due in March 2029 (the 2029 Unsecured Notes), with interest payable semi-annually.

The 2029 Unsecured Notes were sold at 100 % of the principal amount with an effective yield of 4.500 %.

3 unchanged sentences

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 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 March 31, 2025 we had $ 98 million in outstanding borrowings on our Revolving Credit Agreement.

At June 30, 2025 we had $ 135 million in outstanding borrowings on our Revolving Credit Agreement.

At December 31, 2024 our Revolving Credit Agreement was undrawn.

At March 31, 2025 and December 31, 2024 we had letters of credit, which reduce Revolver availability, totaling $ 34 million and $ 31 million, leaving $ 318 million and $ 419 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 $ 3.4 million and $ 2.9 million as of March 31, 2025 and December 31, 2024.

At June 30, 2025 and December 31, 2024, we had letters of credit, which reduce Revolver availability, totaling $ 29 million and $ 31 million, leaving $ 286 million and $ 419 million available for borrowing.

The Revolving Credit Agreement, the Credit Agreement, the 2029 Unsecured Notes and the 2030 Unsecured Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements.

The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture.

We were in compliance with our debt covenants at March 31, 2025.

As of March 31, 2025, scheduled future principal payments of debt, excluding finance leases and other, were as follows:

We were in compliance with our debt covenants at June 30, 2025.

As of June 30, 2025, future principal payments due under our debt agreements or anticipated to be repaid within twelve months, excluding other, were as follows:

2025 (remainder)

Current maturities at March 31, 2025 include $ 47.5 million in current borrowings on our Revolving Credit Facility and $ 2.4 million in current portion of finance leases and other.

Note 6—Retirement Plans

We have a frozen noncontributory, unfunded retirement plan for certain retirees in the U.S.

Retirement Plan).

As of March 31, 2025 and December 31, 2024, the accumulated benefit obligation of the U.S.

Retirement Plan was $ 31 million.

Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective teammates.

Current maturities at June 30, 2025 includes $ 383 million in debt anticipated to be repaid within the next twelve months in connection with net cash proceeds expected to be received within the next twelve months related to the contemplated P&HS segment sale.

Note 9—Share-Based Compensation

We maintain a share-based compensation plan (the Plan) that is administered by the Our People & Culture Committee of the Board of Directors.

The Plan allows us to award or grant to officers, directors and teammates incentive, non-qualified and deferred compensation stock options, stock appreciation rights (SARs), performance stock units and performance shares (collectively, Performance Stock Awards (PSAs)), restricted stock units and restricted stock (collectively, Restricted Stock Awards (RSAs)) and unrestricted stock.

We use authorized and unissued common shares for grants of RSAs, SARs, PSAs or for stock option exercises.

At June 30, 2025, approximately 1.7 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 .

Under the 2018 Stock Incentive Plan, if outstanding equity awards are not assumed or substituted in connection with a change in control, unvested awards will vest in full upon the change in control.

Under the 2023 Omnibus Incentive Plan, unless the individual award agreements provide otherwise, if the successor company assumes the awards, vesting of the award will be accelerated upon a subsequent termination of employment without cause or, if the teammate resigns for good reason, in each case, within 24 months following the change in control, with any performance-based awards deemed earned based on the target performance levels.

Share-based compensation expense for the three and six months ended June 30, 2025 was $ 5.0 million and $ 9.3 million with recognized tax benefits of $ 1.3 million and $ 2.4 million.

Share-based compensation expense for the three and six months ended June 30, 2024 was $ 4.3 million and $ 8.4 million with recognized tax benefits of $ 1.1 million and $ 2.2 million.

Unrecognized compensation cost related to nonvested RSAs, net of estimated forfeitures, was $ 32 million at June 30, 2025.

This amount is expected to be recognized over a weighted-average period of 2.2 years, based on the maximum remaining vesting period required under the awards.

Unrecognized compensation cost related to nonvested PSAs as of June 30, 2025 was $ 12 million and will be recognized primarily in 2025, 2026, and 2027 if the related performance targets are met at the current level expected.

The following table summarizes the activity and value of nonvested RSAs and PSAs for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

Grant-date Fair

Nonvested awards at beginning of period

Nonvested awards at end of period

Six Months Ended

Grant-date Fair

Nonvested awards at beginning of period

Nonvested awards at end of period

The total fair value of RSAs and PSAs vested during the three and six months ended June 30, 2025 was $ 8.1 million and $ 12 million.

The total fair value of RSAs and PSAs vested during the three and six months ended June 30, 2024 was $ 11 million and $ 17 million.

Note 10—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 are directly and indirectly affected by changes in interest rates, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks.

We do not enter into derivative financial instruments for trading purposes.

We 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 swaps were designated as cash flow hedges.

Cash flows related to the interest rate swap agreement are included in interest expense, net.

We determine the fair value of our foreign currency derivatives and interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data.

Cash flows related to the interest rate swap agreement are included in interest expense, net within discontinued operations, refer to Note 3.

We determine the fair value of our interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data.

We do not view the fair value of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure.

2 unchanged sentences

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 March 31, 2025:

The following table summarizes the terms and fair value of our outstanding cash flow hedges as of June 30, 2025:

Derivative Assets

3 unchanged sentences

Classification

Cash flow hedges

Interest rate swaps

1 unchanged sentence

Other liabilities

Economic (non-designated) hedges

Foreign currency contracts

Other current assets

Other current liabilities

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2024:

The following table summarizes the terms and fair value of our outstanding cash flow hedges as of December 31, 2024:

Derivative Assets

3 unchanged sentences

Classification

Cash flow hedges

Interest rate swaps

1 unchanged sentence

Other liabilities

Economic (non-designated) hedges

Foreign currency contracts

Other current assets

Other current liabilities

The notional amount of the interest rate swaps 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 condensed consolidated statements of operations for the three months ended March 31, 2025:

Amount of Gain Recognized in Other Comprehensive Income (Loss)

Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income

The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three and six months ended June 30, 2025:

Amount of Loss Recognized in Other Comprehensive Income (Loss)

Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded

Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss

Three months ended June 30, 2025

Six months ended June 30, 2025

Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income

Three months ended June 30, 2025

Six months ended June 30, 2025

Three months ended June 30, 2025

Six months ended June 30, 2025

Interest rate swaps

Interest expense, net

Loss from discontinued operations, net of tax

The amount of ineffectiveness associated with these contracts was immaterial for the period presented.

The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three months ended March 31, 2024:

The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three and six months ended June 30, 2024:

Amount of Gain Recognized in Other Comprehensive Income (Loss)

Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income

Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded

Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss

Three months ended June 30, 2024

Six months ended June 30, 2024

Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income

Three months ended June 30, 2024

Six months ended June 30, 2024

Three months ended June 30, 2024

Six months ended June 30, 2024

Interest rate swaps

Interest expense, net

Loss from discontinued operations, net of tax

The amount of ineffectiveness associated with these contracts was immaterial for the period presented.

For the three months ended March 31, 2025 and 2024, we recognized a gain of $ 4.2 million and a loss of $ 4.2 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, net for our foreign exchange contracts.

Note 11—Income Taxes

The effective tax rate was 28.8 % for the three months ended March 31, 2025, compared to 19.3 % in the same period of 2024.

The change in these rates were primarily from changes in results of operations in the jurisdictions in which we operate and changes in forecasted results reflected in the tax rates.

The liability for unrecognized tax benefits was $ 36 million at March 31, 2025 and December 31, 2024.

Included in the liability at March 31, 2025 and December 31, 2024 were no tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The effective tax rate was 1.3 % and 3.0 % for the three and six months ended June 30, 2025, compared to 28.9 % and 30.1 % for the three and six months ended June 30, 2024.

The change in these rates were primarily from changes in results of operations, including the tax treatment associated with the $ 80 million transaction breakage fee for the three and six months ended June 30, 2025.

The liability for unrecognized tax benefits was $ 53 million and $ 36 million at June 30, 2025 and December 31, 2024.

Substantially all of the $ 17 million increase in the liability for unrecognized tax benefits was the result of the tax treatment associated with the $ 80 million Rotech transaction breakage fee.

Included in the liability at June 30, 2025 and December 31, 2024 were no tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

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.

4 unchanged sentences

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.

In June 2024, the IRS and the relevant foreign taxing authority mutually agreed to proposed adjustments to our 2015 through 2018 consolidated tax returns.

As a result, we remeasured the uncertain tax position for the 2015 through 2018 tax years, as well as the affected 2019 through 2022 tax years, to the amount expected to be paid upon a final agreement with the IRS.

In June 2025, we received the final assessment from the IRS for the 2015 through 2018 tax years including interest.

The uncertain tax position for these years and related accrued interest has been remeasured to reflect the final amount to be paid.

This matter does not impact our 2023, 2024 or future tax years.

As of March 31, 2025, we owed $ 44 million associated with the NOPA matter, which includes $ 13 million of interest accrued on the matter through March 31, 2025.

As of June 30, 2025, we owed $ 37 million associated with the NOPA matter, which includes $ 10 million of interest accrued on the matter through June 30, 2025.

The balance sheet classification and amount owed may be subject to change depending on the timing of a final agreement with the IRS.

On July 4, 2025, The U.S.

Congress passed budget reconciliation bill H.R.

1 referred to as the One Big Beautiful Bill (OBBB).

The OBBB contains several changes to corporate taxation including modification to limitations on deductions for interest expense and accelerated fixed asset depreciation.

We are still assessing the impact to our consolidated financial statements.

Note 12—Net Loss per Common Share

The following summarizes the calculation of net loss per common share attributable to common shareholders for the three months ended March 31, 2025 and 2024:

The following summarizes the calculation of net loss per common share attributable to common shareholders for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

Six Months Ended

(in thousands, except per share data)

Loss from continuing operations, net of tax

Loss from discontinued operations, net of tax

Weighted average shares outstanding - basic

1 unchanged sentence

Weighted average shares outstanding - diluted

Net loss per common share:

Share-based awards for the three months ended March 31, 2025 and 2024 of approximately 1.8 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.

Basic loss per common share:

Loss from continuing operations, net of tax

Loss from discontinued operations, net of tax

Diluted loss per common share:

Loss from continuing operations, net of tax

Loss from discontinued operations, net of tax

Share-based awards for the three and six months ended June 30, 2025 of approximately 2.5 million and 2.2 million and 1.6 million shares for the three and six months ended June 30, 2024 were excluded from the calculation of diluted loss per common share as the effect would be anti-dilutive.

Note 13—Shareholders Equity

On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $ 100 million over the next 24 months .

Under the program, we may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions and 10b5-1 trading plans.

During the three and six months ended June 30, 2025, we repurchased in open-market transactions and retired approximately 0.7 million and 0.8 million shares of our common stock for an aggregate of $ 5.1 million and $ 6.6 million, or an average price per share of $ 7.87 and $ 8.04 .

Note 14—Accumulated Other Comprehensive (Loss) Income

The following table shows the changes in accumulated other comprehensive (loss) income by component for the three months ended March 31, 2025 and 2024:

Accumulated other comprehensive (loss) income, December 31, 2024

The following table shows the changes in accumulated other comprehensive (loss) income by component for the three and six months ended June 30, 2025 and 2024:

Accumulated other comprehensive (loss) income, March 31, 2025

Other comprehensive income (loss) before reclassifications

3 unchanged sentences

Other comprehensive income (loss)

Accumulated other comprehensive (loss) income, three months ended June 30, 2025

Accumulated other comprehensive (loss) income, March 31, 2024

Other comprehensive income (loss) before reclassifications

Other comprehensive income (loss) before reclassifications, net of tax

Amounts reclassified from accumulated other comprehensive income (loss)

Amounts reclassified from accumulated other comprehensive income (loss), net of tax

Other comprehensive income (loss)

Accumulated other comprehensive (loss) income, three months ended June 30, 2024

Accumulated other comprehensive (loss) income, December 31, 2024

4 unchanged sentences

Other comprehensive income (loss)

Accumulated other comprehensive (loss) income, March 31, 2024

Accumulated other comprehensive (loss) income, six months ended June 30, 2025

Accumulated other comprehensive (loss) income, December 31, 2023

Other comprehensive income (loss) before reclassifications

Other comprehensive income (loss) before reclassifications, net of tax

Amounts reclassified from accumulated other comprehensive income (loss)

Amounts reclassified from accumulated other comprehensive income (loss), net of tax

Other comprehensive income (loss)

Accumulated other comprehensive (loss) income, six months ended June 30, 2024

We include amounts reclassified out of accumulated other comprehensive (loss) income related to defined benefit pension plans as a component of net periodic pension cost recorded in Other expense, net.

Note 15—Commitments, Contingent Liabilities, and Legal Proceedings

On June 3, 2025, the Company, Rotech and Merger Sub mutually agreed to terminate the Merger Agreement and entered into the Termination Agreement.

In accordance with the terms of the Termination Agreement, the Company made a cash payment to Rotech of $ 80 million during the three and six months ended June 30, 2025.

This payment fulfills the obligation as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for disclosure of other material contractual obligations.

We are party to various legal claims that are ordinary and incidental to our business, including ones related to commercial disputes, employment, workers’ compensation, product liability, regulatory and other matters.

We maintain insurance coverage for employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits, applicable deductibles and insurer solvency.

We establish reserves from time to time based upon periodic assessment of the potential outcomes of pending matters.

Based on current knowledge and the advice of counsel, we believe that the accrual as of June 30, 2025 for currently pending matters considered probable of loss, is sufficient.

In addition, we believe that other currently pending matters are not reasonably possible to result in a material loss, as payment of the amounts claimed is remote, the claims are immaterial, individually and in the aggregate, or the claims are expected to be adequately covered by insurance, subject to policy limits, applicable deductibles, exclusions and insurer solvency.

Note 16—Segment Information

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 our outsourced logistics and value-added services businesses, and our Global Products division which manufactures and sources medical surgical products through our production and kitting operations.

The Chief Operating Decision Maker (CODM) for both of our segments is the President, Chief Executive Officer & Director.

The CODM uses segment income to evaluate 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:

Three Months Ended March 31, 2025

Products & Healthcare Services

Patient Direct

Cost of goods sold

Distribution, selling and administrative expenses

Other operating expense, net

Segment income

Acquisition-related charges and intangible amortization

Exit and realignment charges, net

Litigation and related charges (1)

Operating income

Capital expenditures

(1) Litigation and related charges includes settlement costs and related fees of legal matters within our Patient Direct Segment, which do not occur in the ordinary course of our business and are inherently unpredictable in timing and amount.

These charges are reported within Other operating expense, net in our Statements of Operations for the three months ended March 31, 2025.

Three Months Ended March 31, 2024

Products & Healthcare Services

Patient Direct

Cost of goods sold

Distribution, selling and administrative expenses

Other operating expense, net

Segment income

Acquisition-related charges and intangible amortization

Exit and realignment charges, net

Operating income

Capital expenditures

Three Months Ended

Share-based compensation:

Products & Healthcare Services

Patient Direct

Consolidated share-based compensation:

Depreciation and amortization:

Products & Healthcare Services

Patient Direct

Intangible amortization

Consolidated depreciation and amortization:

(1) Other share-based compensation expense is captured within exit and realignment charges, net or acquisition-related charges and intangible amortization for the three months ended March 31, 2025 and 2024.

(2) Other depreciation and amortization expense is captured within exit and realignment charges, net for the three months ended March 31, 2025 and 2024.

March 31, 2025

December 31, 2024

Total assets:

Products & Healthcare Services

Patient Direct

Segment assets

Cash and cash equivalents

Consolidated total assets

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 segment, were $ 8.6 million and $ 5.4 million for the three months ended March 31, 2025 and 2024.

The net book value of patient service equipment sales and dispositions within the Patient Direct segment, were $ 12 million and $ 9.6 million for the three months ended March 31, 2025 and 2024.

Excess and obsolete inventory adjustments included in our Products & Healthcare Services segment were $ 1.6 million and $ 6.4 million for the three months ended March 31, 2025 and 2024.

Excess and obsolete inventory adjustments are not material to the Patient Direct segment for the three months ended March 31, 2025 and 2024.

The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services:

Three Months Ended

United States

International

Consolidated net revenue

As described in Note 1, the P&HS segment has met the accounting requirements to be classified as discontinued operations and held for sale at June 30, 2025, and we no longer report the P&HS segment.

Our President, Chief Executive Officer & Director is the chief operating decision maker (CODM).

The CODM reviews financial information about the continuing operations business at an enterprise-wide consolidated level when allocating resources and assessing business performance.

Accordingly, we have determined that our business activities comprise a single operating and reporting segment.

Net income (loss) from continuing operations is the profit or loss measure used by the CODM that is most consistent with GAAP and therefore is the required measure of profitability.

Note 17—Recent Accounting Pronouncements

11 unchanged sentences

We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows .

Note 13—Commitments, Contingent Liabilities, and Legal Proceedings

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 financing in place and expect to use a combination of cash and incremental borrowings to fund the purchase price.

The Company and Rotech have entered into a timing agreement with the Federal Trade Commission (FTC) under which the FTC will have until June 10, 2025 to complete its review of the transaction.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for disclosure of other material contractual obligations.

insurance coverage for employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits, applicable deductibles and insurer solvency.

We establish reserves from time to time based upon periodic assessment of the potential outcomes of pending matters.

Based on current knowledge and the advice of counsel, we believe that the accrual as of March 31, 2025 for currently pending matters considered probable of loss, is sufficient.

Note 14—Shareholders Equity

On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $ 100 million over the next 24 months .

Under the program, we may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions and 10b5-1 trading plans.

During the three months ended March 31, 2025, we repurchased in open-market transactions and retired approximately 0.2 million shares of our common stock for an aggregate of $ 1.5 million, or an average price per share of $ 8.66 .

Note 15—Subsequent Events

On April 4, 2025, we completed the sale of $ 1.0 billion aggregate principal amount of 10.000 % Senior Secured Notes due 2030 (the New Notes) in a private offering (the Offering) to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S.

persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.

The Offering was in connection with the financing of our previously announced proposed acquisition of Rotech (Acquisition).

At the closing of the Offering, the gross proceeds were placed into a segregated escrow account where they will be held for the benefit of the holders of the New Notes pending the consummation of the Acquisition.

Upon consummation of the Acquisition, we intend to use the net proceeds of the Offering, together with cash on hand and expected borrowings under a new senior secured incremental term loan B facility to finance the consummation of the Acquisition and other related transactions contemplated by the merger agreement, including the repayment of Rotech debt and to pay Acquisition related fees and expenses.

Any remaining net proceeds will be used for working capital and general corporate purposes.

If the Acquisition is not consummated on or prior to October 6, 2025, or upon the occurrence of certain other events, the proceeds will not be released to consummate the Acquisition and related transactions, but instead will be released for the purpose of redeeming the New Notes pursuant to a “Special Mandatory Redemption” in accordance with the procedures set forth in the indenture governing the New Notes.

The Special Mandatory Redemption price will be a price equal to 100 % of the initial issue price of the New Notes plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements