Addus HomeCare Corp 10-K/A

adus20251231_10ka.htm Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ( Amendment No. 1 ) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34504 ADDUS HOMECARE CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5340172 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 6303 Cowboys Way, Suite 600 Frisco , TX 75034 (Address of principal executive offices) (Zip Code) 469 - 535-8200 (Registrant ’ s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value ADUS The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the last sale price on The Nasdaq Stock Market LLC on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $ 2,065,724,000 . As of March 11, 2026, there were 18,643,615 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders (which is expected to be filed with the Commission within 120 days after the end of the registrant’s 2025 fiscal year) are incorporated by reference into Part III of this Annual Report on Form 10-K. Auditor Firm PCAOB Id: 238 Auditor Name: PricewaterhouseCoopers LLP Auditor Location: Dallas, Texas Table of Contents TABLE OF CONTENTS PART IV 1 Item 15. Exhibits and Financial Statement Schedules 1 Table of Contents EXPLANATORY NOTE This Amendment No. 1 (“Amendment”) on Form 10-K/A amends the Annual Report on Form 10-K of Addus HomeCare Corporation (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2026 (the “Original Filing”). We are filing this Amendment to the Original Filing solely for the purpose of updating the cover page of the Original Filing and incorporating by reference Exhibit 19.1, the Company’s Insider Trading Policy, and Exhibit 97.1, the Company’s Compensation Recoupment Policy, that were inadvertently omitted from the Original Filing. This Amendment hereby amends and restates the cover page to the Original Filing. Additionally, this Amendment hereby amends and restates Item 15 of Part IV of the Original Filing to incorporate by reference Exhibit 19.1 and Exhibit 97.1 and to reference the consolidated financial statements previously filed with the Original Filing. Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. Because no consolidated financial statements have been included in this Amended Filing and this Amended Filing does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S‑K, paragraphs 3, 4 and 5 of the certifications have been omitted. Except for the foregoing amended information or where otherwise noted, this Amendment does not reflect events that occurred after the filing of the Original Filing, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Original Filing. Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1), (2) The Financial Statements filed as part of this report are indexed on page F-1 of the Original Filing and incorporated by reference to the Original Filing and are not included as part of this Amendment. 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. (b) Exhibits EXHIBIT INDEX Incorporated by Reference Exhibit Number Description of Document Form File No. Date Filing Exhibit Number 3.1 Amended and Restated Certificate of Incorporation of Addus HomeCare Corporation dated as of October 27, 2009. 10-Q 001-34504 11/20/2009 3.1 3.2 Amended and Restated Bylaws of Addus HomeCare Corporation, as amended by the First Amendment to Amended and Restated Bylaws. 10-Q 001-34504 05/9/2013 3.2 4.1 Form of Common Stock Certificate. S-1 333-160634 10/2/2009 4.1 4.2 Description of Securities of Addus HomeCare Corporation Registered under Section 12 of the Exchange Act. 10-K 001-34504 8/10/2020 4.2 10.1* Addus Holding Corporation 2006 Stock Incentive Plan. S-1 333-160634 7/17/2009 10.12 10.2* Director Form of Non-Qualified Stock Option Certificate under the 2006 Stock Incentive Plan. S-1 333-160634 7/17/2009 10.13 10.3* Executive Form of Non-Qualified Stock Option Certificate under the 2006 Stock Incentive Plan. S-1 333-160634 7/17/2009 10.14 10.4 2009 Form of Indemnification Agreement. S-1 333-160634 7/17/2009 10.16 10.5* Form of Addus HomeCare Corporation 2009 Stock Incentive Plan. S-1 333-160634 9/21/2009 10.20 10.6* Form of Nonqualified Stock Option Award Agreement pursuant to the 2009 Stock Incentive Plan. S-1 333-160634 9/21/2009 10.20(a) 10.7* Form of Restricted Stock Award Agreement pursuant to the 2009 Stock Incentive Plan. S-1 333-160634 9/21/2009 10.20(b) 10.8 Securities Purchase Agreement, dated as of April 24, 2015, by and among Addus HealthCare, Inc., Margaret Coffey, Carol Kolar, South Shore Home Health Service, Inc. and Acaring Home Care, LLC. 10-Q 001-34504 5/8/2015 10.1 1 Table of Contents 10.9 Credit Agreement, dated as of May 8, 2017, by and among Addus Healthcare, Inc., as the Borrower, the other parties from time to time a party thereto, and Capital One, National Association, as a Lender and Swing Lender and as Agent for all Lenders, Suntrust Bank, as Documentation Agent, Bank of the West, Compass Bank, Fifth Third Bank and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, the other financial institutions party thereto, as Lenders, Capital One, National Association, Bank of the West, Compass Bank, Fifth Third Bank and JPMorgan Chase Bank, N.A. and Suntrust Robinson Humphrey as Joint Lead Arrangers and Capital One, National Association, as Sole Bookrunner. 10-Q 001-34504 5/9/2017 10.3 10.10* Addus HomeCare Corporation’ s 2017 Omnibus Incentive Plan, effective as of April 27, 2017. 8-K 001-34504 6/16/2017 10.1 10.11* Form of Nonqualified Stock Option Award Agreement pursuant to the 2017 Omnibus Incentive Plan. 10-K 001-34504 3/14/2018 10.28 10.12* Form of Restricted Stock Award Agreement pursuant to the 2017 Omnibus Incentive Plan. 10-K 001-34504 3/14/2018 10.29 10.13 Stock Purchase Agreement, dated February 27, 2018, by and among Addus Healthcare, Inc., Michael J. Merrell and Mary E. Merrell, individually, Michael J. Merrell and Mary E. Merrell, as Trustees of the Merrell Revocable Trust UTA dated June 3, 2012, and Michael J. Merrell and Mary E. Merrell, as Trustees of the Ambercare Corporation Employee Stock Ownership Plan Trust. 8-K 001-34504 3/5/2018 10.1 10.14 Amended and Restated Credit Agreement by and among Addus HealthCare, Inc., as borrower, the Company, the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto, and Capital One, National Association, as administrative agent. 10-Q 001-34504 8/11/2018 10.2 10.15* Second Amended and Restated Employment and Non-Competition Agreement, dated November 5, 2018, by and between Addus HealthCare, Inc. and R. Dirk Allison. 10-Q 001-34504 8/11/2018 10.3 10.16* Second Amended and Restated Employment and Non-Competition Agreement, dated November 5, 2018, by and between Addus HealthCare, Inc. and Brian Poff. 10-Q 001-34504 8/11/2018 10.4 10.17* Second Amended and Restated Employment and Non-Competition Agreement, dated November 5, 2018, by and between Addus HealthCare, Inc. and Darby Anderson. 10-Q 001-34504 8/11/2018 10.6 10.18* Second Amended and Restated Employment and Non-Competition Agreement, dated November 5, 2018, by and between Addus HealthCare, Inc. and W. Bradley Bickham. 10-Q 001-34504 8/11/2018 10.7 10.19 Amended and Restated Credit Agreement, dated as of October 31, 2018, by and among Addus HealthCare, Inc., as borrower, the Company, the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto, and Capital One, National Association, as administrative agent. 10-Q 001-34504 11/8/2018 10.2 10.20* Employment and Non-Competition Agreement, effective April 29, 2019, by and between Addus HealthCare, Inc. and Sean Gaffney. 8-K 001-34504 4/8/2019 99.2 2 Table of Contents 10.21* Employment and Non-Competition Agreement, effective November 7, 2019, by and between Addus HealthCare, Inc. and David Tucker. 10-K 001-34504 8/10/2020 10.40 10.22* Employment and Non-Competition Agreement, effective November 7, 2019, by and between Addus HealthCare, Inc. and Mike Wattenbarger. 10-K 001-34504 8/10/2020 10.41 10.23 Equity Purchase Agreement, dated August 25, 2019, by and among Addus Healthcare, Inc., Hospice Partners of America, LLC, New Capital Partners II – HS, Inc., Senior Care Services, LLC, Eastside Partners II, L.P., and New Capital Partners II, LLC. S-3ASR 333-233600 9/3/2019 2.1 10.24 First Amendment to Amended and Restated Credit Agreement, dated as of September 12, 2019, by and among Addus HealthCare, Inc., as the Borrower, Addus HomeCare Corporation, other Credit Parties party thereto, Capital One, National Association, as administrative agent and as a Lender, and the other Lenders party thereto. 10-Q 001-34504 9/13/2019 10.1 10.25 Unit Purchase Agreement, dated November 10, 2020, by and among Addus Healthcare, Inc., Queen City Hospice, LLC, Miracle City Hospice, LLC, and QCH Holdings LLC. 10-K 001-34504 3/1/2021 10.45 10.26 Amendment to Unit Purchase Agreement, dated December 3, 2020, by and among Addus Healthcare, Inc., Queen City Hospice, LLC, Miracle City Hospice, LLC, and QCH Holdings LLC. 10-K 001-34504 3/1/2021 10.46 10.27* Employment and Non-Competition Agreement, effective June 14, 2021, by and between Addus HealthCare, Inc. and Roberton James Stevenson. 10-Q 001-34504 8/4/2021 10.2 10.28** Second Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2021, 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. 8-K 001-34504 8/4/2021 10.1 10.29* 2022 Form of Indemnification Agreement. 10-K 001-34504 2/25/2022 10.50 10.30* Amended and Restated Employment and Non-Competition Agreement, effective March 1, 2022, by and between Addus HealthCare, Inc. and Monica Raines. 10-Q 001-34504 5/23/2022 10.1 10.31* Employment and Non-Competition Agreement, effective April 20, 2022, by and between Addus HealthCare, Inc. and Cliff Blessing. 10-Q 001-34504 8/2/2022 10.1 10.32 Third Amendment to Amended and Restated Credit Agreement, dated as of April 26, 2023, 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. 10-Q 001-34504 5/2/2023 10.1 10.33* Addus HomeCare Corporation Amended and Restated 2017 Omnibus Incentive Plan. 10-Q 001-34504 8/1/2023 10.1 3 Table of Contents 10.34** Membership Interests Purchase Agreement, dated June 28, 2023, by and among Addus HealthCare, Inc., HHH Newco Holdings, LLC, American Health Companies, LLC, American Home Care, LLC, Homecare, LLC, Tennessee Valley Home Care, LLC, and Tri-County Home Health and Hospice, LLC. 10-Q 001-34504 8/1/2023 10.1 10.35 Stock and Asset Purchase Agreement, dated June 8, 2024, by and between Addus HealthCare, Inc. and Curo Health Services, LLC. 8-K/A 001-34504 6/26/2024 10.1 10.36** 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. 8-K 001-34504 10/22/2024 10.1 10.37* Retention and Transition Agreement, dated March 10, 2025, by and between Addus Healthcare, Inc. and Heather Dixon. 8-K 001-34504 3/11/2025 10.1 10.38* Third Amended and Restated Employment and Non-Competition Agreement, dated March 10, 2025, by and between Addus Healthcare, Inc. and Heather Dixon. 8-K 001-34504 3/11/2025 10.2 10.39* Employment and Non-Competition Agreement, dated August 4, 2025, by and between Addus Healthcare, Inc. and Heather Dixon. 8-K 001-34504 8/7/2025 10.1 10.40* Amended and Restated Retention and Transition Agreement, dated August 4, 2025, by and between Addus Healthcare, Inc. and W. Bradley Bickham. 8-K 001-34504 8/7/2025 10.2 19.1 Addus Homecare Corporation Insider Trading Policy . 10-K 001-34504 2/25/2025 19.1 21.1 Subsidiaries of Addus HomeCare Corporation. 10-K 001-34504 2/24/2026 21.1 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 10-K 001-34504 2/24/2026 23.1 31.1 Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 10-K 001-34504 2/24/2026 31.1 31.2 Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 10-K 001-34504 2/24/2026 31.2 31.3 Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. 31.4 Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. 97.1 Addus Homecare Corporation Compensation Recoupment Policy . 10-K 001-34504 2/27/2024 97.1 4 Table of Contents 101.INS 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). 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. 101.LAB Inline XBRL Taxonomy Label Linkbase Document. 101.PRE Inline XBRL Presentation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). * Management compensatory plan or arrangement ** Schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. 5 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Addus HomeCare Corporation By: /s/ R. DIRK ALLISON R. Dirk Allison, Chief Executive Officer and Chairman of the Board Date: March 12, 2026 6