What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 464 added, 208 removed, 917 unchanged (42% of the section changed)

11 unchanged sentences

Under SEC Staff guidance, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting which covers the period in which such acquisition was completed.

We excluded the personal care business of Curo Health Services, LLC, a Delaware limited liability company that does business as Gentiva (the “ Gentiva Acquisition ” ), from our assessment of internal control over financial reporting as of December 31, 2024 because it was acquired in a purchase business combination on December 2, 2024.

These acquired operations represented 2.0% of our revenues, 3.0% of our operating income and 2.4% of our assets as of and for the year ended December 31, 2024.

We excluded Helping Hands Home Care Service, Inc., a Pennsylvania corporation (“Helping Hands”) and Gold Horses, LLC, a Texas limited liability company (“Gold Horses”) from our assessment of internal control over financial reporting as of December 31, 2025 because they were acquired in purchase business combinations on August 1, 2025 and October 1, 2025, respectively.

Helping Hands represented 0.5% of our revenues, 0.5% of our operating income and 0.2% of our assets as of and for the year ended December 31, 2025.

Gold Horses represented 0.2% of our revenues, 0.4% of our operating income and 0.0% of our assets as of and for the year ended December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears within Part IV, Item 15—“Exhibits and Financial Statement Schedules.”

2 unchanged sentences

OTHER INFORMATION

Not applicable.

Without limiting the generality of the foregoing, during the quarter ended December 31, 2024 , no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, as such terms are defined in Item 408 of Regulation S-K.

During the quarter ended December 31, 2025 , each of the following directors and Section 16 officers adopted a Rule 10b5 - 1 Trading Arrangement (as defined in Item 408 (a) of Regulation S-K) to sell common shares:

Shares Vesting and Subject to

Other Shares Being Sold

Adoption Date

Expiration Date ( 1 )

Sell-To-Cover ( 2 )

(Subject to Certain Conditions)

Heather Dixon

President and Chief Operating Officer

November 6, 2025

September 15, 2026

( 1 ) Each plan will expire on the date represented in the table or upon the earlier completion of all transactions contemplated by the arrangement.

( 2 ) This column indicates the total number of shares vesting in connection with equity awards, not the number of shares to be sold.

The actual number of shares to be sold will be a smaller number based on whatever is required to satisfy payment of applicable withholding taxes under sell-to-cover arrangements.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

Certain information required by Part III is omitted from this Annual Report on Form 10-K as we intend to file our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report, and certain information included in the Proxy Statement is incorporated herein by reference.

DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2025 .

4 unchanged sentences

We intend to post amendments to or waivers from, if any, our Code of Conduct at this location on our website, in each case to the extent such amendment or waiver would otherwise require the filing of a Current Report on Form 8 -K pursuant to Item 5.05 thereof.

EXECUTI VE COMPENSATION

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

1 unchanged sentence

EXHIBITS AND FINA NCIAL STATEMENT SCHEDULES

(a) (1), (2) The Financial Statements listed on the index on page F-1 following are included herein.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1), (2) The Financial Statements listed on the index on page F-1 following are included herein.

All schedules are omitted, either because they are not applicable or because the required information is shown in the financial statements or the notes thereto.

61 unchanged sentences

Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 22, 2024, by and among Addus HealthCare, Inc., as the Borrower, Addus HomeCare Corporation, the other Credit Parties party thereto, Capital One, National Association, as administrative agent and as a Lender, and the other Lenders party thereto.

Addus Homecare Corporation Insider Trading Policy

Retention and Transition Agreement, dated March 10, 2025, by and between Addus Healthcare, Inc.

and Heather Dixon.

Third Amended and Restated Employment and Non-Competition Agreement, dated March 10, 2025, by and between Addus Healthcare, Inc.

and Heather Dixon.

Employment and Non-Competition Agreement, dated August 4, 2025, by and between Addus Healthcare, Inc.

and Heather Dixon.

Amended and Restated Retention and Transition Agreement, dated August 4, 2025, by and between Addus Healthcare, Inc.

Bradley Bickham.

Subsidiaries of Addus HomeCare Corporation.

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Addus Homecare Corporation Compensation Recoupment Policy

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

21 unchanged sentences

February 24, 2026

/s/ HEATHER DIXON

Heather Dixon

February 25, 2025

/s/ MICHAEL EARLEY

Michael Earley

February 24, 2026

February 25, 2025

Michael Earley

February 24, 2026

/s/ ESTEBAN LÓPEZ, M.D.

Esteban López, M.D.

February 24, 2026

2 unchanged sentences

Veronica Hill-Milbourne

/s/ ESTEBAN LÓPEZ, M.D.

February 24, 2026

Esteban L ó pez, M.D.

/s/ JEAN RUSH

1 unchanged sentence

WEAVER, M.D., FACP

Weaver, M.D., FACP

February 24, 2026

Weaver, M.D., FACP

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

6 unchanged sentences

All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

Report of Independent Regi stered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Addus HomeCare Corporation

17 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded the business acquired from Gentiva (the Gentiva Acquisition), from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Gentiva from our audit of internal control over financial reporting.

Gentiva is a wholly-owned business whose total revenues, total operating income, and total assets excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2.0%, 3.0%, and 2.4% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded Helping Hands Home Care Service, Inc., a Pennsylvania corporation (“Helping Hands”) and Gold Horses, LLC, a Texas limited liability company (“Gold Horses”) from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in purchase business combinations during 2025.

We have also excluded Helping Hands and Gold Horses from our audit of internal control over financial reporting.

Helping Hands and Gold Horses are wholly-owned subsidiaries whose total revenues, total operating income, and total assets excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 0.5% and 0.2% of total revenues, respectively, approximately 0.5% and 0.4% of total operating income, respectively and approximately 0.2% and 0.0% of total assets, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

29 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED B ALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and 2024

1 unchanged sentence

Current assets

$ 81,617 $ 98,911

Accounts receivable, net of allowances for credit losses

151,695 122,880

Prepaid expenses and other current assets

36,179 38,591

Total current assets

269,491 260,382

Property and equipment, net of accumulated depreciation and amortization

24,998 24,703

996,696 970,558

Intangibles, net of accumulated amortization

102,410 109,643

Operating lease assets, net

43,713 47,348

Total other assets

1,142,819 1,127,549

$ 1,437,308 $ 1,412,634

Liabilities and stockholders’ equity

1 unchanged sentence

Accounts payable

$ 16,832 $ 27,176

Accrued payroll

65,941 62,053

Accrued expenses

28,191 28,959

Operating lease liabilities, current portion

13,144 12,800

Government stimulus advances

11,699 11,239

Accrued workers’ compensation insurance

13,680 13,644

Total current liabilities

149,487 155,871

Long-term liabilities

Long-term debt, net of debt issuance costs

120,959 218,443

Long-term operating lease liabilities

37,259 41,883

Deferred income tax

44,065 25,820

Other long-term liabilities

Total long-term liabilities

202,518 286,271

Total liabilities

$ 352,005 $ 442,142

Stockholders’ equity

Common stock—$ .001 par value;

40,000 authorized and 18,148 and 16,227 shares

issued and outstanding as of December 31, 2024 and 2023, respectively

40,000 authorized and 18,518 and 18,148 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

612,945 594,044

Retained earnings

472,340 376,430

Total stockholders’ equity

1,085,303 970,492

Total liabilities and stockholders’ equity

$ 1,437,308 $ 1,412,634

See accompanying Notes to Consolidated Financial Statements

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STAT EMENTS OF INCOME

CONSOLIDATED STATEMENTS OF INCOME

For the years ended December 31, 2025, 2024 and 2023

2 unchanged sentences

Net service revenues

$ 1,422,530 $ 1,154,599 $ 1,058,651

Cost of service revenues

960,656 779,578 718,775

461,874 375,021 339,876

General and administrative expenses

306,847 258,800 234,794

Depreciation and amortization

16,412 13,530 14,126

Total operating expenses

323,259 272,330 248,920

Operating income

138,615 102,691 90,956

Interest income

( 2,442 ) ( 4,394 ) ( 1,476 )

Interest expense

13,612 7,732 11,106

Total interest expense, net

11,170 3,338 9,630

Income before income taxes

127,445 99,353 81,326

Income tax expense

31,535 25,755 18,810

$ 95,910 $ 73,598 $ 62,516

Net income per common share

Basic net income per share

$ 5.31 $ 4.33 $ 3.91

Diluted net income per share

Weighted average number of common shares and potential common shares

$ 5.22 $ 4.23 $ 3.83

Weighted average number of common shares and potential common shares outstanding:

18,053 17,006 15,996

18,391 17,380 16,311

See accompanying Notes to Consolidated Financial Statements

4 unchanged sentences

(amounts and shares in thousands)

Stockholders’

Additional Paid in Capital

Retained Earnings

Total Stockholders’ Equity

Balance at January 1, 2023

Issuance of shares of common stock under

restricted stock award agreements

Forfeiture of shares of common stock under

restricted stock award agreements

16,128 $ 16 $ 393,208 $ 240,316 $ 633,540

Issuance of shares of common stock under restricted stock award agreements

Stock-based compensation

— — 10,319 — 10,319

Shares issued for exercise of stock options

13 — 319 — 319

— — — 62,516 62,516

Balance at December 31, 2023

Issuance of shares of common stock under

restricted stock award agreements

16,227 $ 16 $ 403,846 $ 302,832 $ 706,694

Issuance of shares of common stock under restricted stock award agreements

Forfeiture of shares of common stock under restricted stock award agreements

( 5 ) — — — —

Stock-based compensation

— — 11,165 — 11,165

Shares issued for exercise of stock options

50 — 3,435 — 3,435

Shares issued in public offering, net of offering costs

1,725 2 175,598 — 175,600

— — — 73,598 73,598

Balance at December 31, 2024

Issuance of shares of common stock under

restricted stock award agreements

Forfeiture of shares of common stock under

restricted stock award agreements

18,148 $ 18 $ 594,044 $ 376,430 $ 970,492

Issuance of shares of common stock under restricted stock award agreements

Forfeiture of shares of common stock under restricted stock award agreements

( 5 ) — — — —

Stock-based compensation

— — 16,424 — 16,424

Shares issued for exercise of stock options

Shares issued in public offering, net of offering costs

110 — 2,477 — 2,477

— — — 95,910 95,910

Balance at December 31, 2025

18,518 $ 18 $ 612,945 $ 472,340 $ 1,085,303

See accompanying Notes to Consolidated Financial Statements

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEM ENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2025, 2024 and 2023

2 unchanged sentences

Ended December 31,

2025 2024 2023

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by

operating activities, net of acquisitions:

$ 95,910 $ 73,598 $ 62,516

Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:

Depreciation and amortization

16,412 13,530 14,126

Deferred income taxes

17,867 13,192 2,819

Stock-based compensation

16,424 11,165 10,319

Amortization of debt issuance costs under the credit facility

1,294 1,050 860

Provision for credit losses

1,563 1,121 731

Gain on disposal of assets

( 2 ) ( 13 ) —

Impairment of operating lease assets

1 unchanged sentence

Gain on divestiture of business

— ( 3,725 ) —

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

( 26,650 ) 22,137 15,666

Prepaid expenses and other current assets

( 1,753 ) ( 19,065 ) ( 3,113 )

Government stimulus advances

460 5,474 ( 7,577 )

Accounts payable

( 12,656 ) ( 1,909 ) 2,025

Accrued payroll

3,250 ( 146 ) 9,176

Accrued expenses and other liabilities

( 633 ) ( 4,985 ) 4,709

Net cash provided by operating activities

111,507 116,434 112,247

Cash flows from investing activities:

Acquisition of businesses, net of cash acquired

( 31,581 ) ( 353,946 ) ( 109,797 )

Purchases of property and equipment

( 7,719 ) ( 6,050 ) ( 9,454 )

Proceeds received from disposal of assets

Proceeds received from previous acquisition

Proceeds received from divestiture of business

3,848 5,357 —

Net cash used in investing activities

( 32,500 ) ( 354,610 ) ( 119,236 )

Cash flows from financing activities:

Proceeds from borrowings on revolver — credit facility

11,335 233,000 110,000

Payments on revolver loan — credit facility

( 110,000 ) ( 136,353 ) ( 118,500 )

Proceeds from public offering

Payments for debt issuance costs under the credit facility

( 113 ) ( 3,386 ) —

Cash received from exercise of stock options

2,477 3,435 319

Net cash (used in) provided by financing activities

( 96,301 ) 272,296 ( 8,181 )

Net change in cash

( 17,294 ) 34,120 ( 15,170 )

Cash, at beginning of period

98,911 64,791 79,961

Cash, at end of period

$ 81,617 $ 98,911 $ 64,791

Supplemental disclosures of cash flow information:

Cash paid for interest

$ 12,461 $ 6,520 $ 10,254

Cash paid for income taxes

12,620 26,251 14,985

Supplemental disclosures of non-cash investing and financing activities

15 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

Reclassification of Prior Period Balances

Certain reclassifications have been made to prior period amounts to conform to the current-year presentation including the reporting of deferred tax liabilities as a separate line item on the Consolidated Balance Sheets.

Reclassification of Prior Balances

Certain reclassifications have been made to prior period amounts to conform to the current-year presentation including the reporting of Texas as a separate line item in personal care, commercial insurance as a separate line item in hospice, and state, local and other governmental programs (excluding Medicare) as a separate line item in home health.

These reclassifications have no effect on the reported net income for the years ended December 31, 2025, 2024 and 2023.

29 unchanged sentences

In federal fiscal year 2026, the aggregate cap is $ 35,361.44 .

For the years ended December 31, 2024 and 2023, the Company recorded a liability of $ 1.7 million and $ 0.8 million, respectively, related to the Medicare aggregate cap limit.

For both the years ended December 31, 2025 and 2024 , the Company recorded a liability of $ 1.7 million, related to the Medicare aggregate cap limit.

Home Health Revenue

23 unchanged sentences

Allowance for credit losses

Balance at beginning of period

Additions/ charges

Deductions (1)

end of period

Balance at end of period

Year ended December 31, 2025

Allowance for credit losses

$ 3,532 1,563 1,792 $ 3,303

Year ended December 31, 2024

Allowance for credit losses

$ 2,310 1,121 ( 101 ) $ 3,532

Year ended December 31, 2023

Allowance for credit losses

$ 1,634 731 55 $ 2,310

( 1 ) Write-offs, net of recoveries

22 unchanged sentences

Operating lease assets are tested for impairment in the same manner as our long-lived assets.

For the years ended December 31, 2024, 2023 and 2022 the Company recorded $ 5.0 million, $ 13,000 and $ 1.2 million, respectively, in impairment charges on operating lease assets, included within general administrative expenses.

Of the $ 5.0 million in impairment charges on operating lease assets recorded, $ 2.2 million in exit charges was included.

For the year ended December 31, 2025 , the Company did not record material impairment charges on operating lease assets.

For the years ended December 31, 2024 and 2023 , the Company recorded $ 5.0 million and $ 13,000 respectively, in impairment charges on operating lease assets, included within general administrative expenses.

Goodwill and Intangible Assets

7 unchanged sentences

The Company estimates the fair value of customer and referral relationships based on a multi-period excess earnings method, which involves identifying revenue streams associated with the assets, estimating the attrition rates based upon historical financial data, expenses and cash flows associated with the assets, contributory asset charges, rates of return for specific assets, growth rates, discount rate and tax amortization benefits.

The Company estimates the fair value of non-competition agreements based on a method of analyzing the factors to compete and factors not to compete, which involves estimating historical financial data, forecasted financial statements, growth rates, tax amortization benefit, discount rate, review of factors to compete and factors not to compete as well as an assessment of the probability of successful competition for each non-competition agreement.

As of December 31, 2025 and 2024 , goodwill was $ 996.7 million and $ 970.6 million, respectively, included on the Company’s Consolidated Balance Sheets.

4 unchanged sentences

The Company may also bypass the qualitative assessment and perform a quantitative test.

Additionally, it is the Company’s policy to update the fair value calculation of our reporting units and perform the quantitative goodwill impairment test on a periodic basis.

The quantitative goodwill impairment test involves comparing the fair value of a reporting unit with its carrying value, including goodwill.

1 unchanged sentence

If the fair value of a reporting unit is less than its carrying value, then goodwill is impaired to the extent of the difference.

For the year ended December 31, 2025 , the Company elected to perform a qualitative analysis to evaluate whether it was more likely than not that the fair value of its reporting units exceeded their carrying values.

Based on the results of the qualitative analysis, the Company concluded that threshold was met, and no further quantitative goodwill impairment testing was required.

For the years ended December 31, 2024 and 2023, the Company performed the quantitative analysis to evaluate whether an impairment occurred.

10 unchanged sentences

The Company’s identifiable intangible assets consist of customer and referral relationships, trade names, trademarks, state licenses and non-competition agreements.

Definite-lived intangible assets are amortized using straight-line and accelerated methods based upon the estimated useful lives of the respective assets, which range from one to twenty-five years , and assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Customer and referral relationships are amortized systematically over the periods of expected economic benefit, which range from five to ten years .

Definite-lived intangible assets are amortized using straight-line and accelerated methods based upon the estimated useful lives of the respective assets, which range from one to twenty years, and assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Customer and referral relationships are amortized systematically over the periods of expected economic benefit, which range from three to fifteen years.

The Company would recognize an impairment loss when the estimated future non-discounted cash flows associated with the intangible asset are less than the carrying value.

8 unchanged sentences

This method approximates the effective interest method.

In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , the Company has classified the debt issuance costs as a direct deduction from the carrying amount of the related liability.

The Company has classified the debt issuance costs as a direct deduction from the carrying amount of the related liability.

Workers ’ Compensation Program

The Company’s workers’ compensation insurance program ha s a $ 0.4 mil lion deductible component.

The Company’s workers’ compensation insurance program has a $ 0.4 million deductible component.

The Company recognizes its obligations associated with this program in the period the claim is incurred.

1 unchanged sentence

The future claims payments related to the workers’ compensation program are secured by letters of credit.

These letters of credit tot aled $ 8.0 million at each of December 31, 2024 and 2023.

These letters of credit totaled $ 7.9 million at December 31, 2025 and $ 8.0 million at December 31, 2024.

The Company monitors its claims quarterly and adjusts its reserves as necessary in the current period.

49 unchanged sentences

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in the ASU require, among other things, disclosure of significant segment expenses that are regularly provided to an entity’s chief operating decision maker (“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU was adopted in this annual report by including significant segment expenses reviewed by the Company’s CODM, but did not have a material impact on the Company’s results of operations, financial position or cash flows.

Refer to Note 14, Segment Information, for the updated presentation.

In October 2021, the FASB issued ASU No.

2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805).

This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606.

At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts.

The ASU was adopted prospectively on January 1, 2023 .

The additional disclosures required did no t have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, and other transactions subject to meeting certain criteria, that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued.

The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued.

Therefore, it was in effect for a limited time through December 31, 2022.

The ASU was adopted as of January 1, 2023 and did no t have a material impact on the Company’s results of operations or liquidity.

As discussed further in Note 9 and pursuant to the Third Amendment to Amended and Restated Credit Agreement dated as of April 26, 2023, the Company amended its credit facility to replace LIBOR with the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) as the benchmark reference rate for loans under its credit facility.

The transition to SOFR did not and is no t expected to have a material impact on the Company’s results of operations or liquidity.

In December 2023, the FASB issued ASU 2023 - 09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023 - 09 during the year ended December 31, 2025.

Adoption of the standard did not have a material impact on the Company’s consolidated financial statements and expanded income tax disclosures.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption.

These requirements are not expected to have a material impact on the Company’s financial statements and will expand income tax disclosures.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

4 unchanged sentences

The disclosure updates are required to be applied prospectively with the option for retrospective application.

The Company is currently assessing the impact and timing of adopting the updated provisions.

The Company is currently evaluating the impact of adopting the updated provisions.

In July 2025, the FASB issued ASU 2025 - 05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which replaces the incurred-loss model with a forward-looking current expected credit loss model that requires recognition of lifetime expected credit losses on financial assets measured at amortized cost and certain off-balance-sheet credit exposures (including trade accounts receivable and contract assets), using historical experience, current conditions, and reasonable and supportable forecasts.

ASU 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The disclosure updates should be applied prospectively.

The Company is currently evaluating the impact of the updated provisions.

In September 2025, the FASB issued ASU 2025 - 06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software.

The new guidance intends to modernize the guidance related to internal-use software costs to reflect current software development methods.

It requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable the project will be completed and the software will be used for its intended purpose.

ASU 2025 - 06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, and may be adopted using a prospective, retrospective, or modified transition approach.

Early adoption is permitted.

The Company is currently evaluating the impact on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025 - 10, Government Grants (Topic 832 ):

Accounting for Government Grants Received by Business Entities, which provides guidance on the recognition, measurement, and presentation of government grants.

ASU 2025 - 10 is effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective adoption, with early adoption permitted.

The Company has evaluated the guidance and does not expect adoption to have a material impact on its consolidated financial statements or related disclosures.

In December 2025, the FASB issued ASU 2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements, which clarifies certain interim reporting guidance.

ASU 2025 - 11 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

The Company has evaluated the guidance and does not expect adoption to have a material impact on its consolidated financial statements.

Amounts reported on the Company’s Consolidated Balance Sheets for operating leases were as follows:

1 unchanged sentence

Operating lease assets, net

$ 43,713 $ 47,348

Short-term operating lease liabilities

13,144 12,800

Long-term operating lease liabilities

37,259 41,883

Total operating lease liabilities

$ 50,403 $ 54,683

Components of lease costs were reported in general and administrative expenses in the Company’s Consolidated Statements of Income as follows:

2 unchanged sentences

Operating lease costs

$ 14,658 $ 13,386 $ 13,026

Short-term lease costs

1,118 735 1,147

Total lease costs

15,776 14,121 14,173

sublease income

( 226 ) ( 2,267 ) ( 2,770 )

Total lease costs, net

$ 15,550 $ 11,854 $ 11,403

Lease Term and Discount Rate

2 unchanged sentences

Weighted average remaining lease term

5.05 5.48 6.26

Weighted average discount rate

6.37 % 6.20 % 5.47 %

Maturity of Lease Liabilities

11 unchanged sentences

Operating cash flows from operating leases

$ 16,775 $ 14,783 $ 14,396

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

The Company sublet a portion of its corporate headquarters space in Frisco, Texas in November 2022 to a third party under a two-year sublease term for a monthly base rent of $ 0.1 million.

The sublease expired in January 2025 .

As the result, the Company recorded $ 5.0 million in impairment charges on operating lease assets, included within general administrative expenses.

Of the $ 5.0 million in impairment charges on operating lease assets recorded, $ 2.2 million in exit charges was included.

$ 9,305 $ 15,489 $ 17,221

Public Offering

2 unchanged sentences

The Company used approximately $ 81.4 million from the net proceeds of the Public Offering for the repayment of indebtedness outstanding under its credit facility and may use any remaining net proceeds of the Public Offering for general corporate purposes, including the Gentiva Acquisition and any future acquisitions or investments.

The Public Offering resulted in an increase to additional paid in capital of approximately $ 175.6 million on the Company’s Consolidated Balance Sheets at December 31, 2024.

The Public Offering resulted in an increase to additional paid in capital of approximately $ 175.6 million on the Company’s Consolidated Balance Sheet at December 31, 2024.

The Company’s acquisitions have been accounted for in accordance with ASC Topic 805, Business Combinations , and the resulting goodwill and other intangible assets were accounted for under ASC Topic 350, Goodwill and Other Intangible Assets .

2 unchanged sentences

Management’s assessment of qualitative factors affecting goodwill for each acquisition includes estimates of market share at the date of purchase, ability to grow in the market, synergy with existing Company operations and the payor profile in the markets.

Helping Hands Acquisition

On August 1, 2025, the Company completed the acquisition of Helping Hands Home Care Service, Inc., a Pennsylvania corporation (the “Helping Hands Acquisition”), for approximately $ 21.4 million.

The purchase was funded through the Company’s revolving credit facility and available cash.

With the Helping Hands Acquisition, the Company expanded its services within its personal care segment and entered the hospice markets in Pennsylvania.

The related acquisition and integration costs were $ 0.9 million and $ 0.3 million for the twelve months ended December 31, 2025, respectively.

These costs were included in general and administrative expenses on the Consolidated Statements of Income and were expensed as incurred.

Total (Amounts in Thousands)

Identifiable intangible assets

Accounts receivable

Property and equipment

Operating lease assets, net

Other current assets

Accounts payable

Accrued payroll

Operating lease liabilities, total

Total purchase price

Identifiable intangible assets acquired included $ 1.2 million of definite-lived state licenses.

The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820.

The fair value analysis and related valuations reflect the conclusions of management.

All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company.

The goodwill and intangible assets acquired are deductible for tax purposes.

The Helpings Hands Acquisition accounted for $ 7.2 million of net service revenues and $ 0.8 million of operating income for the year ended December 31, 2025.

Gentiva Acquisition

1 unchanged sentence

The purchase price was approximately $ 353.6 million and is subject to the completion of working capital and related adjustments.

In 2025, the Company received $ 2.9 million in proceeds for purchase price adjustments.

The purchase was funded with the combination of a $ 233.0 million draw on the Company’s revolving credit facility and a portion of the net proceeds of the Public Offering.

3 unchanged sentences

These costs are included in general and administrative expenses on the Consolidated Statements of Income and were expensed as incurred.

Based upon management’s valuations, which are preliminary and subject to completion of working capital adjustments, the fair values of the assets and liabilities acquired are as follows:

(Amounts in Thousands)

Based upon management’s valuations, the fair values of the assets and liabilities acquired are as follows:

Total (Amounts in Thousands)

Identifiable intangible assets

7 unchanged sentences

Deferred tax liabilities, net

Tota purchase price

Identifiable intangible assets acquired includ ed $ 4.9 million in a trade name, $ 23.0 million of definite-lived state licenses and $ 0.7 million of indefinite-lived state licenses.

Total purchase price

Identifiable intangible assets acquired included $ 4.9 million in a trade name, $ 23.0 million of definite-lived state licenses and $ 0.7 million of indefinite-lived state licenses.

The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820.

2 unchanged sentences

The goodwill and intangible assets acquired are deductible for tax purposes.

The Gentiva Acquisition accounte d for $ 22.6 million of net service revenues and $ 3.1 million of operating income for the year ended December 31, 2024.

The Gentiva Acquisition accounted for $ 22.6 million of net service revenues and $ 3.1 million of operating income for the year ended December 31, 2024.

Tennessee Quality Care

6 unchanged sentences

Based upon management’s valuations, the fair values of the assets and liabilities acquired are as follows:

(Amounts in Thousands)

Identifiable intangible assets

Accounts receivable

Property and equipment

Operating lease assets, net

Accrued expenses

Accrued payroll

Long-term operating lease liabilities

Total purchase price

Identifiable intangible assets acquired includ ed $ 7.5 million in a trade name and $ 19.2 million of indefinite-lived state licenses.

The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820.

The fair value analysis and related valuations reflect the conclusions of management.

All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company.

The goodwill and intangible assets acquired are deductible for tax purposes.

The Tennessee Quality Care acquisition accounte d for $ 16.3 million of net service revenues and $ 3.0 million of operating income for the year ended December 31, 2023.

On February 1, 2022, the Company completed the acquisition of the hospice and palliative operations of JourneyCare.

The purchase price was approximately $ 86.6 million, including the amount of acquired excess cash held by JourneyCare at the closing of the acquisition (approximately $ 0.4 million) plus the finalization of net working capital payable to seller of $ 1.6 million.

The JourneyCare acquisition was funded with a combination of a $ 35.0 million draw on the Company’s revolving credit facility and available cash.

With the JourneyCare acquisition, the Company expanded its hospice services to patients in the state of Illinois.

The related acquisition and integration costs were $ 0.5 million and $ 4.3 million, respectively, for the year ended December 31, 2022.

These costs are included in general and administrative expenses on the Consolidated Statements of Income and were expensed as incurred.

Based upon management’s valuations, the fair values of the assets and liabilities acquired are as follows:

(Amounts in Thousands)

Total (Amounts in Thousands)

Identifiable intangible assets

7 unchanged sentences

Identifiable intangible assets acquired included $ 7.5 million in a trade name and $ 19.2 million of indefinite-lived state licenses.

The estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820.

The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820.

The fair value analysis and related valuations reflect the conclusions of management.

1 unchanged sentence

The goodwill and intangible assets acquired are deductible for tax purposes.

JourneyCare accounted for $ 47.2 million of net service revenues and $ 9.1 million of operating income for the year ended December 31, 2022.

The Tennessee Quality Care acquisition accounted for $ 16.3 million of net service revenues and $ 3.0 million of operating income for the year ended December 31, 2023.

Other Acquisitions

On March 9, 2024, we completed our acquisition of the operations of Upstate for $ 0.4 million, with funding provided by available cash.

On October 1, 2025, we completed our acquisition of the assets of Gold Horses, LLC for approximately $ 7.4 million (the “Gold Horses Acquisition”) with funding provided by available cash.

With the Gold Horses Acquisition, the Company expanded its personal care segment in Texas and recognized goodwill in its personal care segment of $ 7.4 million.

On March 1, 2025, we completed our acquisition of the assets of Great Lakes Home Care Unlimited, LLC for $ 2.6 million (the “Great Lakes Acquisition”) with funding provided by available cash.

With the Great Lakes Acquisition, the Company expanded its personal care segment in Michigan and recognized goodwill in its personal care segment of $ 2.6 million.

On January 1, 2025, we completed our acquisition of our Jacksonville affiliate for approximately $ 0.8 million (the “Jacksonville Acquisition”), with funding provided by available cash.

With the Jacksonville Acquisition, the Company expanded its personal care segment in Florida and recorded goodwill of $ 0.8 million.

On March 9, 2024, we completed our acquisition of the operations of Upstate (“Upstate”) for $ 0.4 million, with funding provided by available cash.

With the purchase of Upstate, the Company expanded its personal care services segment in South Carolina.

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With the purchase of CareStaff, the Company expanded its personal care services segment in Florida and recorded goodwill of $ 0.6 million.

On October 1, 2022 , we completed the acquisition of Apple Home for approximately $ 12.7 million, with funding provided by drawing on the Company’s revolving credit facility.

The additional contingent consideration of up to approximately $ 2.0 million was settled without further payment.

With the purchase of Apple Home, the Company expanded clinical services for its home health segment in Illinois and recorded goodwill of $ 8.9 million.

For the year ended December 31, 2025 , the following table contains unaudited pro forma Consolidated Income Statement information of the Company as if the Helping Hands Acquisition closed on January 1, 2024.

For the year ended December 31, 2024 , the following table contains unaudited pro forma Consolidated Income Statement information of the Company as if the Gentiva Acquisition closed on January 1, 2023.

For the year ended December 31, 2023, the following table contains unaudited pro forma Consolidated Income Statement information of the Company as if the acquisition of Tennessee Quality Care closed on January 1, 2022.

For the year ended December 31, 2022, the following table contains unaudited pro forma Consolidated Income Statement information of the Company as if the acquisition of JourneyCare closed on January 1, 2021.

For the Years Ended December 31,

(Amounts in Thousands, Unaudited)

For the Years Ended December 31, (Amounts in Thousands, Unaudited)

Net service revenues

$ 1,433,474 $ 1,427,474 $ 1,363,545

Operating income from continuing operations

139,646 140,291 129,103

Net income from continuing operations

96,894 104,334 90,340

Net income per common share

Basic income per share

$ 5.37 $ 6.14 $ 5.65

Diluted income per share

$ 5.27 $ 6.00 $ 5.54

The pro forma disclosures in the table above include adjustments for amortization of intangible assets, tax expense and acquisition costs to reflect results that are more representative of the combined results of the transactions.

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Effective May 20, 2024, the Company entered into a definitive asset purchase agreement to sell all of the Company’s New York operations for a purchase price of up to $ 23.0 million in cash, subject to certain adjustments, including adjustments for future operating requirements (the “New York Asset Sale”).

The purchase price of up to $ 23.0 million includes 50 % cash consideration, paid out as an initial payment of $ 4.6 million, $ 6.9 million paid pro rata as a deferred payment as caregivers are transferred and 50 % in the form of contingent consideration for the Company’s CDPAP business.

The purchase included 50 % cash consideration, paid out as an initial payment of $ 4.6 million, $ 6.9 million paid pro rata as a deferred payment as caregivers are transferred and 50 % in the form of contingent consideration for the Company’s New York Consumer Directed Personal Assistance Program (“CDPAP”) business.

The Company entered into a consulting agreement with the purchaser effective May 20, 2024, as the transfer of clients and caregivers and payment for assets pursuant to the New York Asset Sale is occurring over time as regulatory approvals are received, coordination of the transfer of clients and caregivers occurs, and the change of control takes place.

The Company determined that the consulting agreement gave it the ability to control the business.

In October 2024, the Company determined that it no longer controlled the business as it transferred more than 50 % of the clients and caregivers and therefore qualified for sale consideration of the New York Asset Sale.

The Company determined that the consulting agreement gave it the ability to control the business until October 2024, when the Company determined that it no longer controlled the business as it transferred more than 50 % of the clients and caregivers and therefore qualified for the sale consideration of the New York Asset Sale.

As a result, the Company deconsolidated the results of its New York operations and recorded a gain on divestiture of $ 3.7 million during the year ended December 31, 2024.

The gain is reflected within general and administrative expenses on the consolidated statement of operations.

In connection with this transaction, the Company will cease operations in New York.

During the year ended December 31, 2024, the Company recorded $ 1.7 millio n in consulting fees and received a $ 4.6 million initial payment on the acquisition and deferred payments of $ 0.8 million, totaling $ 5.4 million related to the pro rata portion of caregivers transferred to purchaser.

The remaining $ 6.1 million due from the seller as of December 31, 2024 is reflected within prepaid expenses and other current assets on the consolidated balance sheets.

The gain was reflected within general and administrative expenses on the consolidated statement of operations.

In connection with this transaction, the Company ceased operations in New York.

During the twelve months ended December 31, 2025, the Company recorded deferred payments of $ 3.8 million with the remaining $ 2.3 million due from the purchaser reflected within prepaid expenses and other current assets on the condensed consolidated balance sheets as of December 31, 2025.

No amount was recorded related to the CDPAP business contingent consideration.

1 unchanged sentence

Goodwill and intangible assets of $ 2.9 million and $ 4.2 million, respectively, were derecognized in connection with the divestiture.

The carrying amounts of the assets and liabilities associated with our New York personal care operations included in our Consolidated Balance Sheets as of December 31, 2024 were as follows (amounts in thousands):

The carrying amounts of the assets and liabilities associated with the New York personal care operations included in our Consolidated Balance Sheets as of December 31, 2025 , were as follows (amounts in thousands):

December 31, 2025

20 unchanged sentences

Computer software

$ 30,599 $ 27,208

Computer equipment

16,199 12,809

Leasehold improvements

12,228 11,773

Furniture and equipment

Transportation equipment

66,279 58,553

accumulated depreciation and amortization

Computer software includes $ 1.3 million and $ 1.6 million of internally developed software for the years ended December 31, 2024 and 2023, respectively.

( 41,281 ) ( 33,850 )

$ 24,998 $ 24,703

Computer software includes $ 1.3 million of internally developed software for both the years ended December 31, 2025 and 2024 .

Depreciation and amortization expense totaled $ 7.8 million, $ 6.6 million and $ 6.9 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

4 unchanged sentences

Goodwill at December 31, 2023

$ 432,799 $ 153,276 $ 76,920 $ 662,995

Additions for acquisitions

— 292,204 18,094 310,298

Adjustments to previously recorded goodwill

41 ( 2,954 ) 178 ( 2,735 )

Goodwill at December 31, 2024

432,840 442,526 95,192 970,558

Additions for acquisitions

— 30,187 — 30,187

Adjustments to previously recorded goodwill

26 ( 3,732 ) ( 343 ) ( 4,049 )

Goodwill at December 31, 2025

$ 432,866 $ 468,981 $ 94,849 $ 996,696

In 2025, the Company recognized goodwill in the personal care services segment of $ 30.2 million related to the Jacksonville Acquisition, the Great Lakes Acquisition, the Helping Hands Acquisition and the Gold Horses Acquisition.

In 2024, the Company recognized goodwill in the personal care services segment of $ 292.2 million related to the acquisition of Upstate and the Gentiva Acquisition and recognized goodwill in the home health segment of $ 18.1 million related to the Gentiva Acquisition.

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The Company’s identifiable intangible assets consist of customer and referral relationships, trade names and trademarks, non-competition agreements and state licenses.

Amortization is computed using straight-line and accelerated methods based upon the estimated useful lives of the respective assets, which range from one to twenty-five years .

Customer and referral relationships are amortized systematically over the periods of expected economic benefit, which range from five to ten years .

Amortization is computed using straight-line and accelerated methods based upon the estimated useful lives of the respective assets, which range from one to twenty years.

Customer and referral relationships are amortized systematically over the periods of expected economic benefit, which range from three to fifteen years.

Goodwill and certain state licenses are not amortized pursuant to ASC Topic 350.

We test intangible assets with indefinite useful lives for impairment at the reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a significant change in business climate or regulatory changes that would indicate that an impairment may have occurred.

The Company did not record any impairment charges for the years ended December 31, 2025, 2024 or 2023.

For the years ended December 31, 2024 and 2023, the Company performed its annual goodwill impairment test using a quantitative analysis, which compares the estimated fair value of each reporting unit to its carrying value.

The Company estimates the fair value of the reporting unit using both a discounted cash flow model as well as a market multiple model.

2 unchanged sentences

The determination of fair value in the Company’s goodwill impairment analysis is based on an estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date.

Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock and fair value of long term debt, estimates of future re venue and expense growth, estimated market multiples, expected capital expenditures, income tax rates and cost of invested capital.

Significant assumptions used in the analysis included a 9.0 % discount rate and a 3.5 % long-term revenue growth rate.

The Company did no t record any impairment charges for the years ended December 31, 2024, 2023 or 2022.

Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock and fair value of long term debt, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates and cost of invested capital.

For the years ended December 31, 2024 and 2023, under the quantitative assessment, the Company’s estimated fair values of each of its reporting units exceeded the respective carrying amounts.

For the year ended December 31, 2025, the Company elected to perform a qualitative assessment to evaluate whether it was more likely than not that the fair value of each reporting unit is less than its carrying amount.

As part of the qualitative assessments, the Company considered (i) the magnitude of the reporting unit’s excess fair value over its carrying amount from the most recent quantitative impairment test, (ii) industry and market conditions, including the impacts of the interest rate environment, (iii) historical financial performance, including our revenue, earnings, and operating cash flow growth trends, (iv) the Company’s forecasts of revenue, earnings, and operating cash flows, (v) cost factors, including the effects of inflation and rising prices, (vi) the regulatory environment, (vii) other factors specific to each reporting unit, such as a change in strategy, a change in management, or acquisitions and divestitures affecting the composition of the reporting unit and its future operating results, and (viii) consideration of changes in the Company’s market capitalization.

For the year ended December 31, 2025, under the qualitative assessment, the Company concluded that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amounts as of the annual testing date.

The carrying amount and accumulated amortization of each identifiable intangible asset category consisted of the following at December 31, 2025 and 2024 :

10 unchanged sentences

Net carrying value

Customer and referral relationships

Trade names and trademarks

Non-competition agreement

State Licenses

Customer and referral relationships (in years)

3 - 15 $ 34,201 $ ( 33,656 ) $ 545 $ 34,201 $ ( 33,255 ) $ 946

Trade names and trademarks (in years)

1 - 20 59,366 ( 26,535 ) 32,831 59,366 ( 21,900 ) 37,466

Non-competition agreement (in years)

3 - 5 6,728 ( 6,663 ) 65 6,728 ( 6,263 ) 465

State Licenses (in years)

6 - 10 26,529 ( 4,190 ) 22,339 24,981 ( 1,243 ) 23,738

State Licenses

46,630 — 46,630 47,028 — 47,028

Total intangible assets

$ 173,454 $ ( 71,044 ) $ 102,410 $ 172,304 $ ( 62,661 ) $ 109,643

During the year ended December 31, 2025 , the Company acquired state licenses of $ 1.2 million in connection with the Helping Hands Acquisition.

During the year ended December 31, 2024 , the Company acquired state licenses and a trade name of $ 23.0 million and $ 4.9 million, respectively, in its personal care services segment related to the Gentiva Acquisition.

The Company also acquired indefinite-lived state licenses of $ 0.7 million in its home health segment in connection with the Gentiva Acquisition.

During the year ended December 31, 2023, the Company acquired indefinite-lived state licenses and a trade name of $ 7.6 million and $ 2.1 million, respectively, in its hospice segment related to the acquisition of Tennessee Quality Care.

The Company also acquired indefinite-lived state licenses and trade name of $ 11.6 million and $ 5.4 million, respectively, in its home health segment in connection with the Tennessee Quality Care acquisition.

Amortization expense related to the identifiable intangible assets amounted to $ 8.4 million, $ 6.7 million and $ 7.1 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

2 unchanged sentences

For the year ended December 31,

Total (Amount in Thousands)

Total intangible assets subject to amortization

3 unchanged sentences

Income tax receivable

$ 10,520 $ 11,568

Prepaid payroll

3 unchanged sentences

Total prepaid expenses and other current assets

(1) Include d $ 6.1 million related to NY divestiture deferred payments as of December 31, 2024 .

$ 36,179 $ 38,591

Included $ 2.3 and $ 6.1 million related to the New York Asset Sale deferred payments as of December 31, 2025 , and December 31, 2024, respectively.

Accrued expenses consisted of the following:

1 unchanged sentence

Accrued health benefits

Payor advances (2)

$ 6,643 $ 6,637

Accrued professional fees

Accrued payroll and other taxes

12,916 12,438

Total accrued expenses

(2) Represents the deferred portion of payments received from payors for COVID-19 reimbursements which was recognized as we incurred specific COVID-19 related expenses (including expenses related to securing and maintaining adequate personnel).

$ 28,191 $ 28,959

Long-Term Debt

2 unchanged sentences

Revolving loan under the credit facility

$ 124,335 $ 223,000

Less unamortized issuance costs

( 3,376 ) ( 4,557 )

Long-term debt

$ 120,959 $ 218,443

Amended and Restated Senior Secured Credit Facility

On October 31, 2018, the Company entered into the Amended and Restated Credit Agreement, with certain lenders and Capital One, National Association, as a lender and as agent for all lenders, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of September 12, 2019, as further amended by the Second Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2021, as further amended by the Third Amendment to Amended and Restated Credit Agreement, dated as of April 26, 2023 (as described below, the “Third Amendment”), and as further amended by the Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 22, 2024 (as described below, the “Fourth Amendment”) (as amended, the “Credit Agreement”, as used throughout this Annual Report on Form 10-K, “credit facility” shall mean the credit facility evidenced by the Credit Agreement).

On October 31, 2018, the Company entered into the Amended and Restated Credit Agreement, with certain lenders and Capital One, National Association, as a lender and as agent for all lenders, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of September 12, 2019, as further amended by the Second Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2021, as further amended by the Third Amendment to Amended and Restated Credit Agreement, dated as of April 26, 2023, and as further amended by the Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 22, 2024 ( as described below, the “Fourth Amendment”) (as amended, the “Credit Agreement”, as used throughout this Annual Report on Form 10 -K, “credit facility” shall mean the credit facility evidenced by the Credit Agreement).

The credit facility consists of a $ 650.0 million revolving credit facility and a $ 150.0 million incremental loan facility, which incremental loan facility may be for term loans or an increase to the revolving loan commitments.

The maturity of this credit facility is July 30, 2028.

On April 26, 2023, the Company entered into the Third Amendment to replace LIBOR with the Secured Overnight Financing Rate (“SOFR”) as the benchmark reference rate for loans under its credit facility.

The Third Amendment did not amend any other terms of the Credit Agreement.

The transition to SOFR did not and is not expected to have a material impact on the Company’s results of operations or liquidity.

On October 22, 2024, the Company entered into the Fourth Amendment to, among other things, (a) increase the Company’s revolving credit facility to an aggregate amount of $ 650.0 million, (b) increase the Company’s incremental loan facility to an aggregate amount of $ 150.0 million, and (c) extend the maturity date of the credit facility from July 30, 2026 to July 30, 2028 .

11 unchanged sentences

As of December 31, 2025 , the Company was in compliance with all financial covenants under the Credit Agreement.

During the twelve months ended December 31, 2024 , the Company (i) drew approximately $ 233.0 million under its credit facility to fund, in part, the Gentiva Acquisition and (ii) repaid $ 136.4 million under the revolving credit facility.

During the twelve months ended December 31, 2025 , the Company (i) drew approximately $ 11.3 million under its credit facility to fund, in part, the Helping Hands Acquisition and (ii) repaid $ 110.0 million under the revolving credit facility.

At December 31, 2025 , the Company had a total of $ 124.3 million of revolving loans, with an interest rate of 5.48 %, outstanding on its credit facility.

After giving effect to the amount drawn on its credit facility, approximately $ 7.9 million of outstanding letters of credit and borrowing limits based on an advance multiple of Adjusted EBITDA (as defined in the Credit Agreement), the Company had $ 650.0 million of capacity and $ 517.7 million available for borrowing under its credit facility.

During the twelve months ended December 31, 2023, the Company drew approximately $ 110.0 million under its credit facility to fund, in part, the Tennessee Quality Care acquisition.

At December 31, 2024 , the Company had a total of $ 223.0 million of revolving loans, with an interest rate of 6.34 %, outstanding on its credit facility.

3 unchanged sentences

(Amounts in Thousands)

$ 10,775 $ 8,998 $ 11,839

2,893 3,533 4,139

14,732 11,258 2,306

3,135 1,966 526

Provision for income taxes

$ 31,535 $ 25,755 $ 18,810

The tax effects of certain temporary differences between the Company’s book and tax bases of assets and liabilities give rise to significant portions of the deferred income tax assets (liabilities) at December 31, 2025 and 2024 .

4 unchanged sentences

Accounts receivable allowances

$ 14,343 $ 20,843

Operating lease liabilities

12,802 14,917

Accrued compensation

5 unchanged sentences

Total long-term deferred tax assets

43,633 51,788

Deferred tax liabilities

Goodwill and intangible assets

( 72,059 ) ( 61,177 )

Operating lease assets, net

( 10,562 ) ( 12,521 )

Property and equipment

( 3,603 ) ( 2,796 )

Insurance premiums

( 1,446 ) ( 1,079 )

( 28 ) ( 35 )

Total long-term deferred tax liabilities

( 87,698 ) ( 77,608 )

Total net deferred tax (liabilities) assets

$ ( 44,065 ) $ ( 25,820 )

Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

4 unchanged sentences

(Amounts in Thousands)

Federal income tax at statutory rate

State and local taxes, net of federal benefit

162(m) disallowance for executive compensation

Nondeductible penalties

federal statutory tax rate

$ 26,763 21.0 % $ 20,864 21.0 % $ 17,079 21.0 %

State and local taxes, net of federal income tax effect*

6,019 4.7 5,469 5.5 4,667 5.7

Work opportunity tax credits, net of federal taxable income add back

( 2,923 ) ( 2.3 ) ( 2,844 ) ( 2.9 ) ( 2,765 ) ( 3.4 )

Other credit programs

( 711 ) ( 0.6 ) ( 474 ) ( 0.4 ) ( 474 ) ( 0.6 )

Nontaxable or nondeductible items

162(m) compensation

4,830 3.8 1,992 2.0 1,409 1.7

Excess tax benefit

Jobs tax credits, net

Nondeductible permanent items

( 2,433 ) ( 1.9 ) ( 408 ) ( 0.4 ) ( 320 ) ( 0.4 )

Stock acquisition cost

Federal/state return to provision

— — 1,081 1.1 4 0.1

Other nondeductible items

181 0.2 130 0.1 176 0.2

Other adjustments

( 191 ) ( 0.2 ) ( 55 ) ( 0.1 ) ( 966 ) ( 1.2 )

Effective income tax rate

$ 31,535 24.7 % $ 25,755 25.9 % $ 18,810 23.1 %

* State taxes in Illinois for 2025, 2024, and 2023 made up the majority (greater than 50 percent) of the tax effect within this category.

Cash income taxes paid for continuing operations, disaggregated by federal and state jurisdictions, are summarized as follows:

For the Years Ended December 31,

(Amounts in Thousands)

Federal income tax paid

$ 8,600 68.1 % $ 18,911 72.0 % $ 9,483 63.3 %

State income tax paid

2,060 16.3 4,391 16.7 3,262 21.8

— — — — 836 5.6

713 5.6 — — — —

1,247 10.0 2,949 11.3 1,404 9.3

Total income tax paid (net of refund)

$ 12,620 100.0 % $ 26,251 100.0 % $ 14,985 100.0 %

The effective income tax rate was 24.7 %, 25.9 % and 23.1 % for the years ended December 31, 2025, 2024 and 2023 , respectively.

The difference between our federal statutory and effective income tax rates was principally due to the inclusion of state taxes, non-deductible compensation, and non-deductible permanent items, partially offset by the use of federal employment tax credits.

The difference between our federal statutory and effective income tax rates was principally due to the inclusion of state taxes, non-deductible compensation, partially offset by the use of federal employment tax credits and an excess tax benefit.

The Company is subject to taxation in the jurisdictions in which it operates.

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A summary of stock option activity for the year ended December 31, 2025 follows:

Exercise Price

Options (Amounts in Thousands)

Weighted Average Exercise Price

Weighted Average Remaining Contractual Terms (Years)

Outstanding, beginning of period

406 $ 43.51 3.2

( 110 ) 22.52

Forfeited/Cancelled

Outstanding, end of period

296 $ 51.31 2.9

Exercisable, end of period

The weighted-average estimated fair value of employee stock options granted was calculated using the Black-Scholes Option Pricing Model in 2022 .

The Company did no t grant any stock options in 2024 and 2023.

The related assumptions follow:

Weighted average fair value

Risk-free discount rate

286 $ 50.08 2.8

Expected life

Dividend yield

Stock option compensation expense tot aled $ 0.5 million, $ 0.9 million and $ 1.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company did not grant any stock options during 2025, 2024, or 2023.

Stock option compensation expense totaled $ 0.4 million, $ 0.5 million and $ 0.9 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

As of December 31, 2025 , there was $ 0.1 million of total unrecognized compensation cost that is expected to be recognized over a weighted average period of 0.2 years.

The intrinsic value of exercisable and outstanding stock options was $ 16.4 million and $ 16.6 million, respectively, as of December 31, 2025 .

As of December 31, 2024 , there were 381,000 and 25,000 shares of stock options vested and unvested, respectively.

As of December 31, 2025 , there were 286,195 and 9,500 shares of stoc k options vested and unvested, respectively.

The intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 10.3 million, $ 3.0 million and $ 0.8 million, respectively.

1 unchanged sentence

A summary of unvested restricted stock awards activity and weighted average grant date fair value for the year ended December 31, 2025 follows:

Restricted Stock Awards (Amounts in Thousands) Weighted Average Grant Date Fair Value

Unvested restricted stock awards, beginning of period

( 123 ) 90.47

Unvested restricted stock awards, end of period

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Restricted stock award compensation expense totaled $ 16.0 million, $ 10.7 million and $ 9.4 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

As of December 31, 2024 , there was $ 13.0 million of total unrecognized compensation cost that is expected to be recognized over a weighted average period of 1.6 years.

As of December 31, 2025 , there w as $ 24.0 million of total unrecognized compensation cost that is expected to be recognized over a weighted average period of 1.7 years.

Employee Benefit Plans

3 unchanged sentences

Revenue Code.

The Company provided contributions totalin g $ 0.8 million, $ 0.6 million and $ 0.4 m illion for the years ended December 31, 2024, 2023 and 2022 , respectively.

The Company provided contributions totaling $ 0.7 million, $ 0.8 million and $ 0.6 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

Commitments and Contingencies

24 unchanged sentences

Net service revenues

$ 1,089,215 $ 262,542 $ 70,773 $ 1,422,530

Direct service personnel

783,101 109,389 39,708 932,198

General and administrative salaries, wages and benefits

74,161 45,998 13,480 133,639

Other segment items (1)

24,752 39,741 5,134 69,627

Segment operating income

207,201 67,414 12,451 287,066

Segment reconciliation:

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Net service revenues

$ 856,581 $ 228,191 $ 69,827 $ 1,154,599

Direct service personnel

613,160 97,128 42,631 752,919

General and administrative salaries, wages and benefits

48,485 41,370 14,349 104,204

Other segment items (1)

20,719 37,762 4,913 63,394

Segment operating income

174,217 51,931 7,934 234,082

Segment reconciliation:

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Net service revenues

$ 794,718 $ 207,155 $ 56,778 $ 1,058,651

Direct service personnel

571,445 87,851 34,244 693,540

General and administrative salaries, wages and benefits

47,302 38,843 11,501 97,646

Other segment items (1)

18,442 35,608 4,021 58,071

Segment operating income

157,529 44,853 7,012 209,394

Segment reconciliation:

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Other segment items include other costs for direct service personnel, office expense, licenses & taxes, communication, medical director fees, travel and bad debt expense.

Significant Payor s

Significant Payors

For 2025 , 2024 and 2023 , the Company’s revenue by payor type was as follows:

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For the Years Ended December 31,

(in Thousands)

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

State, local and other governmental programs

$ 553,475 50.8 % $ 456,885 53.3 % $ 400,753 50.4 %

Managed care organizations

501,528 46.0 376,604 44.0 367,557 46.2

27,871 2.6 15,589 1.8 16,268 2.0

Commercial insurance

5,609 0.5 5,593 0.7 6,321 0.8

732 0.1 1,910 0.2 3,819 0.6

Total personal care segment net service revenues

$ 1,089,215 100.0 % $ 856,581 100.0 % $ 794,718 100.0 %

For the Years Ended December 31,

(in Thousands)

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

$ 244,344 93.1 % $ 208,099 91.2 % $ 186,317 89.9 %

Commercial insurance

8,558 3.3 11,744 5.2 12,385 6.0

Managed care organizations

8,155 3.1 7,603 3.3 7,037 3.4

1,485 0.5 745 0.3 1,416 0.7

Total hospice segment net service revenues

$ 262,542 100.0 % $ 228,191 100.0 % $ 207,155 100.0 %

For the Years Ended December 31,

(in Thousands)

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

$ 47,701 67.4 % $ 48,562 69.5 % $ 41,078 72.3 %

Managed care organizations

17,010 24.0 17,603 25.2 12,613 22.2

State, local and other governmental programs (excluding Medicare)

4,001 5.7 639 1.0 440 0.8

2,061 2.9 3,023 4.3 2,647 4.7

Total home health segment net service revenues

The Company has derived a significant amount of its revenue from its operations in Illinois, New Mexico and New York.

The percentages of segment revenue for each of these significant states for 2024, 2023 and 2022 were as follows:

$ 70,773 100.0 % $ 69,827 100.0 % $ 56,778 100.0 %

The Company derives a significant amount of its revenue from its operations in Illinois, New Mexico, Ohio, Tennessee and Texas.

The percentages of segment revenue for each of these significant states and New York for 2025 , 2024 and 2023 were as follows:

Personal Care

For the Years Ended December 31,

(in Thousands)

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

$ 458,828 42.1 % $ 441,012 51.5 % $ 411,081 51.7 %

216,712 19.9 17,936 2.0 — —

118,588 10.9 115,381 13.5 115,986 14.6

— — 71,763 8.4 92,469 11.6

All other states

295,087 27.1 210,489 24.6 175,182 22.1

Total personal care segment net service revenues

(1) The selection process for the New York Consumer Directed Personal Assistance Program (“CDPAP”) fiscal intermediaries has changed significantly in recent years and the program continues to be an area of focus for New York governmental authorities.

As a result of the changes and uncertainty in the state, the Company determined that its New York personal care operations no longer fit its growth strategy and is divesting these operations.

$ 1,089,215 100.0 % $ 856,581 100.0 % $ 794,718 100.0 %

As a result of changes and uncertainty in New York regarding the CDPAP, the Company determined that its New York personal care operations no longer fit its growth strategy and divested these operations.

See Note 5 to the Notes to Consolidated Financial Statements, Divestiture , for additional details regarding our divestiture.

With the Jacksonville Acquisition, the Great Lakes Acquisition, the Helping Hands Acquisition and the Gold Horses Acquisition in 2025, the Company expanded its personal care services to consumers in the state of Florida, Michigan, Pennsylvania and Texas.

With the acquisition of Upstate and the Gentiva Acquisition in 2024, the Company expanded its personal care services to consumers in the state of Arizona, Arkansas, California, Missouri, North Carolina, South Carolina and Texas.

For the Years Ended December 31,

(in Thousands)

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

$ 101,833 38.8 % $ 84,811 37.2 % $ 74,871 36.1 %

32,865 12.5 28,532 12.5 30,782 14.9

60,427 23.0 52,560 23.0 47,247 22.8

All other states

67,417 25.7 62,288 27.3 54,255 26.2

Total hospice segment net service revenues

With the acquisition of JourneyCare in 2022, the Company expanded its hospice services to patients in the state of Illinois.

$ 262,542 100.0 % $ 228,191 100.0 % $ 207,155 100.0 %

With the Helping Hands Acquisition in 2025, the Company entered the hospice market in Pennsylvania, and with the acquisition of Tennessee Quality Care in 2023, the Company expanded its hospice services to patients in the state of Tennessee.

For the Years Ended December 31,

(in Thousands)

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

Amount (in Thousands)

% of Segment Net Service Revenues

$ 34,724 49.1 % $ 32,766 46.9 % $ 32,949 58.0 %

28,209 39.9 26,497 38.0 10,978 19.4

7,171 10.1 10,564 15.1 12,851 22.6

All other states

669 0.9 — — — —

Total home health segment net service revenues

With the acquisition of Tennessee Quality Care in 2023, the Company expanded its home health services to patients in the state of Tennessee.

$ 70,773 100.0 % $ 69,827 100.0 % $ 56,778 100.0 %

With the Gentiva Acquisition in 2024 and the acquisition of Tennessee Quality Care in 2023 expanded the Company ’ s home health operations in Tennessee.

A substantial portion of the Company’s revenue and accounts receivable is derived from services performed for state and local governmental agencies.

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The related receivables due from the Illinois Department on Aging represented 25.2 % and 21.7 % of the Company’s net accounts receivable at December 31, 2025 and 2024, respectively.

In 2019, New York initiated a new RFO process to competitively procure CDPAP fiscal intermediaries.

The Company was not selected in the initial RFO process.

We submitted a formal protest in response to the selection process, which was filed and accepted in March 2021.

The New York fiscal year 2023 state budget, passed in April 2022, amended the Fiscal Intermediary RFO process to authorize all fiscal intermediaries that submitted an RFO application and served at least 200 clients in New York City or 50 clients in other counties between January 1, 2020 and March 31, 2020 to contract with the New York State Department of Health and continue to operate in all counties contained in their application, if the fiscal intermediary submitted an attestation and supporting information to the New York State Department of Health no later than November 29, 2022.

The Company submitted an attestation on November 22, 2022, which allowed the Company to continue its CDPAP fiscal intermediary operations.

However, the Company decided at that time to suspend materially all of its new fee-for-service patient admissions in the CDPAP through County Social Service Departments.

On June 6, 2023, the New York State Department of Health notified the Company that it had received a contract award, under which the Company provided services during 2023 and 2024.

The CDPAP continues to be targeted for changes by New York governmental authorities, however.

For example, the governor’s most recent update on the state budget contained proposals that could adversely affect the Company’s ability to participate in the CDPAP.

See Note 5 to the Notes to Consolidated Financial Statements, Divestiture, for additional details regarding our divestiture of our operations in New York, including CDPAP operations.

ARPA Spending Plans

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Funds may be subject to recoupment if not expended or if they are expended on non-approved uses.

The Company received state funding provided by the ARPA in an aggregate amount o f $ 15.7 million a nd $ 3.7 million for the years ended December 31, 2024 and 2023, respectively.

The Company u tilized $ 10.2 million and $ 10.5 million of these funds during the years ended December 31, 2024 and 2023, respectively, pri marily for caregivers and adding support to recruiting and retention efforts.

The Company received state funding provided by the ARPA in an aggregate amount of $ 7.2 million and $ 15.7 million December 31, 2025 and 2024 , respectively.

The Company utilized $ 6.8 million and $ 10.2 million of these funds during the years ended December 31, 2025 and 2024 , respectively, primarily for caregivers and adding support to recruiting and retention efforts.

The deferred portion of ARPA funding was $ 11.7 million and $ 11.2 million as of December 31, 2025 and 2024 , respectively, which is included within Government stimulus advances on the Company’s Consolidated Balance Sheets.

Related Party Transactions

In December 2024, the Company completed the Gentiva Acquisition, which included an agreement with Gentiva’s software provider, HHAeXchange.

Darin Gordon, a member of the Company’s board of directors, serves on the board of directors of HHAeXchange.

For the year ended December 31, 2025, the Company paid $ 2.0 million to HHAeXchange for related services provided in the ordinary course of business.

In addition, the Company received services from MetaSource.

Mark First, a member of the Company’s board of directors, serves on the board of directors of MetaSource.

For the year ended December 31, 2025, the Company paid $ 0.4 million to MetaSource for related services provided in the ordinary course of business.

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-K

Item 9A. Controls and Procedures