Option Care Health, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Option Care Health, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Option Care Health, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sufficiency of audit evidence over the evaluation of transaction price adjustments As discussed in Notes 2 and 4 to the consolidated financial statements, net revenue is reported at the net realizable value amount that reflects the consideration the Company expects to receive in exchange for providing goods and services. Revenues are from commercial payers, government payers, and patients for infusion therapy and other ancillary health care services. The Company estimates the transaction price adjustments based on the verification of the patient’s insurance coverage, historical price concessions, and historical payments. We identified the sufficiency of audit evidence over the evaluation of transaction price adjustments as a critical audit matter. Complex auditor judgment was required to evaluate the sufficiency of audit evidence obtained due to the large volume of data and information technology (IT) applications utilized in the transaction price adjustment process to capture and aggregate the data. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s transaction price adjustment process, including general IT controls and IT application controls. We involved IT professionals with specialized skills and knowledge who assisted in the identification and testing of certain IT systems used by the Company for processing and recording of transaction price adjustments. We tested the relevance and reliability of the underlying data that served as the basis for the transaction price adjustments by agreeing a selection of certain data elements to underlying support. We assessed the sufficiency of audit evidence obtained related to transaction price adjustments by evaluating the cumulative results of the audit procedures. /s/ KPMG LLP We have served as the Company’s auditor since 2015. Chicago, Illinois February 24, 2026 40 Table of Contents OPTION CARE HEALTH, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS) December 31, 2025 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 232,624 $ 412,565 Accounts receivable, net 473,566 409,733 Inventories 471,149 388,131 Prepaid expenses and other current assets 87,629 112,198 Total current assets 1,264,968 1,322,627 NONCURRENT ASSETS: Property and equipment, net 139,236 127,367 Operating lease right-of-use asset 91,250 86,528 Intangible assets, net 21,897 16,993 Referral sources, net 287,281 284,017 Goodwill 1,606,743 1,540,246 Other noncurrent assets 44,394 43,965 Total noncurrent assets 2,190,801 2,099,116 TOTAL ASSETS $ 3,455,769 $ 3,421,743 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 639,829 $ 610,779 Accrued compensation and employee benefits 70,414 63,028 Accrued expenses and other current liabilities 88,329 77,783 Current portion of operating lease liability 23,996 22,044 Current portion of long-term debt 6,780 6,512 Total current liabilities 829,348 780,146 NONCURRENT LIABILITIES: Long-term debt, net of discount, deferred financing costs and current portion 1,154,052 1,104,641 Operating lease liability, net of current portion 88,519 84,776 Deferred income taxes 56,019 47,576 Other noncurrent liabilities 1,438 366 Total noncurrent liabilities 1,300,028 1,237,359 Total liabilities 2,129,376 2,017,505 STOCKHOLDERS’ EQUITY: Preferred stock; $ 0.0001 par value; 12,500,000 shares authorized, no shares outstanding as of December 31, 2025 and 2024 — — Common stock; $ 0.0001 par value: 250,000,000 shares authorized, 184,522,423 shares issued and 156,857,801 shares outstanding as of December 31, 2025; 183,846,725 shares issued and 166,261,112 shares outstanding as of December 31, 2024 18 18 Treasury stock; 27,664,622 and 17,585,613 shares outstanding, at cost, as of December 31, 2025 and 2024, respectively ( 818,201 ) ( 507,598 ) Paid-in capital 1,263,549 1,231,435 Retained earnings 876,921 669,336 Accumulated other comprehensive income (loss) 4,106 11,047 Total stockholders’ equity 1,326,393 1,404,238 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,455,769 $ 3,421,743 The accompanying notes to consolidated financial statements are an integral part of these statements. 41 Table of Contents OPTION CARE HEALTH, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Year Ended December 31, 2025 2024 2023 NET REVENUE $ 5,649,519 $ 4,998,202 $ 4,302,324 COST OF REVENUE 4,561,624 3,985,209 3,321,101 GROSS PROFIT 1,087,895 1,012,993 981,223 OPERATING COSTS AND EXPENSES: Selling, general and administrative expenses 682,451 630,251 607,427 Depreciation and amortization expense 67,538 60,909 59,201 Total operating expenses 749,989 691,160 666,628 OPERATING INCOME 337,906 321,833 314,595 OTHER INCOME (EXPENSE): Interest expense, net ( 54,558 ) ( 49,029 ) ( 51,248 ) Equity in earnings of joint ventures 7,409 5,964 5,530 Other, net ( 7,857 ) 4,831 89,865 Total other (expense) income ( 55,006 ) ( 38,234 ) 44,147 INCOME BEFORE INCOME TAXES 282,900 283,599 358,742 INCOME TAX EXPENSE 75,315 71,776 91,652 NET INCOME $ 207,585 $ 211,823 $ 267,090 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit (expense) of $ 2,272 , $ 1,284 , and $ 2,158 , respectively $ ( 6,941 ) $ ( 3,931 ) $ ( 6,181 ) OTHER COMPREHENSIVE (LOSS) INCOME ( 6,941 ) ( 3,931 ) ( 6,181 ) NET COMPREHENSIVE INCOME $ 200,644 $ 207,892 $ 260,909 EARNINGS PER COMMON SHARE: Earnings per share, basic $ 1.28 $ 1.23 $ 1.49 Earnings per share, diluted $ 1.27 $ 1.23 $ 1.48 Weighted average common shares outstanding, basic 162,099 171,567 178,973 Weighted average common shares outstanding, diluted 163,365 172,845 180,375 The accompanying notes to consolidated financial statements are an integral part of these statements. 42 Table of Contents OPTION CARE HEALTH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 207,585 $ 211,823 $ 267,090 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization expense 70,690 63,498 62,200 Non-cash operating lease costs 25,008 22,581 18,533 Deferred income taxes, net 8,443 12,656 12,766 Loss on extinguishment of debt 4,744 377 — Amortization of deferred financing costs 4,147 4,628 4,446 Equity in earnings of joint ventures ( 7,409 ) ( 5,964 ) ( 5,530 ) Stock-based incentive compensation expense 39,956 36,143 30,479 Distribution from equity method investments 4,000 2,400 4,000 Other adjustments 1,033 ( 4,504 ) ( 1,244 ) Changes in operating assets and liabilities: Accounts receivable, net ( 54,593 ) ( 32,075 ) 224 Inventories ( 81,469 ) ( 114,127 ) ( 51,000 ) Prepaid expenses and other current assets 17,756 ( 15,601 ) ( 6,290 ) Accounts payable 19,523 183,395 47,703 Accrued compensation and employee benefits 6,292 ( 29,480 ) 15,546 Accrued expenses and other current liabilities 9,894 6,133 ( 1,727 ) Operating lease liabilities ( 24,034 ) ( 21,911 ) ( 17,529 ) Other noncurrent assets and liabilities 6,881 3,420 ( 8,372 ) Net cash provided by operating activities 258,447 323,392 371,295 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment ( 41,307 ) ( 35,606 ) ( 41,866 ) Proceeds from sale of assets — — 3,743 Business acquisitions, net of cash acquired ( 117,247 ) — ( 12,494 ) Other investing activities ( 2,529 ) ( 864 ) ( 5,889 ) Net cash used in investing activities ( 161,083 ) ( 36,470 ) ( 56,506 ) CASH FLOWS FROM FINANCING ACTIVITIES: Stock-based compensation tax withholdings ( 10,599 ) ( 12,382 ) ( 3,115 ) Purchase of company stock and related excise taxes ( 309,951 ) ( 252,726 ) ( 250,261 ) Proceeds from issuance of debt 229,472 49,959 — Repayments of debt principal ( 4,951 ) ( 6,384 ) ( 6,000 ) Retirement of debt obligations ( 180,239 ) — — Deferred financing costs ( 3,382 ) ( 77 ) — Other financing activities 2,345 3,404 ( 5,750 ) Net cash used in financing activities ( 277,305 ) ( 218,206 ) ( 265,126 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 179,941 ) 68,716 49,663 Cash and cash equivalents - beginning of period 412,565 343,849 294,186 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 232,624 $ 412,565 $ 343,849 Supplemental disclosure of cash flows information: Cash paid for interest $ 64,658 $ 71,553 $ 69,804 Cash paid for income taxes $ 67,287 $ 64,522 $ 75,241 Cash paid for operating leases $ 30,737 $ 28,505 $ 27,391 The accompanying notes to consolidated financial statements are an integral part of these statements. 43 Table of Contents OPTION CARE HEALTH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (IN THOUSANDS) Preferred Stock Common Stock Treasury Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance - December 31, 2022 $ — $ 18 $ ( 2,403 ) $ 1,176,906 $ 190,423 $ 21,159 $ 1,386,103 Stock-based incentive compensation — — — 30,479 — — 30,479 Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — ( 3,115 ) — — ( 3,115 ) Purchase of company stock, and related tax effects — — ( 252,704 ) — — — ( 252,704 ) Net income — — — — 267,090 — 267,090 Other comprehensive loss — — — — — ( 6,181 ) ( 6,181 ) Balance - December 31, 2023 $ — $ 18 $ ( 255,107 ) $ 1,204,270 $ 457,513 $ 14,978 $ 1,421,672 Stock-based incentive compensation — — — 36,143 — — 36,143 Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — ( 8,978 ) — — ( 8,978 ) Purchase of company stock, and related tax effects — — ( 252,491 ) — — — ( 252,491 ) Net income — — — — 211,823 — 211,823 Other comprehensive loss — — — — — ( 3,931 ) ( 3,931 ) Balance - December 31, 2024 $ — $ 18 $ ( 507,598 ) $ 1,231,435 $ 669,336 $ 11,047 $ 1,404,238 Stock-based incentive compensation — — — 39,956 — — 39,956 Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — ( 7,842 ) — — ( 7,842 ) Purchase of company stock, and related tax effects — — ( 310,603 ) — — — ( 310,603 ) Net income — — — — 207,585 — 207,585 Other comprehensive loss — — — — — ( 6,941 ) ( 6,941 ) Balance - December 31, 2025 $ — $ 18 $ ( 818,201 ) $ 1,263,549 $ 876,921 $ 4,106 $ 1,326,393 The accompanying notes to consolidated financial statements are an integral part of these statements. 44 Table of Contents OPTION CARE HEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS AND PRESENTATION OF FINANCIAL STATEMENTS Corporate Organization and Business — Option Care Health, and its wholly-owned subsidiaries, provide infusion therapy and other ancillary healthcare services through a national network of 87 full service pharmacies, including 73 with ambulatory infusion suites. Additionally, the Company has 109 stand-alone ambulatory infusion sites, including 27 with advanced practitioner capabilities. The Company contracts with managed care organizations, third-party payers, hospitals, physicians, and other referral sources to provide pharmaceuticals and complex compounded solutions to patients for intravenous delivery in the patients’ homes or other nonhospital settings. The Company operates in one segment, infusion services. The Company’s stock is listed on the Nasdaq Global Select Market as of December 31, 2025, under the stock ticker OPCH. Basis of Presentation — The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States. GAAP requires management to make certain estimates and assumptions in determining assets, liabilities, revenue, expenses, and related disclosures. Actual amounts could differ materially from those estimates. Principles of Consolidation — The Company’s consolidated financial statements include the accounts of Option Care Health, Inc. and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation. The Company has investments in companies that are 50 % owned and are accounted for as equity-method investments. The Company’s share of earnings from equity-method investments is included in the line entitled “Equity in earnings of joint ventures” in the consolidated statements of comprehensive income. See “Equity-Method Investments” within Note 2, Summary of Significant Accounting Policies , for further discussion of the Company’s equity-method investments. 45 Table of Contents 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2025 and 2024, cash equivalents consisted of money market funds. Accounts Receivable — The Company’s accounts receivable are reported at the net realizable value amount that reflects the consideration the Company expects to receive in exchange for providing services, which is inclusive of adjustments for price concessions. The majority of accounts receivable are due from private insurance carriers and governmental healthcare programs, such as Medicare and Medicaid. Price concessions may result from patient hardships, patient uncollectible accounts sent to collection agencies, lack of recovery due to not receiving prior authorization, differing interpretations of covered therapies in payer contracts, different pricing methodologies, or various other reasons. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), an allowance for doubtful accounts is established only as a result of an adverse change in the Company’s payers’ ability to pay outstanding billings. In addition, the Company assesses if there have been any changes to historical credit losses to determine if an allowance for credit losses is needed. The Company had an immaterial allowance for doubtful accounts and credit losses as of December 31, 2025 and 2024. Included in accounts receivable are earned but unbilled gross receivables of $ 155.1 million and $ 105.3 million as of December 31, 2025 and 2024, respectively. Delays ranging from one day up to several weeks between the date of service and billing can occur due to standard billing practices and delays in obtaining certain required payer-specific documentation from internal and external sources. See “Revenue Recognition” for a further discussion of the Company’s revenue recognition policy. Inventories — Inventories, which consist primarily of pharmaceuticals, are stated at the lower of first‑in, first‑out cost or net realizable value basis, which the Company believes is reflective of the physical flow of inventories. Prepaid Expenses and Other Current Assets — Included in prepaid expenses and other current assets are volume-based rebates receivable from pharmaceutical and medical supply manufacturers of $ 35.3 million and $ 54.4 million for the years ended December 31, 2025 and 2024, respectively. Leases — The Company has lease agreements for facilities, warehouses, office space and property and equipment. At the inception of a contract, the Company determines if the contract is a lease or contains an embedded lease arrangement. Operating leases are included in the operating lease right-of-use asset (“ROU asset”) and operating lease liabilities in the consolidated financial statements. ROU assets, which represent the Company’s right to use the leased assets, and operating lease liabilities, which represent the present value of unpaid lease payments, are both recognized by the Company at the lease commencement date. The Company utilizes its estimated incremental borrowing rate at the lease commencement date to determine the present value of unpaid lease obligations. The rates are estimated primarily using a methodology dependent on the Company’s financial condition, creditworthiness, and availability of certain observable data. In particular, the Company considers its actual cost of borrowing for collateralized loans and its credit rating, along with the corporate bond yield curve in estimating its incremental borrowing rates. ROU assets are recorded as the amount of operating lease liability, adjusted for prepayments, accrued lease payments, initial direct costs, lease incentives, and impairment of the ROU asset. Tenant improvement allowances used to fund leasehold improvements are recognized when earned and reduce the related ROU asset. Tenant improvement allowances are recognized through the ROU asset as a reduction of expense over the term of the lease. Leases may contain rent escalations; however, the Company recognizes the lease expense on a straight-line basis over the expected lease term. The Company reviews the terms of any lease renewal options to determine if it is reasonably certain that the renewal options will be exercised. The Company has determined that the expected lease term is typically the minimum non-cancelable period of the lease. The Company has lease agreements that contain both lease and non-lease components which the Company has elected to account for as a single lease component for all asset classes. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the term of the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. See Note 8, Leases , for further discussion of leases. 46 Table of Contents Goodwill, Intangible Assets, Property and Equipment, and Referral Sources — Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company accounts for goodwill under ASC Topic 350, Intangibles - Goodwill and Other. The Company tests goodwill for impairment annually, or more frequently whenever events or circumstances indicate that impairment may exist. Goodwill is stated at cost less accumulated impairment losses. The Company completes its goodwill impairment test annually in the fourth quarter on a qualitative basis. See Note 10, Goodwill and Other Intangible Assets , for further discussion of the Company’s goodwill and other intangible assets. Intangible assets arising from the Company’s acquisitions are amortized on a straight‑line basis over the estimated useful life of each asset. Referral sources have a useful life ranging from fifteen to twenty years . Trademarks/names have a useful life ranging from ten to fifteen years . The other amortizable intangible assets have a useful life of approximately five years . The Company does not have any indefinite‑lived intangible assets. Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation on owned property and equipment is provided for on a straight‑line basis over the estimated useful lives of owned assets. Leasehold improvements are amortized over the estimated useful life of the property or over the term of the lease, whichever is shorter. Estimated useful lives are seven years for infusion pumps and three to thirteen years for equipment. Major repairs, which extend the useful life of an asset, are capitalized in the property and equipment accounts. Routine maintenance and repairs are expensed as incurred. Computer software is included in property and equipment and consists of purchased software and internally-developed software. The Company capitalizes application-stage development costs for significant internally-developed software projects. Once the software is ready for its intended use, these costs are amortized on a straight‑line basis over the software’s estimated useful life, generally five years . Costs recognized in the preliminary project phase and the post-implementation phase, as well as maintenance and training costs, are expensed as incurred. See “Recently Issued Accounting Pronouncements” for discussion of ASU 2025-06 and upcoming changes to accounting for software costs. The Company assesses long‑lived assets for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired. If circumstances require that a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flows basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Equity-Method Investments — The Company’s investments in certain unconsolidated entities are accounted for under the equity method. The balance of these investments is included in other noncurrent assets in the accompanying consolidated balance sheets. As of December 31, 2025 and 2024, the balance of the investments was $ 27.9 million and $ 24.5 million, respectively. The balance of these investments is increased to reflect the Company’s capital contributions and equity in earnings of the investees. The balance of these investments is decreased to reflect the Company’s equity in losses of the investees and for distributions received that are not in excess of the carrying amount of the investments. The Company’s proportionate share of earnings or losses of the investees is recorded in equity in earnings of joint ventures in the accompanying consolidated statements of comprehensive income. The Company’s proportionate share of earnings was $ 7.4 million, $ 6.0 million, and $ 5.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. Distributions from the investees are treated as cash inflows from operating activities in the consolidated statements of cash flows. During the years ended December 31, 2025, 2024, and 2023, the Company received distributions from the investees of $ 4.0 million, $ 2.4 million, and $ 4.0 million, respectively. See Note 17, Related-Party Transactions , for discussion of related-party transactions with these investees. Hedging Instruments — The Company uses derivative financial instruments to limit its exposure to increases in the interest rate of its variable rate debt instruments. The derivative financial instruments are recognized on the consolidated balance sheets at fair value. See Note 12, Derivative Instruments, for additional information. At inception of the hedge, the Company designated the derivative instruments as a hedge of the cash flows related to the interest on the variable rate debt. For all instruments designated as hedges, the Company documents the hedging relationships and its risk management objective of the hedging relationship. For all hedging instruments, the terms of the hedge perfectly offset the hedged expected cash flows. 47 Table of Contents Revenue Recognition — Net revenue is reported at the net realizable value amount that reflects the consideration the Company expects to receive in exchange for providing goods and services. Revenues are from government payers, commercial payers, and patients for goods and services provided and are based on a gross price based on payer contracts, fee schedules, or other arrangements less any implicit price concessions. Due to the nature of the healthcare industry and the reimbursement environment in which the Company operates, certain estimates are required to record revenue and accounts receivable at their net realizable values at the time goods or services are provided. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The Company assesses the expected consideration to be received at the time of patient acceptance, based on the verification of the patient’s insurance coverage, historical information with the patient, similar patients, or the payer. Performance obligations are determined based on the nature of the services provided by the Company. The majority of the Company’s performance obligations are to provide infusion services to deliver medicine, nutrients, or fluids directly into the body. The Company provides a variety of infusion-related therapies to patients, which frequently include multiple deliverables of pharmaceutical drugs and related nursing services. After applying the criteria from ASC 606, the Company concluded that multiple performance obligations exist in its contracts with its customers. Revenue is allocated to each performance obligation based on relative standalone price, determined based on reimbursement rates established in the third-party payer contracts. Pharmaceutical drug revenue is recognized at the time the pharmaceutical drug is delivered to the patient, and nursing revenue is recognized on the date of service. The Company's outstanding performance obligations relate to contracts with a duration of less than one year. Therefore, the Company has elected to apply the practical expedient provided by ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. Any unsatisfied or partially unsatisfied performance obligations at the end of a reporting period are generally completed prior to the patient being discharged. See Note 4, Revenue for further discussion of revenue. Cost of Revenue — Cost of revenue consists of the actual cost of pharmaceuticals and other medical supplies dispensed to patients, as well as all other costs directly related to the production of revenue. These costs include warehousing costs, purchasing costs, freight costs, cash discounts, volume-based rebates, wages and related costs for pharmacists and nurses, along with depreciation expense relating to revenue-generating assets, such as infusion pumps. The Company also receives rebates from pharmaceutical and medical supply manufacturers. Rebates are generally volume-based incentives and are recorded as a reduction of inventory and are accounted for as a reduction of cost of goods sold when the related inventory is sold. Selling, General and Administrative Expenses — Selling, general and administrative expenses mainly consist of salaries for administrative employees that directly and indirectly support the operations, occupancy costs, marketing expenditures, insurance, and professional fees. Stock Based Incentive Compensation — The Company accounts for stock-based incentive compensation expense in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). Stock-based incentive compensation expense is based on the grant date fair value. The Company estimates the fair value of stock option awards using a Black-Scholes option pricing model and the fair value of restricted stock unit awards using the closing price of the Company’s common stock on the grant date. For awards with a service-based vesting condition, the Company recognizes expense on a straight-line basis over the service period of the award. For awards with performance-based vesting conditions, the Company will recognize expense when it is probable that the performance-based conditions will be met. When the Company determines that it is probable that the performance-based conditions will be met, a cumulative catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis through the remainder of the vesting period and will be updated if the Company determines that there has been a change in the probability of achieving the performance-based conditions. The Company records the impact of forfeited awards in the period in which the forfeiture occurs. Business Acquisitions — The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations , with assets and liabilities being recorded at their acquisition date fair value and goodwill being calculated as the purchase price in excess of the net identifiable assets. See Note 3, Business Acquisitions , for further discussion of the Company’s business acquisitions. 48 Table of Contents Income Taxes — The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are reported for book-tax basis differences and are measured based on currently enacted tax laws using rates expected to apply to taxable income in the years in which the differences are expected to reverse. The effect of a change in tax rate on deferred taxes is recognized in income tax expense in the period that includes the enactment date of the change. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company recognizes income tax positions that are more likely than not to be sustained on their technical merits. The Company measures recognized income tax positions at the maximum benefit that is more likely than not, based on cumulative probability, realizable upon final settlement of the position. Interest and penalties related to unrecognized tax benefits are reported in income tax expense (benefit). Tax related interest and penalties are classified as a component of income tax expense (benefit). Concentrations of Business Risk — The Company generates revenue from managed care contracts and other agreements with commercial third-party payers. Revenue related to the Company’s largest payer was approximately 14 %, 15 %, and 14 % for the years ended December 31, 2025, 2024, and 2023, respectively. There were no other managed care contracts that represent greater than 10% of revenue for the years presented. For the years ended December 31, 2025, 2024, and 2023, approximately 12 % of the Company’s revenue was reimbursable through direct government healthcare programs such as Medicare and Medicaid. As of December 31, 2025 and 2024, approximately 13 % and 11 %, respectively, of the Company’s accounts receivable was related to these programs. Governmental programs pay for services based on fee schedules and rates that are determined by the related governmental agency. Laws and regulations pertaining to government programs are complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change in the near term. The Company does not require its patients or other payers to carry collateral for any amounts owed for goods or services provided. Other than as discussed above, concentrations of credit risk relating to trade accounts receivable are limited due to the Company’s diversity of patients and payers. Further, the Company generally does not provide charity care; however, Option Care Health offers a financial assistance program for patients that meet certain defined hardship criteria. For the year ended December 31, 2025, approximately 68 % of the Company’s pharmaceutical and medical supply purchases were from four vendors. For the year ended December 31, 2024, approximately 58 % of the Company’s pharmaceutical and medical supply purchases were from three vendors. For the year ended December 31, 2023, approximately 72 % of the Company’s pharmaceutical and medical supply purchases were from four vendors. Most of the pharmaceutical and medical supplies that we purchase are available from multiple distributors, and we believe they are available in sufficient quantities to meet our needs and the needs of our patients. However, a change in suppliers could cause delays in service delivery and possible losses in revenue, which could adversely affect the Company’s financial condition or operating results. 49 Table of Contents Fair Value Measurements — The fair value measurement accounting standard, ASC Topic 820, Fair Value Measurement (“ASC 820”), provides a framework for measuring fair value and defines fair value as the price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The standard establishes a valuation hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on independent market data sources. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available. The valuation hierarchy is composed of three categories. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The categories within the valuation hierarchy are described as follows: • Level 1 - Inputs to the fair value measurement are quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs to the fair value measurement include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. • Level 3 - Inputs to the fair value measurement are unobservable inputs or valuation techniques. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. 50 Table of Contents Recently Issued Accounting Pronouncements — In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements . This ASU improves the navigability of the required interim disclosures, clarifies when the guidance in Topic 270 is applicable, and provides additional guidance on what disclosures should be provided in interim reporting periods. The amendments also require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The FASB does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements, but rather intends to provide clarity on the current interim reporting requirements. The Company is required to adopt this ASU for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its results of operations, cash flows, financial position, and disclosures. 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. This ASU modernizes the accounting for software costs that are accounted for under Subtopic 350-40 and improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. The FASB expects that capitalization of internal-use software costs generally will not change significantly for most types of software under the amendments in this update. The Company is required to adopt this ASU for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. This ASU was adopted as of January 1, 2026 and will be applied prospectively to the 2026 annual reporting period. The adoption will not have any material impact on the Company’s results of operations, cash flows, financial position, or disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU improves the disclosures around a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The amendments in this ASU do not change or remove current presentation requirements or current expense disclosure requirements. However, the amendments affect where this information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The Company is required to adopt this ASU for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its results of operations, cash flows, financial position, and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU allows investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. This ASU also improves the effectiveness and comparability of disclosures by adding disclosures of pretax income (loss) and income tax expense (benefit) to be consistent with U.S. Securities and Exchange Commission (“SEC”) Regulation S-X and removing disclosures that no longer are considered cost beneficial or relevant. The Company is required to adopt this ASU for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU was adopted during the year ended December 31, 2025 and applied prospectively. The adoption did not have any material impact on the Company’s results of operations, cash flows, financial position, or disclosures. See Note 6, Income Taxes , for further discussion. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . This ASU is the result of the Board’s decision to incorporate into the Codification 14 disclosures referred by the SEC. The ASU represents changes to clarify or improve disclosure and presentation requirements of a variety of Topics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption permitted. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective. The Company is currently evaluating the impact of this ASU on its results of operations, cash flows, financial position, and disclosures. 51 Table of Contents 3. BUSINESS ACQUISITIONS Intramed Plus, Inc. — On January 24, 2025, pursuant to the securities purchase agreement dated November 27, 2024, the Company completed the acquisition of 100 % of the equity interests in Intramed Plus, Inc. (“Intramed Plus”) for a purchase price, net of cash acquired, of $ 117.2 million. The allocation of the purchase price of Intramed Plus was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations, with the total purchase price being allocated to the assets and liabilities acquired based on the estimated fair value of each asset and liability. Certain adjustments were made to preliminary valuation amounts related to accounts receivable, net during the year ended December 31, 2025. The following is a final allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired (in thousands), as of December 31, 2025: Amount Accounts receivable, net $ 9,240 Referral sources (1) 36,800 Trademarks/names (1) 8,300 Inventory 2,693 Other assets 4,831 Accounts payable and other liabilities ( 11,114 ) Fair value identifiable assets and liabilities 50,750 Goodwill (2) 66,497 Cash acquired 2,968 Purchase price 120,215 Less: cash acquired ( 2,968 ) Purchase price, net of cash acquired $ 117,247 (1) Referral sources and trademarks/names have been assigned a useful life of 15 years. (2) Goodwill is attributable to cost synergies from procurement and operational efficiencies and elimination of duplicative administrative costs. Amedisys, Inc. — On May 3, 2023, the Company entered into a definitive merger agreement (the “Amedisys Merger Agreement”) with Amedisys, Inc. (“Amedisys”). Under the terms of the Amedisys Merger Agreement, the Company would issue new shares of its common stock to Amedisys stockholders, which would result in the Company’s stockholders holding approximately 64.5 % of the combined company. On June 26, 2023, the Company entered into an agreement to terminate the Amedisys Merger Agreement (the “Mutual Termination Agreement”). Under the terms of the Mutual Termination Agreement, the Company received a payment of $ 106.0 million in cash on behalf of Amedisys (the “Termination Fee”). The Termination Fee is included in Other, net in the consolidated statements of comprehensive income and in Net cash provided by operating activities in the consolidated statements of cash flows. During the year ended December 31, 2023, the Company incurred $ 21.1 million in merger-related expenses, which are included in Other, net in the consolidated statements of comprehensive income and in Net cash provided by operating activities in the consolidated statements of cash flows. Revitalized, LLC — In May 2023, pursuant to the equity purchase agreement dated May 1, 2023, the Company completed the acquisition of 100 % of the membership interests in Revitalized, LLC for a purchase price, net of cash acquired, of $ 12.5 million, which primarily consisted of $ 6.7 million of goodwill and $ 5.5 million of intangible assets. 52 Table of Contents 4. REVENUE The following table sets forth the net revenue earned by category of payer for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Commercial payers $ 4,902,394 $ 4,348,991 $ 3,747,568 Government payers 681,583 584,271 500,891 Patients 65,542 64,940 53,865 Net revenue $ 5,649,519 $ 4,998,202 $ 4,302,324 5. EMPLOYEE BENEFIT PLANS The Company maintains a 401(k) plan and matches 100 % of employee contributions, up to 4 % of employee compensation. The Company recorded expense for the defined contribution plan of $ 14.7 million, $ 13.3 million, and $ 13.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. In the years ended December 31, 2025, 2024, and 2023, Company contributions of $ 14.0 million, $ 13.3 million, and $ 12.4 million, respectively, were paid. 53 Table of Contents 6. INCOME TAXES The income tax expense (benefit) consists of the following for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 U.S. federal income tax expense (benefit): Current $ 51,994 $ 47,239 $ 56,474 Deferred 9,291 16,396 18,739 61,285 63,635 75,213 State income tax expense (benefit): Current 12,606 10,597 20,253 Deferred 1,424 ( 2,456 ) ( 3,814 ) 14,030 8,141 16,439 Total income tax expense $ 75,315 $ 71,776 $ 91,652 Beginning with the year ended December 31, 2025, the Company has prospectively adopted the guidance in ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures (“ASU 2023-09”). The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09 (in thousands, except for percentages): Year Ended December 31, 2025 Amount Percent U.S. federal statutory income tax rate $ 59,409 21.0 % State and local income taxes, net of federal income tax effect (1) 11,382 4.0 % Tax credits: Research and development tax credits ( 555 ) ( 0.2 ) % Nontaxable or nondeductible items: Share-based compensation impacts 4,779 1.7 % Other 300 0.1 % Effective income tax rate $ 75,315 26.6 % (1) State tax in California, Florida, New York and Pennsylvania made up more than 50% of the tax effect in this category. Also in accordance with ASU 2023-09, the following table reflects income taxes paid disaggregated by Federal and State for the year ended December 31, 2025 (in thousands): Amount Federal $ 57,500 State 9,787 Total income taxes paid $ 67,287 54 Table of Contents The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09: Year Ended December 31, 2024 2023 U.S. federal statutory tax rate 21.0 % 21.0 % State and local income taxes, net of federal income tax effect 3.5 % 4.8 % Valuation allowance ( 0.8 ) % ( 1.5 ) % Share-based compensation impacts 1.2 % 0.7 % Other, net 0.4 % 0.5 % Effective income tax rate 25.3 % 25.5 % The Company recorded income tax expense of $ 75.3 million, $ 71.8 million, and $ 91.7 million, which represents an effective tax rate of 26.6 %, 25.3 %, and 25.5 % for the years ended December 31, 2025, 2024, and 2023, respectively. The Company released $ 0.4 million, $ 2.2 million, and $ 5.8 million of state valuation allowances for the years ended December 31, 2025, 2024, and 2023, respectively. The income tax expense for the year ended December 31, 2023 includes $ 21.8 million of tax expense related to the Termination Fee payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses. The variance in the Company’s effective tax rate of 26.6 %, 25.3 %, and 25.5 % for the years ended December 31, 2025, 2024, and 2023, respectively, compared to the federal statutory rate of 21%, as well as year-over-year changes, was primarily attributable to the inclusion of state taxes in multiple jurisdictions, various non-deductible expenses, and changes in state valuation allowance. The components of deferred income tax assets and liabilities were as follows as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Deferred tax assets: Price concessions $ 5,697 $ 8,053 Compensation and benefits 7,364 6,166 Interest limitation carryforward 3,533 5,768 Operating lease liability 25,323 23,880 Net operating losses 46,459 50,860 Other 13,012 12,676 Deferred tax assets before valuation allowance 101,388 107,403 Valuation allowance ( 2,839 ) ( 3,337 ) Deferred tax assets, net of valuation allowance 98,549 104,066 Deferred tax liabilities: Accelerated depreciation ( 16,914 ) ( 12,630 ) Operating lease right-of-use asset ( 20,078 ) ( 18,883 ) Intangible assets ( 43,445 ) ( 48,412 ) Goodwill ( 67,766 ) ( 59,303 ) Other ( 6,365 ) ( 12,414 ) Deferred tax liabilities ( 154,568 ) ( 151,642 ) Net deferred tax liabilities $ ( 56,019 ) $ ( 47,576 ) 55 Table of Contents Deferred tax assets are generally required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. For the year ended December 31, 2025, the Company maintains a valuation allowance of $ 2.8 million against certain state net operating losses (“NOL”). In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities, including the effect in available carryback and carryforward periods, projected taxable income and tax-planning strategies, in making this assessment. On a quarterly basis, the Company evaluates all positive and negative evidence in determining if the valuation allowance is fairly stated. At December 31, 2025, the Company had $ 33.7 million of tax-effected federal NOL carryforwards all of which are currently available to offset future taxable income in the United States and reflected as a deferred tax asset of the company. Tax-effected federal NOL carryforwards of $ 22.7 million expire beginning in 2028 through 2036, and $ 11.0 million of tax-effected federal NOLs have an indefinite carryforward period. At December 31, 2025, the Company had $ 3.5 million tax-effected amounts of interest limitation carryforwards which have an indefinite carryforward period. At December 31, 2025, the Company also had $ 12.8 million tax-effected amounts of cumulative state NOL carryforwards available to offset future taxable income in various states. These state NOL carryforwards will expire beginning in 2026 through 2044, with some having an indefinite carryforward period. At December 31, 2025, 2024, and 2023, there were no unrecognized tax benefits for uncertain tax positions. Tax related interest and penalties are classified as a component of income tax expense. The following table presents the valuation allowance for deferred tax assets for the years ended December 31, 2025, 2024 and 2023 (in thousands): Additions Description Balance at Beginning of Period Charged (Benefit) to Costs and Expenses Charged (Benefit) to Other Accounts Balance at End of Period 2023: Valuation allowance for deferred tax assets $ 13,056 $ ( 6,685 ) $ — $ 6,371 2024: Valuation allowance for deferred tax assets $ 6,371 $ ( 3,034 ) $ — $ 3,337 2025: Valuation allowance for deferred tax assets $ 3,337 $ ( 498 ) $ — $ 2,839 The company files income tax returns in the U.S. and various state and local jurisdictions. There are no ongoing Federal or state income tax audits as of December 31, 2025. The statute remains open for examination by the Internal Revenue Service beginning with year 2022 and in state jurisdictions for periods beginning in 2021. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has reflected the applicable provisions of the OBBBA into its consolidated financial statements for the year ended December 31, 2025, and there is no material impact on the Company’s effective tax rate. 56 Table of Contents 7. EARNINGS PER SHARE The Company presents basic and diluted earnings per share for its common stock. Basic earnings per share is calculated by dividing the net income of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss and the weighted average number of shares of common stock outstanding for the effects of all potentially dilutive securities. The earnings are used as the basis of determining whether the inclusion of common stock equivalents would be anti-dilutive. The computation of diluted shares for the years ended December 31, 2025, 2024, and 2023 includes the effect of shares that would be issued in connection with warrants, stock options, restricted stock awards and performance stock unit awards, as these common stock equivalents are dilutive to the earnings per share recorded in those periods. The following table presents the Company’s common stock equivalents that were excluded from the calculation of earnings per share as they would be anti-dilutive: Year Ended December 31, 2025 2024 2023 Stock option awards 697,024 854,545 1,214,560 Restricted stock awards 575,070 376,743 340,331 Performance stock unit awards 354,696 286,881 — The following table presents the Company’s basic earnings per share and shares outstanding (in thousands, except per share data): Year Ended December 31, 2025 2024 2023 Numerator: Net income (1) $ 207,585 $ 211,823 $ 267,090 Denominator: Weighted average number of common shares outstanding 162,099 171,567 178,973 Earnings per Common Share: Earnings per common share, basic $ 1.28 $ 1.23 $ 1.49 (1) Net income for the year ended December 31, 2023 includes $ 63.1 million related to the termination payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses and taxes. See Note 3, Business Acquisitions , for further discussion. The following table presents the Company’s diluted earnings per share and shares outstanding (in thousands, except per share data): Year Ended December 31, 2025 2024 2023 Numerator: Net income (1) $ 207,585 $ 211,823 $ 267,090 Denominator: Weighted average number of common shares outstanding 162,099 171,567 178,973 Effect of dilutive securities 1,266 1,278 1,402 Weighted average number of common shares outstanding, diluted 163,365 172,845 180,375 Earnings per Common Share: Earnings per common share, diluted $ 1.27 $ 1.23 $ 1.48 (1) Net income for the year ended December 31, 2023 includes $ 63.1 million related to the termination payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses and taxes. See Note 3, Business Acquisitions , for further discussion. 57 Table of Contents 8. LEASES During the years ended December 31, 2025, 2024, and 2023, the Company incurred operating lease expenses of $ 35.1 million, $ 32.7 million, and $ 30.6 million, respectively, including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the consolidated statements of comprehensive income. As of December 31, 2025 and 2024, the weighted-average remaining lease term was 6.5 years and the weighted-average discount rate was 6.97 % and 6.56 %, respectively. Operating leases mature as follows (in thousands): Fiscal Year Ended December 31, Minimum Payments 2026 $ 30,992 2027 25,828 2028 19,042 2029 14,248 2030 11,061 Thereafter 41,711 Total lease payments 142,882 Less: interest ( 30,367 ) Present value of lease liabilities $ 112,515 During the years ended December 31, 2025, 2024, and 2023, the Company commenced new leases, extensions and amendments, resulting in non-cash operating activities in the consolidated statements of cash flows of $ 27.1 million, $ 25.0 million, and $ 30.5 million, respectively, related to the increases in the operating lease ROU asset and operating lease liabilities. As of December 31, 2025, the Company did not have any significant operating or financing leases that had not yet commenced. 58 Table of Contents 9. PROPERTY AND EQUIPMENT Property and equipment was as follows as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Infusion pumps $ 36,497 $ 37,659 Equipment, furniture and other 28,087 24,055 Leasehold improvements 126,651 116,675 Computer software, purchased and internally developed 58,608 46,532 Assets under development 19,207 22,990 269,050 247,911 Less: accumulated depreciation ( 129,814 ) ( 120,544 ) Property and equipment, net $ 139,236 $ 127,367 Depreciation expense is recorded within cost of revenue and operating expenses within the consolidated statements of comprehensive income, depending on the nature of the underlying fixed assets. The depreciation expense included in cost of revenue relates to revenue-generating assets, such as infusion pumps. The depreciation expense included in operating expenses is related to infrastructure items, such as furniture, computer and office equipment, and leasehold improvements. The following table presents the amount of depreciation expense recorded in cost of revenue and operating expenses for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year ended December 31, 2025 2024 2023 Depreciation expense in cost of revenue $ 3,152 $ 2,590 $ 2,999 Depreciation expense in operating expenses 30,606 26,503 24,820 Total depreciation expense $ 33,758 $ 29,093 $ 27,819 59 Table of Contents 10. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is not amortized, but is evaluated for impairment annually in the fourth quarter of the fiscal year, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Circumstances that could trigger an interim impairment test include: a significant adverse change in the business climate or legal factors, an adverse action or assessment by a regulator, unanticipated competition, the loss of key personnel, a change in reporting units, the likelihood that a reporting unit or significant portion of a reporting unit will be sold or otherwise disposed of, and the results of testing for recoverability of a significant asset group within a reporting unit. A qualitative impairment analysis was performed in the fourth quarter of 2025, 2024, and 2023, to assess whether it is more likely than not that the fair value of the Company’s reporting units are less than their carrying value. The Company assessed relevant events and circumstances including macroeconomic conditions, industry and market considerations, overall financial performance, entity-specific events, and changes in the Company’s stock price. The Company determined that there was no goodwill impairment in 2025, 2024, or 2023. The determination of fair value for acquisitions and the allocation of that value requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which the Company competes; the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization, and capital expenditures. Actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit, the amount of the goodwill impairment charge, or both. The Company did not recognize any accumulated impairment losses at the beginning of the period. Changes in the carrying amount of goodwill consist of the following activity for the years ended December 31, 2025, 2024, and 2023 (in thousands): Amount Balance at December 31, 2022 $ 1,533,424 Acquisitions 6,998 Purchase accounting adjustments ( 176 ) Balance at December 31, 2023 $ 1,540,246 Acquisitions — Purchase accounting adjustments — Balance at December 31, 2024 $ 1,540,246 Acquisitions 65,684 Purchase accounting adjustments 813 Balance at December 31, 2025 $ 1,606,743 60 Table of Contents The carrying amount and accumulated amortization of intangible assets consist of the following as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Gross intangible assets: Referral sources $ 551,188 $ 514,388 Trademarks/names 46,808 39,136 Other amortizable intangible assets 985 985 Total gross intangible assets 598,981 554,509 Accumulated amortization: Referral sources ( 263,907 ) ( 230,371 ) Trademarks/names ( 25,170 ) ( 22,599 ) Other amortizable intangible assets ( 726 ) ( 529 ) Total accumulated amortization ( 289,803 ) ( 253,499 ) Total intangible assets, net $ 309,178 $ 301,010 Amortization expense for intangible assets was $ 36.9 million, $ 34.4 million, and $ 34.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. Expected future amortization expense for intangible assets recorded at December 31, 2025, is as follows (in thousands): Amount 2026 $ 37,078 2027 36,937 2028 36,887 2029 36,881 2030 22,745 Thereafter 138,650 Total $ 309,178 61 Table of Contents 11. INDEBTEDNESS Long-term debt consisted of the following as of December 31, 2025 (in thousands): Principal Amount Discount Debt Issuance Costs Net Balance Revolver Facility $ — $ — $ — $ — First Lien Term Loan 676,305 ( 4,552 ) ( 4,937 ) 666,816 Senior Notes 500,000 — ( 5,984 ) 494,016 $ 1,176,305 $ ( 4,552 ) $ ( 10,921 ) 1,160,832 Less: current portion ( 6,780 ) Total long-term debt $ 1,154,052 Long-term debt consisted of the following as of December 31, 2024 (in thousands): Principal Amount Discount Debt Issuance Costs Net Balance Revolver Facility $ — $ — $ — $ — First Lien Term Loan 631,617 ( 5,537 ) ( 7,555 ) 618,525 Senior Notes 500,000 — ( 7,372 ) 492,628 $ 1,131,617 $ ( 5,537 ) $ ( 14,927 ) 1,111,153 Less: current portion ( 6,512 ) Total long-term debt $ 1,104,641 On September 22, 2025, the Company entered into the fourth amendment (“the Fourth Amendment”) to the amended and restated First Lien Credit Agreement (the “Credit Agreement”) dated as of October 27, 2021. The Fourth Amendment, among other things, (i) refinances the existing term loans with a new class of term loans (the “First Lien Term Loan”), reduces the interest rate on the First Lien Term Loan from Term Secured Overnight Financing Rate (“SOFR”) plus 2.25 % to Term SOFR plus 1.75 % and extends the maturity date of the First Lien Term Loan to September 22, 2032, (ii) provides for an additional $ 49.6 million of incremental First Lien Term Loan indebtedness, and (iii) extends the maturity date of the revolving credit commitments under the Credit Agreement (the “Revolver Facility”) to September 22, 2030. The principal balance of the First Lien Term Loan is repayable in quarterly installments of $ 1.7 million plus interest, with a final payment of all remaining outstanding principal due on September 22, 2032. Under the Fourth Amendment, interest on the First Lien Term Loan is payable monthly on either (i) SOFR plus an applicable margin of 1.75 % for Term SOFR Loans (as such term is defined in the Fourth Amendment); or (ii) a base rate determined in accordance with the Fourth Amendment, plus 0.75 % for Base Rate Loans (as such term is defined in the Fourth Amendment). The interest rate on the First Lien Term Loan was 5.67 % and 6.82 % as of December 31, 2025 and 2024, respectively. The weighted average interest rate incurred on the First Lien Term Loan was 6.34 % and 7.61 % for the years ended December 31, 2025 and 2024, respectively. As part of the above refinancing, certain lenders exited while others joined, resulting in both repayment and proceeds. The Company assessed whether the repayment of the First Lien Term Loan indebtedness resulted in an insubstantial modification or an extinguishment of the existing debt for each loan in the syndication by grouping lenders as follows: (i) Lenders participating in both the First Lien Term Loan and 4.375 % Senior Notes; (ii) previous lenders that exited; and (iii) new lenders. The Company determined that proceeds from the issuance of debt totaled $ 229.8 million, resulting in a cash inflow from financing activities, net of $ 0.3 million in fees incurred, in the consolidated statements of cash flows. The Company also recognized $ 180.2 million of retirement of debt obligations, resulting in a cash outflow from financing activities, in the consolidated statements of cash flows. In connection with the refinancing of the First Lien Term Loan, the Company incurred $ 6.7 million in debt issuance costs and third-party fees, of which $ 3.5 million was capitalized, $ 2.8 million was expensed as a component of selling, general and administrative expenses and $ 0.4 million was expensed as a loss on extinguishment as a component of other expense in the consolidated statements of comprehensive income. The Company recognized a loss on extinguishment of debt of $ 4.7 million included in the line entitled “Other, net” in the consolidated statements of comprehensive income, of which $ 0.4 million related to debt issuance costs incurred with the First Lien Term Loan refinancing, as discussed above, and $ 4.3 million related to existing deferred financing fees that were written off upon extinguishment. 62 Table of Contents As part of the above refinancing, the Company incurred $ 0.3 million in fees related to the Revolver Facility, all of which were capitalized and included as a cash outflow from financing activities within the consolidated statements of cash flows. On May 8, 2024, the Company entered into the third amendment to the amended and restated Credit Agreement dated as of October 27, 2021 (the “Third Amendment”). The Third Amendment, among other things, (i) increases borrowings by $ 50.0 million and (ii) reduces the interest rate on the First Lien Term Loan from Term SOFR (including a credit spread adjustment) plus 2.75 % to Term SOFR plus 2.25 % and removes the credit spread adjustment with respect to such First Lien Term Loan. The Company assessed whether the repayment of the First Lien Term Loan indebtedness resulted in an insubstantial modification or an extinguishment of the existing debt for each loan in the syndication by grouping lenders as follows: (i) Lenders participating in both the First Lien Term Loan and Senior Notes; (ii) previous lenders that exited; and (iii) new lenders. The Company determined that $ 0.4 million of the First Lien Term Loan were extinguished. The First Lien Term Loan had insubstantial modifications for lenders that participated in both debt instruments, which resulted in a cash inflow from financing activities of $ 50.0 million in the consolidated statements of cash flows. The Company incurred $ 1.6 million in fees, of which $ 0.1 million was capitalized, relative to the First Lien Term Loan and an immaterial amount of the total fees incurred was netted against the $ 50.0 million of debt proceeds as financing activities within the consolidated statements of cash flows. The Company recognized a loss on extinguishment of debt of $ 0.4 million included in the line entitled “Other, net” in the consolidated statements of comprehensive income. Effective June 30, 2023, the Company entered into an agreement, dated as of June 8, 2023, to amend the First Lien Term Loan to replace LIBOR and related definitions and provisions with SOFR as the new reference rate. The Company entered into the First Lien Term Loan Agreement (the “First Lien Credit Agreement Amendment”), which commenced in October 2021 (the “October 2021 Refinancing”) to provide $ 600.0 million of refinanced borrowings. On December 7, 2023, the Company entered into the second amendment to the amended and restated Credit Agreement dated as of October 27, 2021 (the “Second Amendment”). The Second Amendment, among other things, creates a Revolver Facility which provides for borrowings up to $ 400.0 million. As of December 31, 2025, the Company had $ 4.0 million of undrawn letters of credit issued and outstanding, resulting in net borrowing availability under the Revolver Facility of $ 396.0 million. As of December 31, 2024, the Company had $ 4.1 million of undrawn letters of credit issued and outstanding, resulting in net borrowing availability under the Revolver Facility of $ 395.9 million. The Revolver Facility matures on the date that is the earlier of (i) September 22, 2030 and (ii) the date that is 91 days prior to the stated maturity date applicable to the Senior Notes to the extent any amount of the Senior Notes remains unpaid and outstanding as of the date that is 91 days prior to the stated maturity date applicable to the Senior Notes. Borrowings under the Revolver Facility bear interest at a rate equal to, at the option of the Company, either (i) the Term SOFR applicable thereto plus the Applicable Rate or (ii) the then-applicable Base Rate plus the Applicable Rate, which Applicable Rate shall be, subject to certain caveats thereto, as follows (i) until delivery of financial statements and related Compliance Certificate for the first full fiscal quarter ending after the effective date of the Fourth Amendment, (A) for Term SOFR Loans, 1.75 %, or (B) for Base Rate Loans, 0.75 % and (ii) thereafter, the Applicable Rate for Term SOFR Loans and Base Rate Loans, based upon the Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to the terms of the Credit Agreement. Concurrently with the creation of the Revolver Facility, the Company terminated the asset-based lending revolving credit facility (the “ABL Facility”) with a maturity date of October 27, 2026. Prior to the transition to the Revolver Facility, the ABL Facility had been in effect from August 6, 2019 to December 7, 2023. Effective January 13, 2023, the Company entered into an agreement to amend the ABL Facility and increase the amount of borrowing availability from $ 175.0 million by $ 50.0 million to $ 225.0 million total borrowing availability. As a result of the amended agreement, SOFR was established as the new reference rate, replacing LIBOR. Prior to the termination of the ABL Facility in December 2023, the ABL Facility bore interest at a rate equal to, at the Company’s election, either (i) a base rate determined in accordance with the ABL Credit Agreement plus an applicable margin, which is equal to between 0.25 % and 0.75 % based on the historical excess availability as a percentage of the Line Cap (as such term is defined in the ABL Credit Agreement); and (ii) SOFR (with a floor of 0.00 % per annum) plus an applicable margin, which is equal to between 1.25 % and 1.75 % based on the historical excess availability as a percentage of the Line Cap. The ABL Facility contained commitment fees payable on the unused portion ranging from 0.25 % to 0.375 %, depending on various factors including the Company’s leverage ratio, type of loan and rate type, and letter of credit fees of 2.50 %. Borrowings under the ABL Facility were secured by a first priority security interest in the Company’s and each of its subsidiaries’ inventory, accounts receivable, cash, deposit accounts and certain assets and property related thereto (the “ABL Priority Collateral”), in each case subject to certain exceptions, and a third priority security interest in each of the Company’s subsidiaries’ capital stock (subject to certain exceptions) and substantially all of the Company’s property and assets (other than the ABL Priority Collateral). 63 Table of Contents In conjunction with the October 2021 Refinancing, the Company also issued $ 500.0 million in aggregate principal of Senior Notes. The Senior Notes bear interest at a rate of 4.375 % per annum payable semi-annually in arrears on October 31 and April 30 of each year, commencing on April 30, 2022. The Senior Notes mature on October 31, 2029. The interest rate on the Senior Notes was 4.375 % as of both December 31, 2025 and 2024. The weighted average interest rate incurred on the Senior Notes was 4.375 % for both years ended December 31, 2025 and 2024. Long-term debt matures as follows (in thousands): Fiscal Year Ended December 31, Minimum Payments 2026 $ 6,780 2027 6,780 2028 6,780 2029 506,780 2030 6,780 Thereafter 642,405 Total $ 1,176,305 During the year ended December 31, 2025, the Company engaged in hedging activities to limit its exposure to changes in interest rates. See Note 12, Derivative Instruments , for further discussion. The following table presents the estimated fair values of the Company’s debt obligations as of December 31, 2025 (in thousands): Financial Instrument Carrying Value as of December 31, 2025 Markets for Identical Item (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) First Lien Term Loan $ 666,816 $ — $ 679,687 $ — Senior Notes 494,016 — 487,500 — Total debt instruments $ 1,160,832 $ — $ 1,167,187 $ — See Note 13, Fair Value Measurements , for further discussion. 64 Table of Contents 12. DERIVATIVE INSTRUMENTS The Company utilizes derivative financial instruments for hedging and non-trading purposes to limit the Company’s exposure to its variable interest rate risk. Use of derivative financial instruments in hedging strategies subjects the Company to certain risks, such as market and credit risks. Market risk represents the possibility that the value of the derivative financial instrument will change. Credit risk related to a derivative financial instrument represents the possibility that the counterparty will not fulfill the terms of the contract. The notional, or contractual, amount of the Company’s derivative financial instruments is used to measure interest to be paid or received and does not represent the Company’s exposure due to credit risk. Credit risk is monitored through established approval procedures, including reviewing credit ratings when appropriate. In October 2021, the Company entered into an interest rate cap hedge with a notional amount of $ 300.0 million for a five-year term beginning November 30, 2021. The hedge partially offsets risk associated with the First Lien Term Loan’s variable interest rate. The interest rate cap instrument perfectly offsets the terms of the interest rates associated with the variable interest rate of the First Lien Term Loan. The following table summarizes the amount and location of the Company’s derivative instruments in the consolidated balance sheets (in thousands): Fair Value - Derivatives in Asset Position Derivative Balance Sheet Caption December 31, 2025 December 31, 2024 Interest rate cap designated as cash flows hedge Prepaid expenses and other current assets $ 5,501 $ 8,034 Interest rate cap designated as cash flows hedge Other noncurrent assets — 6,680 Total derivative assets $ 5,501 $ 14,714 The gain and loss associated with the changes in the fair value of the effective portion of hedging instruments are recorded into other comprehensive (loss) income. The gain and loss associated with the changes in the fair value of the hedging instrument is recognized in net income through interest expense. The following table presents the pre-tax (loss) gain from derivative instruments recognized in other comprehensive (loss) income in the Company’s consolidated statements of comprehensive income (in thousands): Year Ended December 31, Derivative 2025 2024 2023 Interest rate cap designated as cash flows hedge $ ( 9,213 ) $ ( 5,215 ) $ ( 8,339 ) The following table presents the amount and location of pre-tax income (loss) recognized in the Company’s consolidated statement of comprehensive income related to the Company’s derivative instruments (in thousands): Year Ended December 31, Derivative Income Statement Caption 2025 2024 2023 Interest rate cap designated as cash flows hedge Interest expense, net $ 8,638 $ 11,527 $ 10,974 T he Company expects to reclassify $ 2.5 million of total interest rate costs from accumulated other comprehensive income (loss) against interest expense during the next 12 months. 65 Table of Contents 13. FAIR VALUE MEASUREMENTS Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are defined in Note 2, Summary of Significant Accounting Policies. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. First Lien Term Loan : The fair value of the First Lien Term Loan is derived from a broker quote on the loans in the syndication (Level 2 inputs). See Note 11, Indebtedness , for further discussion of the carrying amount and fair value of the First Lien Term Loan. Senior Notes : The fair value of the Senior Notes is derived from a broker quote (Level 2 inputs). See Note 11, Indebtedness , for further discussion of the carrying amount and fair value of the Senior Notes. Interest Rate Cap : The fair value of the interest rate cap is derived from the interest rates prevalent in the market and future expectations of those interest rates (Level 2 inputs). The Company determines the fair value of the investments based on quoted prices from third-party brokers. See Note 12, Derivative Instruments , for further discussion of the fair value of the interest rate cap. Money Market Funds : The fair value of the money market funds is derived from the closing price reported by the fund sponsor and classified as cash and cash equivalents on the Company’s consolidated balance sheets (Level 1 inputs). There were no other material assets or liabilities measured at fair value at December 31, 2025 or 2024. 14. COMMITMENTS AND CONTINGENCIES The Company is involved in legal proceedings and is subject to investigations, inspections, audits, inquiries, and similar actions by governmental authorities, arising in the normal course of the Company’s business. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. From time to time, the Company may also be involved in legal proceedings as a plaintiff involving antitrust, tax, contract, intellectual property, and other matters. Material loss contingencies, if any, are accrued for when they are probable and reasonably estimable, and are disclosed when they are reasonably possible. Gain contingencies, if any, are recognized when they are realized. The results of legal proceedings are often uncertain and difficult to predict, and the costs incurred in litigation can be substantial, regardless of the outcome. The Company does not believe that any of these pending matters, after consideration of applicable reserves and rights to indemnification, will have a material adverse effect on the Company’s consolidated financial statements. However, substantial unanticipated verdicts, fines, and rulings may occur. As a result, the Company may from time to time incur judgments, enter into settlements, or revise expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on its results of operations in the period in which the amounts are accrued and/or its cash flows in the period in which the amounts are paid. 66 Table of Contents 15. STOCK-BASED INCENTIVE COMPENSATION Equity Incentive Plans — Under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), approved at the annual meeting by stockholders on May 3, 2018 and amended and restated on May 19, 2021 and May 15, 2024, the Company may issue, among other things, incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, stock grants, and performance units to key employees and directors. The 2018 Plan is administered by the Company’s Compensation Committee, a standing committee of the Company’s Board of Directors. As of May 2021, a total of 9,101,734 shares of common stock were authorized for issuance under the 2018 Plan. In May 2024, an additional 4,000,000 shares were authorized for issuance under the 2018 Plan, resulting in a total of 13,101,734 shares of common stock authorized for issuance as of December 31, 2025 and 2024. During the years ended December 31, 2025, 2024, and 2023, the Company recognized total compensation expense related to the 2018 Plan of $ 40.0 million, $ 36.1 million, and $ 30.5 million, respectively. Stock Options — Options granted under the 2018 Plan typically vest over a three - or four-year period and, in certain instances, may fully vest upon a change in control of the Company. The options also typically have an exercise price that may not be less than 100% of its fair market value on the date of grant and are exercisable seven to ten years after the date of grant, subject to earlier termination in certain circumstances. Compensation expense from stock options is recognized on a straight-line basis over the requisite service period. During the years ended December 31, 2025, 2024, and 2023, the Company recognized compensation expense related to stock options of $ 4.6 million, $ 5.9 million, and $ 6.5 million, respectively. There were no options granted during the years ended December 31, 2025 and 2024. The weighted average grant-date fair value of options granted during the year ended December 31, 2023 was $ 15.72 . The fair value of stock options granted was estimated on the date of grant using a Black-Scholes pricing model. The assumptions used to compute the fair value of options for the year ended December 31, 2023 are as follows: Year Ended December 31, 2023 Expected volatility 51.43 % Risk-free interest rate 4.16 % Expected life of options 6.2 years Dividend rate — A summary of stock option activity for the year ended December 31, 2025 is as follows: Options Weighted Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted Average Remaining Contractual Life Balance at December 31, 2024 1,483,233 $ 25.79 $ 1,590 Granted — $ — $ — Exercised ( 96,034 ) $ 23.75 $ 868 Forfeited and expired ( 15,773 ) $ 26.32 $ 87 Balance at December 31, 2025 1,371,426 $ 25.93 $ 8,130 6.4 years Exercisable at December 31, 2025 678,166 $ 23.30 $ 5,805 5.7 years During the years ended December 31, 2025, 2024, and 2023, an immaterial number of shares were surrendered to satisfy tax withholding obligations on the exercise of stock options. No cash was received from stock option exercises under share-based payment arrangements for the years ended December 31, 2025, 2024, and 2023. 67 Table of Contents The maximum term of stock options under these plans is ten years . Options outstanding as of December 31, 2025 expire on various dates ranging from February 2027 through July 2033. The following table outlines the outstanding and exercisable stock options as of December 31, 2025: Options Outstanding Options Exercisable Range of Option Exercise Price Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Options Exercisable Weighted Average Exercise Price $ 0.00 - $ 8.24 9,901 $ 6.52 1.1 years 9,901 $ 6.52 $ 8.24 - $ 16.52 55,275 $ 12.39 3.6 years 55,275 $ 12.39 $ 16.52 - $ 24.76 327,926 $ 21.54 5.7 years 278,540 $ 21.13 $ 24.76 - $ 33.00 978,324 $ 28.37 6.9 years 334,450 $ 27.40 All options 1,371,426 678,166 As of December 31, 2025, there was $ 1.2 million of unrecognized compensation expense related to unvested option grants that is expected to be recognized over a weighted-average period of 0.2 years. Restricted Stock — Restricted stock grants subject solely to an employee’s continued service with the Company generally will become fully vested within one to four years from the grant date and, in certain instances, may fully vest upon a change in control of the Company. Restricted stock grants subject solely to a Director’s continued service with the Company generally will become fully vested on a pro-rata basis over three years from the date of grant. Compensation expense from restricted stock is recognized on a straight-line basis over the requisite service period. During the years ended December 31, 2025, 2024, and 2023, the Company recognized compensation expense related to restricted stock awards of $ 24.4 million, $ 21.4 million, and $ 16.6 million, respectively. The grant-date fair value of restricted stock is valued as the closing price of the Company’s common stock on the date of the grant. A summary of restricted stock award activity for the year ended December 31, 2025 is as follows: Restricted Stock Weighted Average Grant Date Fair Value Balance at December 31, 2024 1,665,412 $ 29.41 Granted 907,633 $ 31.40 Vested and issued ( 581,779 ) $ 28.20 Forfeited and expired ( 140,959 ) $ 30.66 Balance at December 31, 2025 1,850,307 $ 30.70 During the years ended December 31, 2025, 2024, and 2023, shares were surrendered to satisfy tax withholding obligations on the vesting of restricted stock awards with a cost basis of $ 6.1 million, $ 7.1 million, and $ 4.4 million, respectively. As of December 31, 2025, there was $ 28.8 million in unrecognized compensation expense related to unvested restricted stock awards that is expected to be recognized over a weighted average period of 0.9 years. The total fair value of restricted stock awards vested during the years ended December 31, 2025, 2024, and 2023 was $ 16.4 million, $ 19.4 million, and $ 9.9 million, respectively. 68 Table of Contents Performance Stock Units — Performance-based stock units (“PSU”) are generally earned based on the attainment of specified goals achieved over a designated performance period. During the years ended December 31, 2025, 2024, and 2023, the Company’s Compensation Committee approved PSU awards to certain senior executives of the Company with grant dates in 2025, 2024, and 2023, respectively. All PSU awards offer a three-year -cliff vesting schedule. Each PSU award reflects a target number of shares (“Target Shares”) that may be issued to the award recipient. PSU awards may be earned upon the completion of a two-year -average or three-year -average performance period. Whether PSU awards are earned at the end of the performance period will be determined based on the achievement of certain performance objectives over the performance period. The performance objectives include achieving a target growth for adjusted EBITDA and revenue combined in addition to a target growth for cash flows from operations (2023 and 2024 PSUs) or a target growth for adjusted diluted earnings per share (2025 PSUs) over the performance period. Depending on the results achieved during the performance period, the actual number of shares that a grant recipient receives at the end of the period may range from 0 % to 200 % of the Target Shares granted. Each period begins with 100 % of the Target Shares and true-up or true-down adjustments are considered every quarter-end based on the forecasted performance period results. The fair value of the Target Shares and PSU awards are based on the fair value of the underlying shares as of market close on the grant date. Compensation expense for PSU awards is recognized on a straight-line basis over the requisite service period. During the years ended December 31, 2025, 2024, and 2023, the Company recognized compensation expense related to the PSU awards of $ 11.0 million, $ 8.8 million, and $ 7.5 million, respectively. During the years ended December 31, 2025 and 2024, shares were surrendered to satisfy tax withholding obligations on the performance-based stock units with a cost basis of $ 4.3 million and $ 4.9 million, respectively. During the year ended December 31, 2023, no shares were surrendered to satisfy tax withholding obligations on the PSU awards. As of December 31, 2025, there was $ 14.2 million in unrecognized compensation expense related to unvested PSU awards that are expected to be recognized over a weighted-average period of 1.2 years. 69 Table of Contents 16. STOCKHOLDERS’ EQUITY During the year ended December 31, 2023, HC I completed secondary offerings of 23,771,926 shares of common stock. As of December 31, 2023, HC I no longer held shares of the Company’s common stock. 2017 Warrants — Prior to the Merger, BioScrip issued warrants to certain debt holders pursuant to a Warrant Purchase Agreement dated as of June 29, 2017. In conjunction with the Merger, the 2017 Warrants were amended to entitle the purchasers of the warrants to purchase 2.1 million shares of common stock. The 2017 Warrants have a 10-year term and an exercise price of $ 8.00 per share and may be exercised by payment of the exercise price in cash or surrender of shares of common stock into which the 2017 Warrants are being converted in an aggregate amount sufficient to cover the exercise price. The 2017 Warrants are classified as equity instruments, and the fair value of these warrants of $ 14.1 million was recorded in paid-in capital as of the Merger Date. During the years ended December 31, 2025 and 2024, warrant holders did not elect to exercise any warrants to purchase shares of common stock. At December 31, 2025 and 2024, the remaining warrant holders are entitled to purchase 51,838 shares of common stock. 2015 Warrants — Prior to the Merger, BioScrip issued warrants pursuant to a Common Stock Warrant Agreement dated as of March 9, 2015 which entitle the holders to purchase 0.9 million shares of common stock. The 2015 Warrants have a 10-year term and have exercise prices in a range of $ 20.68 per share to $ 25.80 per share. The 2015 Warrants were assumed by the Company in conjunction with the Merger and are classified as equity instruments, and the fair value of these warrants of $ 4.6 million was recorded in paid in capital as of the Merger Date. During the years ended December 31, 2025 and 2024, warrant holders exercised an immaterial number of warrants to purchase shares of common stock. During the years ended December 31, 2025 and 2024, no cash proceeds were received from warrant exercises. The 2015 warrants expired on June 30, 2025. At December 31, 2025, any outstanding warrants are no longer exercisable. At December 31, 2024 the remaining warrant holders are entitled to purchase 11,765 shares of common stock. Share Repurchase Program — On February 20, 2023, the Company’s Board of Directors authorized a share repurchase program of up to an aggregate $ 250.0 million of common stock of the Company. On December 6, 2023, the Company’s Board of Directors approved an increase to its share repurchase program authorization from $ 250.0 million to $ 500.0 million. This program was completed in December 2024. On January 10, 2025, the Company’s Board of Directors authorized a 2025 share repurchase program of up to an aggregate $ 500.0 million of common stock of the Company. Under the share repurchase program, repurchases may occur in any number of methods depending on timing, market conditions, regulatory requirements, and other corporate considerations. The share repurchase program has no specified expiration date. During the years ended December 31, 2025, 2024, and 2023, the Company purchased 10,079,009 , 9,255,591 , and 7,946,301 shares of common stock under this program for an average share price of $ 30.51 , $ 27.01 , and $ 31.46 , totaling $ 307.5 million, $ 250.0 million, and $ 250.0 million, respectively. All repurchased shares became treasury stock. As of December 31, 2025, the Company is authorized to repurchase up to a remaining $ 192.5 million of common stock of the Company. In January 2026, the Company’s Board of Directors approved an increase to its 2025 share repurchase program authorization from $ 500.0 million to $ 1.0 billion. Shares Outstanding — The following table shows the Company’s changes in shares of common stock for the years ended December 31, 2025, 2024, and 2023 (in thousands): Number of Shares Balance at December 31, 2022 181,958 Equity award issuances 564 Share repurchases ( 7,946 ) Balance at December 31, 2023 174,576 Equity award issuances 941 Share repurchases ( 9,256 ) Balance at December 31, 2024 166,261 Equity award issuances 676 Share repurchases ( 10,079 ) Balance at December 31, 2025 156,858 Treasury Stock — As of December 31, 2025 and 2024, the Company held 27,664,622 and 17,585,613 shares of treasury stock, respectively. Preferred Stock — The Company had no preferred stock outstanding as of December 31, 2025 or 2024. 70 Table of Contents 17. RELATED-PARTY TRANSACTIONS Transactions with Equity-Method Investees — The Company provides management services to its joint ventures such as accounting, invoicing and collections in addition to day-to-day managerial support of the operations of the businesses. The Company recorded management fee income of $ 7.5 million, $ 6.2 million, and $ 5.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. Management fees are recorded in net revenues in the accompanying consolidated statements of comprehensive income. During the years ended December 31, 2025, 2024, and 2023, the Company received distributions from the investees of $ 4.0 million, $ 2.4 million, and $ 4.0 million, respectively. The Company had amounts due to its joint ventures totaling $ 2.7 million and $ 1.4 million as of December 31, 2025 and 2024, respectively. Receivables were included in prepaid expenses and other current assets in the accompanying balance sheets, while payables were included in accrued expenses and other current liabilities in the accompanying balance sheets. These balances primarily relate to cash collections received by the Company on behalf of the joint ventures, offset by certain pharmaceutical inventories and other expenses paid for by the Company on behalf of the joint ventures. Share Repurchase Agreement — On February 28, 2023, we entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with HC Group Holdings I, LLC. (“HC I”) pursuant to which we agreed to repurchase, subject to the terms and conditions contained therein, up to $ 75.0 million of our common stock then held by HC I at the same purchase price per share as the underwriter in a concurrent underwritten public offering of our common stock held by HC I. On March 3, 2023, the transactions contemplated by the Share Repurchase Agreement closed, and we repurchased directly from HC I 2,475,166 shares of our common stock. 18. SEGMENT REPORTING The Company operates as a single reportable segment, infusion services. Infusion services derives revenue through the clinical management of infusion therapy, nursing support, and care coordination in order to provide solutions to complex patient conditions in the home or other nonhospital settings. The Company’s infusion services segment activities are managed on a consolidated basis and therapies are distributed and administered in a similar manner. Operating segments have been identified based on the financial information utilized by the Company’s Chief Executive Officer, the chief operating decision maker (“CODM”). The CODM uses net income as a measure of profitability to assess segment performance and deciding on how to allocate resources such as capital investments, share repurchases, and acquisitions. The CODM does not use or receive total assets by segment to make decisions regarding resources; therefore, the total asset disclosure by segment has not been included. The following table reflects results of operations of the Company’s reportable segment (in thousands): Year Ended December 31, 2025 2024 2023 Infusion services net revenue $ 5,555,778 $ 4,911,591 $ 4,222,656 Other revenue (1) 93,741 86,611 79,668 Total Option Care Health revenue 5,649,519 4,998,202 4,302,324 (Expense) Income: Cost of net revenues - drugs ( 3,984,955 ) ( 3,446,735 ) ( 2,812,531 ) Salaries, benefits, and other employee expense ( 848,996 ) ( 787,922 ) ( 760,499 ) Other segment items (2) ( 410,124 ) ( 380,803 ) ( 355,498 ) Depreciation and amortization expense ( 67,538 ) ( 60,909 ) ( 59,201 ) Interest expense, net ( 54,558 ) ( 49,029 ) ( 51,248 ) Equity in earnings of joint ventures 7,409 5,964 5,530 Other, net ( 7,857 ) 4,831 89,865 Income tax expense ( 75,315 ) ( 71,776 ) ( 91,652 ) Net Income $ 207,585 $ 211,823 $ 267,090 (1) Represents business activities related to other miscellaneous revenue streams. (2) Other segment items includes expenses for medical supplies, delivery and packaging, leases, professional services, and other expenses. 71 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.