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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 35 added, 23 removed, 162 unchanged (26% of the section changed)

19 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2023 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

18 unchanged sentences

Other Information

The Company previously announced the adoption of the Option Care Health, Inc.

Executive Severance Plan (the “Severance Plan”), which provides severance benefits to certain key management personnel of the Company, including the Company’s Chief Executive Officer and Chief Financial Officer.

As a result of their participation in the Severance Plan, our Chief Executive Officer and Chief Financial Officer entered into letter agreements on February 21, 2024 with the Company agreeing that they would no longer be eligible for the severance benefits in their employment agreements.

Adoption, Modification and Termination of Rule 10b5-1 Plans and Certain Other Trading Arrangements

No director or officer of the Company has adopted , modified or terminated a Rule 10b5-1 plan or non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions.

Our Code of Ethics is posted on our website located at https://investors.optioncarehealth.com/corporate-governance/highlights.

We intend to disclose future amendments to certain provisions of the Code of Ethics, and waivers of the Code of Ethics granted to executive officers and directors, on our website.

Our Code of Ethics is posted on our website located at https://investors.optioncarehealth.com/corporate-governance/governance-resources.

We intend to disclose future amendments to certain provisions of the Code of Business Conduct, and waivers of the Code of Business Conduct granted to executive officers and directors, on our website.

The other information required by this item is incorporated by reference from the information contained in our definitive proxy statement to be filed with the SEC no later than 120 days after December 31, 2023 in connection with our 2024 Annual Meeting of Stockholders.

12 unchanged sentences

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

8 unchanged sentences

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 15, 2019).

2.2 Agreement and Plan of Merger, dated May 3, 2023, by and among Option Care Health, Unitah Merger Sub, Inc., and Amedisys, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed on May 3, 2023).

2.3 Mutual Termination Agreement, dated as of June 26, 2023, by and among Option Care Health, Inc., Uintah Merger Sub, Inc., and Amedisys, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 26, 2023).

3.1 Third Amended and Restated Certificate of Incorporation of BioScrip, Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on August 7, 2019).

3.3 Third Amended and Restated Bylaws of Option Care Health, Inc.

(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on September 30, 2022).

3.3 Fourth Amended and Restated By-Laws of Option Care Health, Inc., effective as of December 6, 2023 (incorporated by reference to Exhibit 3.

1 to the Company’s Current Report on Form 8-K filed on December 11, 2023).

3.4 Certificate of Amendment of the Certificate of Incorporation, filed January 30, 2020 (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K filed on March 11, 2021).

10 unchanged sentences

4.5 Registration Rights Agreement, dated June 29, 2017, by and among BioScrip, Inc .

and the parties signatory thereto ( i ncorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 29, 2017).

and the parties signatory thereto (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 29, 2017).

4.6 Amendment No.

9 unchanged sentences

and HC Group Holdings I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 7, 2019).

10.1 Director Nomination Agreement, dated as of August 6, 2019, by and among the BioScrip, Inc.

and HC Group Holdings I, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 7, 2019).

10.1 ABL Credit Agreement, dated as of August 6, 2019, among HC Group Holdings II, LLC, as the Initial Borrower, BioScrip, Inc., as the Parent Borrower, and Bank of America N.A., as the Administrative Agent, Issuing Bank and Swing Line Lender, the other lenders party thereto from time to time and Bank of America, N.A.

and ACF Finco I LP as Joint Lead Arrangers and Joint Lead Bookrunners (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 7, 2019).

10.3† John Rademacher Amended and Restated Employment Agreement entered into on February 23, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 7, 2019).

10.4† Michael Shapiro Employment Agreement entered into on October 13, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 7, 2019).

10.2† Option Care Health, Inc.

Executive Severance Plan, effective as of May 11, 2020 (filed herewith).

Executive Severance Plan, effective as of May 11, 2020 (incorporated by reference to Exhibit 10.5 of the Company's Annual Report on Form 10-K filed on February 23, 2023).

10.3 First Amendment to ABL Credit Agreement, dated as of October 5, 2020, among Option Care Health, Inc.

10 unchanged sentences

(f/k/a BioScrip, Inc.), a Delaware corporation, each guarantor party thereto, each lender party thereto and Bank of America, N.A., as administrative agent.

10.11 Second Amendment to Amended and Restated First Lien Credit Agreement, dated as of December 7, 2023, among Option Care Health, Inc.

(f/k/a BioScrip, Inc.), a Delaware corporation, each other Loan Party (as defined therein) party thereto, each Incremental Revolving Lender ( incorporated by reference to Exhibit 10 .1 to the Company’s Current Report on Form 8-K filed on December 11, 2023 )

10.12† Option Care Health, Inc.

Amended and Restated Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 11, 2023)

10.13 Share Repurchase Agreement, dated as of February 28, 2023, by and between Option Care Health, Inc.

and HC Group Holdings I, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 3, 2023).

10.14† Option Care Health, Inc.

Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 11, 2023)

10.15† Transition and Separation Agreement and Release, dated December 29, 2023, between Richard Denness and Option Care Enterprises, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 29, 2023).

10.16† Form of Letter Agreement with John C.

Rademacher and Michael Shapiro Terminating Severance Provisions of Employment Agreements (filed herewith).

21.1 List of subsidiaries of Option Care Health, Inc.

9 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

97 Required Executive Compensation Recovery Policy, dated as of September 7, 2023, filed herewithin.

101 The following financial information from the Company’s Form 10-K for the fiscal year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language):

15 unchanged sentences

Michael Shapiro

Chief Financial Officer and Senior Vice President

Chief Financial Officer and Executive Vice President

(Principal Financial Officer and Duly Authorized Officer)

5 unchanged sentences

Michael Shapiro

Chief Financial Officer and Senior Vice President

Chief Financial Officer and Executive Vice President

(Principal Financial Officer and Principal Accounting Officer) February 22, 2024

2 unchanged sentences

Non-Executive Chairman of the Board February 22, 2024

/s/ Anita Allemand

Anita Allemand

Director February 22, 2024

Director February 23, 2023

/s/ Elizabeth Q.

2 unchanged sentences

Director February 22, 2024

/s/ Barbara W.

Director February 22, 2024

/s/ Natasha Deckmann

1 unchanged sentence

Director February 22, 2024

/s/ Aaron Friedman

Aaron Friedman

Director February 22, 2024

Director February 23, 2023

/s/ Nitin Sahney

Director February 23, 2023

/s/ Timothy P.

Director February 22, 2024

/s/ Mark Vainisi

/s/ Norman L.

Director February 22, 2024

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