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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-22 · 28 added, 54 removed, 143 unchanged (36% of the section changed)

40 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

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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/governance-resources.

Our Code of Business Conduct 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.

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Exhibit Number Description

2.1+ Agreement and Plan of Merger, dated as of March 14, 2019, by and among BioScrip, Inc., Beta Sub, Inc., Beta Sub, LLC, HC Group Holdings I, LLC, HC Group Holdings II, Inc.

and HC Group Holdings III, Inc.

(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.

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

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).

4.1 Registration Rights Agreement, dated as of March 9, 2015, by and among BioScrip, Inc, Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., and Blackwell Partners, LLC, Series A (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 10, 2015).

4.2 Amendment No.

1 to the Registration Rights Agreement dated June 10, 2016, by and among BioScrip, Inc., Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P.

and Blackwell Partners, LLC Series A (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 13, 2016).

4.3 Amendment No.

2 to the Registration Rights Agreement dated June 14, 2016, by and among BioScrip, Inc.

and Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P.

and Blackwell Partners, LLC Series A (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 14, 2016).

3.3 Certificate of Amendment of the Certificate of Incorporation, filed January 30, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 3, 2020).

3.4 Fifth Amended and Restated By-Laws of Option Care Health, Inc., effective as of September 5, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2024).

4.1 Common Stock Warrant Agreement, dated July 28, 2015, by and between BioScrip, Inc.

and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 28, 2015).

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

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.

1 to Registration Rights Agreement by and between BioScrip, Inc.

and the stockholders of BioScrip, Inc.

signatory thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 15, 2019).

4.2 Description of Option Care Health Inc.’s registered securities (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed on March 11, 2021).

4.8 Form of Subscription Rights Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A filed on May 29, 2015, SEC File Number 000-28740).

4.9 Registration Rights Agreement, dated March 1, 2017, by and among BioScrip, Inc and the investors named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 2, 2017, SEC File Number 001-11993).

4.3 Amended and Restated Warrant Agreement, dated as of March 14, 2019, by and among BioScrip, Inc.

and the Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 15, 2019).

4.11 Registration Rights Agreement, dated as of August 6, 2019, by and among BioScrip, Inc.

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 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).

10.1† Option Care Health, Inc.

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.

(f/k/a BioScrip, Inc.), each Guarantor party hereto, each lender party hereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 6, 2020).

10.4 Second Amendment to ABL Credit Agreement, dated as of January 21, 2021, by and among Option Care Health, Inc., the guarantors party thereto, Bank of America, N.A.

and the financial institutions party thereto (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on January 22, 2021).

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

10.2† Option Care Health, Inc.

2018 Equity Incentive Plan updated as of May 19, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q/A filed on August 3, 2021).

10.6 Indenture, dated as of October 27, 2021, by and between Option Care Health, Inc., each of the Guarantors (as defined therein) listed on the signature pages thereto and Ankura Trust Company, LLC as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on October 29, 2021).

10.7 Form of 4.375% Senior Notes due 2029 (included in Exhibit 10.14 and incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on October 29, 2021).

10.8 Second Amendment and Amendment and Restatement Agreement to First Lien Credit Agreement, dated as of October 27, 2021 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 29, 2021).

10.9 Third Amendment to ABL Credit Agreement, dated as of October 27, 2021 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on October 29, 2021).

10.10 Fourth Amendment to ABL Credit Agreement, dated as of January 13, 2023, among Option Care Health, Inc.

(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.

Amended and Restated 2018 Equity Incentive Plan updated as of May 15, 2024 (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed on April 3, 2024).

10.3 Indenture, dated as of October 27, 2021, by and between Option Care Health, Inc., each of the Guarantors (as defined therein) listed on the signature pages thereto and Ankura Trust Company, LLC as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 29, 2021).

10.4 Form of 4.375% Senior Notes due 2029 (included in Exhibit 10.6 and incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 29, 2021).

10.5 Second Amendment and Amendment and Restatement Agreement to First Lien Credit Agreement, dated as of October 27, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 29, 2021).

10.6 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).

10.7 Third Amendment to Amended and Restated First Lien Credit Agreement, dated as of May 8, 2024, among Option Care Health, Inc.

(f/k/a BioScrip, Inc.), a Delaware corporation, each other Loan Party (as defined in therein) party thereto, each Existing Term Lender (as defined therein) party thereto, the Replacement Lender (as defined therein), the 2024 Incremental Term Lender (as defined therein) and Bank of America, N.A.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 10, 2024).

10.8† 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).

10.9† 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).

10.10 Form of Letter Agreement with John C.

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

Rademacher and Michael Shapiro Terminating Severance Provisions of Employment Agreements (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed on February 22, 2024).

10.11† Form of Option Care Health, Inc.

Non-Qualified Stock Option Certificate (Executive) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 23, 2024).

10.12† Form of Option Care Health, Inc.

Restricted Stock Unit Certificate (Executive) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 23, 2024).

10.13† Form of Option Care Health, Inc.

Performance Stock Unit Certificate (Executive) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 23, 2024).

10.14† Form of Option Care Health, Inc.

Restricted Stock Unit Certificate (Directors) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 23, 2024).

19 Insider Trading Policy (filed herewith).

21.1 List of subsidiaries of Option Care Health, Inc.

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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.

97 Required Executive Compensation Recovery Policy, dated as of September 7, 2023 (incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K filed on February 22, 2024).

101 The following financial information from the Company’s Form 10-K for the fiscal year ended December 31, 2024, formatted in XBRL (Extensible Business Reporting Language):

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Chief Financial Officer and Executive Vice President

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

(Principal Financial Officer) February 26, 2025

/ s/ Nicole Maggio

Nicole Maggio

Senior Vice President, Corporate Controller

(Principal Accounting Officer) February 26, 2025

Jansen Kraemer, Jr.

1 unchanged sentence

Non-Executive Chairman of the Board February 26, 2025

Director February 22, 2024

/s/ Elizabeth Q.

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Director February 26, 2025

/s/ Natasha Deckmann

8 unchanged sentences

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