What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 91 added, 161 removed, 370 unchanged (41% of the section changed)

3 unchanged sentences

(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

CURRENT ASSETS:

31 unchanged sentences

$ 0.0001 par value;

12,500,000 shares authorized, no shares outstanding as of September 30, 2025 and December 31, 2024

12,500,000 shares authorized, no shares outstanding as of March 31, 2026 and December 31, 2025

Common stock;

$ 0.0001 par value:

250,000,000 shares authorized, 184,498,929 shares issued and 160,107,695 shares outstanding as of September 30, 2025;

250,000,000 shares authorized, 185,181,961 shares issued and 156,988,358 shares outstanding as of March 31, 2026;

184,522,423 shares issued and 156,857,801 shares outstanding as of December 31, 2025

Treasury stock;

24,391,234 and 17,585,613 shares outstanding, at cost, as of September 30, 2025 and December 31, 2024, respectively

28,193,603 and 27,664,622 shares outstanding, at cost, as of March 31, 2026 and December 31, 2025, respectively

( 835,740 ) ( 818,201 )

1 unchanged sentence

Retained earnings 922,264 876,921

Accumulated other comprehensive income 5,502 11,047

Accumulated other comprehensive income (loss) 3,374 4,106

Total stockholders’ equity 1,351,069 1,326,393

4 unchanged sentences

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

NET REVENUE $ 1,350,654 $ 1,332,972

28 unchanged sentences

(IN THOUSANDS)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 45,343 $ 46,742

Adjustments to reconcile net income to net cash provided by operations:

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization expense 15,655 16,373

1 unchanged sentence

Deferred income taxes, net 1,866 1,370

Loss on extinguishment of debt 4,744 377

Amortization of deferred financing costs 683 1,147

1 unchanged sentence

Stock-based incentive compensation expense 10,199 8,801

Distribution from equity method investments 2,100 1,250

Other adjustments 391 ( 949 )

8 unchanged sentences

Other noncurrent assets and liabilities 382 1,595

Net cash provided by operating activities 222,556 287,270

Net cash used in operating activities ( 12,110 ) ( 7,214 )

CASH FLOWS FROM INVESTING ACTIVITIES:

7 unchanged sentences

Repayments of debt principal ( 1,695 ) ( 1,628 )

Proceeds from issuance of debt 229,472 49,959

Retirement of debt obligations ( 180,239 ) —

Deferred financing costs ( 2,044 ) —

1 unchanged sentence

Net cash used in financing activities ( 33,873 ) ( 107,286 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 102,743 ) 139,177

Cash and cash equivalents - beginning of the period 412,565 343,849

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 55,303 ) ( 241,193 )

Cash and cash equivalents - beginning of period 232,624 412,565

CASH AND CASH EQUIVALENTS - END OF PERIOD $ 177,321 $ 171,372

13 unchanged sentences

Net income — — — — 46,742 — 46,742

Other comprehensive income — — — — — 1,551 1,551

Balance - March 31, 2024 $ — $ 18 $ ( 295,396 ) $ 1,205,693 $ 502,304 $ 16,529 $ 1,429,148

Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — 1,299 — — 1,299

Stock-based incentive compensation — — — 7,608 — — 7,608

Purchase of company stock and related tax effects — — ( 78,768 ) — — — ( 78,768 )

Net income — — — — 53,043 — 53,043

Other comprehensive loss — — — — — ( 2,398 ) ( 2,398 )

Balance - June 30, 2024 $ — $ 18 $ ( 374,164 ) $ 1,214,600 $ 555,347 $ 15,630 $ 1,411,431

Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — ( 948 ) — — ( 948 )

Stock-based incentive compensation — — — 10,407 — — 10,407

Purchase of company stock and related tax effects — — ( 42,388 ) — — — ( 42,388 )

Net income — — — — 53,856 — 53,856

Other comprehensive loss — — — — — ( 6,127 ) ( 6,127 )

Balance - September 30, 2024 $ — $ 18 $ ( 416,552 ) $ 1,224,059 $ 609,203 $ 9,503 $ 1,426,231

Balance - March 31, 2025 $ — $ 18 $ ( 608,711 ) $ 1,234,800 $ 716,078 $ 8,649 $ 1,350,834

Balance - December 31, 2025 $ — $ 18 $ ( 818,201 ) $ 1,263,549 $ 876,921 $ 4,106 $ 1,326,393

5 unchanged sentences

Balance - March 31, 2026 $ — $ 18 $ ( 835,740 ) $ 1,261,153 $ 922,264 $ 3,374 $ 1,351,069

Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — ( 33 ) — — ( 33 )

Stock-based incentive compensation — — — 10,712 — — 10,712

Purchase of company stock and related tax effects — — ( 50,404 ) — — — ( 50,404 )

Net income — — — — 50,523 — 50,523

Other comprehensive loss — — — — — ( 1,684 ) ( 1,684 )

Balance - June 30, 2025 $ — $ 18 $ ( 659,115 ) $ 1,245,479 $ 766,601 $ 6,965 $ 1,359,948

Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — 310 — — 310

Stock-based incentive compensation — — — 11,125 — — 11,125

Purchase of company stock and related tax effects — — ( 63,077 ) — — — ( 63,077 )

Net income — — — — 51,816 — 51,816

Other comprehensive loss — — — — — ( 1,463 ) ( 1,463 )

Balance - September 30, 2025 $ — $ 18 $ ( 722,192 ) $ 1,256,914 $ 818,417 $ 5,502 $ 1,358,659

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

2 unchanged sentences

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 74 with ambulatory infusion suites.

Corporate Organization and Business — Option Care Health, and its wholly-owned subsidiaries, provide infusion therapy and other ancillary health care services through a national network of 87 full service pharmacies, including 73 with ambulatory infusion suites.

Additionally, the Company has 111 stand-alone ambulatory infusion suites, including 28 with advanced practitioner capabilities.

1 unchanged sentence

The Company operates in one segment, infusion services.

The Company’s stock is listed on the Nasdaq Global Select Market as of September 30, 2025.

The Company’s stock is listed on the Nasdaq Global Select Market as of March 31, 2026, under the stock ticker OPCH.

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States and contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for interim financial reporting.

9 unchanged sentences

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 September 30, 2025, cash equivalents consisted of money market funds.

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 $ 28.4 million and $ 54.4 million as of September 30, 2025 and December 31, 2024, respectively.

As of March 31, 2026, cash equivalents consisted of money market funds.

Accounts Receivable — The Company’s accounts receivable are reported at the net realizable value 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 commercial payers.

Included in accounts receivable are earned but unbilled gross receivables of $ 142.4 million and $ 155.1 million as of March 31, 2026 and December 31, 2025, respectively.

As revenue and the associated receivable are recognized upon delivery of the goods, there may be delays between delivery and therapy administration.

Billings occur after therapy administration.

Subsequent billing delays can range from one day up to several weeks due to the timing of therapy administration, the timing of obtaining certain required payer-specific documentation from internal and external sources, and payer-specific billing requirements which may delay billing until therapy completion.

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 $ 41.0 million and $ 35.3 million as of March 31, 2026 and December 31, 2025, respectively.

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 condensed consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, the balance of the investments was $ 27.7 million and $ 24.5 million, respectively.

As of March 31, 2026 and December 31, 2025, the balance of the investments was $ 29.6 million and $ 27.9 million, respectively.

The balance of these investments is increased to reflect the Company’s capital contributions and equity in earnings of the investees.

1 unchanged sentence

The Company’s proportionate share of earnings or losses of the investees is recorded in equity in earnings of joint ventures in the accompanying unaudited condensed consolidated statements of comprehensive income.

The Company’s proportionate share of earnings was $ 2.2 million and $ 5.3 million for the three and nine months ended September 30, 2025, respectively.

The Company’s proportionate share of earnings was $ 1.4 million and $ 3.9 million for the three and nine months ended September 30, 2024, respectively.

The Company’s proportionate share of earnings was $ 1.7 million for the three months ended March 31, 2026 and 2025.

Distributions from the investees are treated as cash inflows from operating activities in the unaudited condensed consolidated statements of cash flows.

During the three and nine months ended September 30, 2025, the Company received distributions from the investees of $ 0.5 million and $ 2.1 million, respectively.

During the three and nine months ended September 30, 2024, the Company received distributions from the investees of $ 0.5 million and $ 1.3 million, respectively.

During the three months ended March 31, 2026 and 2025, the Company did not receive any distributions from the investees.

See Note 16, Related-Party Transactions , for discussion of related-party transactions with these investees.

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 % for the three and nine months ended September 30, 2025.

Revenue related to the Company’s largest payer was approximately 15 % for the three and nine months ended September 30, 2024.

Revenue related to the Company’s largest payer was approximately 14 % and 15 % for the three months ended March 31, 2026 and 2025, respectively.

There were no other managed care contracts that represent greater than 10% of revenue for the periods presented.

For the three and nine months ended September 30, 2025, approximately 12 % of the Company’s revenue was reimbursable through direct government healthcare programs, such as Medicare and Medicaid.

For the three and nine months ended September 30, 2024, approximately 11 % and 12 %, respectively, of the Company’s revenue was reimbursable through direct government healthcare programs, such as Medicare and Medicaid.

As of September 30, 2025 and December 31, 2024, approximately 11 % of the Company’s accounts receivable was related to these programs.

For the three months ended March 31, 2026 and 2025, approximately 13 % and 12 %, respectively, of the Company’s revenue was reimbursable through direct government healthcare programs, such as Medicare and Medicaid.

As of March 31, 2026 and December 31, 2025, approximately 11 % and 13 %, 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.

2 unchanged sentences

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, concentration of credit risk relating to trade accounts receivable is limited due to the Company’s diversity of patients and payers.

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 three and nine months ended September 30, 2025 , approximately 66 % and 67 %, respectively, of the Company’s pharmaceutical and medical supply purchases were from four vendors.

For the three and nine months ended September 30, 2024, approximately 68 % and 67 %, respectively, of the Company’s pharmaceutical and medical supply purchases were from four vendors.

Although there are a limited number of suppliers, the Company believes that other vendors could provide similar products on comparable terms for most products.

For the three months ended March 31, 2026 and 2025, approximately 67 % and 66 %, respectively, 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 the Company believes they are available in sufficient quantities to meet the needs of the Company and its 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.

4 unchanged sentences

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 three months ended September 30, 2025.

The following is a preliminary estimate of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of September 30, 2025, which remains open for accounts receivable, net (in thousands):

The following is a final allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, (in thousands):

Accounts receivable, net $ 9,240

12 unchanged sentences

(2) Goodwill is attributable to cost synergies from procurement and operational efficiencies and elimination of duplicative administrative costs.

The following table sets forth the net revenue earned by category of payer for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table sets forth the net revenue earned by category of payer for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Commercial payers $ 1,144,906 $ 1,144,932

2 unchanged sentences

Net revenue $ 1,350,654 $ 1,332,972

During the three and nine months ended September 30, 2025, the Company recorded tax expense of $ 17.2 million and $ 52.3 million, respectively, which represents an effective tax rate of 24.9 % and 26.0 %, respectively.

The variance in the Company’s effective tax rate of 24.9 % and 26.0 % for the three and nine months ended September 30, 2025, respectively, compared to the federal statutory rate of 21%, is primarily attributable to the difference between federal and state tax rates and various non-deductible expenses.

During the three and nine months ended September 30, 2024, the Company recorded tax expense of $ 19.7 million and $ 50.9 million, respectively, which represents an effective tax rate of 26.8 % and 25.1 %, respectively.

The variance in the Company’s effective tax rate of 26.8 % and 25.1 % for the three and nine months ended September 30, 2024, respectively, compared to the federal statutory rate of 21%, is primarily attributable to the difference between federal and state tax rates, various non-deductible expenses, and a change in state valuation allowance.

During the nine months ended September 30, 2024, the Company released $ 2.2 million of state valuation allowance.

During the three months ended March 31, 2026 and 2025, the Company recorded tax expense of $ 15.7 million and $ 16.8 million, respectively, which represents an effective tax rate of 25.7 % and 26.5 %, respectively.

The variance in the Company’s effective tax rate of 25.7 % and 26.5 % for the three months ended March 31, 2026 and 2025, respectively, compared to the federal statutory rate of 21.0%, as well as year-over-year changes, was primarily attributable to state taxes in multiple jurisdictions and various non-deductible expenses.

The Company maintains a valuation allowance of $ 2.8 million against certain state net operating losses.

1 unchanged sentence

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.

In making this assessment, 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, the Company considers the scheduled reversal of deferred tax liabilities, including the effect of available carryback and carryforward periods, projected taxable income, and tax-planning strategies.

On a quarterly basis, the Company evaluates all positive and negative evidence in determining if the valuation allowance is fairly stated.

The Company’s tax expense of $ 17.2 million and $ 52.3 million for the three and nine months ended September 30, 2025, respectively, consists of quarterly federal and state tax liabilities as well as recognized deferred federal and state tax expense.

The Company’s tax expense of $ 19.7 million and $ 50.9 million for the three and nine months ended September 30, 2024, respectively, consists of quarterly federal and state tax liabilities as well as recognized deferred federal and state tax expense.

The Company’s tax expense of $ 15.7 million and $ 16.8 million for the three months ended March 31, 2026 and 2025, respectively, consists of quarterly federal and state tax liabilities as well as recognized deferred federal and state tax expense.

The Company has accumulated federal net operating loss carryovers that are subject to one or more Internal Revenue Code (“Code”) Section 382 limitations.

3 unchanged sentences

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 unaudited condensed financial statements for the nine months ended September 30, 2025, and there is no material impact on its unaudited condensed consolidated financial statements and related disclosures.

The Company has reflected the applicable provisions of the OBBBA into its unaudited condensed consolidated financial statements for the three months ended March 31, 2026, and there is no material impact on the Company’s effective tax rate.

EARNINGS PER SHARE

3 unchanged sentences

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 three and nine months ended September 30, 2025 and 2024 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 computation of diluted shares for the three months ended March 31, 2026 and 2025 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:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Stock option awards 54,182 702,287

2 unchanged sentences

The following table presents the Company’s basic earnings per share and shares outstanding (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 45,343 $ 46,742

3 unchanged sentences

The following table presents the Company’s diluted earnings per share and shares outstanding (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 45,343 $ 46,742

4 unchanged sentences

Earnings per common share, diluted $ 0.29 $ 0.28

During the three and nine months ended September 30, 2025, the Company incurred operating lease expenses of $ 8.9 million and $ 26.0 million, respectively, including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income.

During the three and nine months ended September 30, 2024, the Company incurred operating lease expenses of $ 8.6 million and $ 25.3 million, respectively, including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income.

As of September 30, 2025 and December 31, 2024 , the weighted-average remaining lease term was 6.6 years and 6.5 years, respectively, and the weighted-average discount rate was 6.94 % and 6.56 %, respectively.

During the three months ended March 31, 2026 and 2025, the Company incurred operating lease expenses of $ 10.4 million and $ 8.2 million, respectively, including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income.

As of March 31, 2026 and December 31, 2025 , the weighted-average remaining lease term was 6.4 years and 6.5 years, respectively, and the weighted-average discount rate was 6.99 % and 6.97 %, respectively.

Operating leases mature as follows (in thousands):

Fiscal Year Ended December 31, Minimum Payments

2026 $ 23,534

Thereafter 42,111

2 unchanged sentences

Present value of lease liabilities $ 110,351

During the nine months ended September 30, 2025 and 2024, the Company commenced new leases, extensions and amendments, resulting in non-cash operating activities in the unaudited condensed consolidated statements of cash flows o f $ 23.0 million and $ 23.0 million, respectively, re lated to increases in the operating lease right-of-use assets and operating lease liabilities.

As of September 30, 2025, the Company did not have any significant operating or financing leases that had not yet commenced.

During the three months ended March 31, 2026 and 2025, the Company commenced new leases, extensions and amendments, resulting in non-cash operating activities in the unaudited condensed consolidated statements of cash flows o f $ 3.7 million and $ 10.8 million, respectively, re lated to the increases in the operating lease right-of-use assets and operating lease liabilities.

As of March 31, 2026, the Company did not have any significant operating or financing leases that had not yet commenced.

PROPERTY AND EQUIPMENT

Property and equipment was as follows as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

Property and equipment was as follows as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Infusion pumps $ 35,680 $ 36,497

9 unchanged sentences

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 three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table presents the amount of depreciation expense recorded in cost of revenue and operating expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Depreciation expense in cost of revenue $ 748 $ 627

2 unchanged sentences

GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill consist of the following for the three and nine months ended September 30, 2025 (in thousands):

There was no change in the carrying amount of goodwill for the three months ended March 31, 2026.

Changes in the carrying amount of goodwill consist of the following for the three months ended March 31, 2025 (in thousands):

Balance at December 31, 2024 $ 1,540,246

1 unchanged sentence

Balance at March 31, 2025 $ 1,605,930

Purchase accounting adjustments ( 75 )

Balance at June 30, 2025 $ 1,605,855

Purchase accounting adjustments 791

Balance at September 30, 2025

There was no change in the carrying amount of goodwill for the three and nine months ended September 30, 2024.

The carrying amount and accumulated amortization of intangible assets consist of the following as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

The carrying amount and accumulated amortization of intangible assets consist of the following as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Gross intangible assets:

9 unchanged sentences

Total intangible assets, net $ 299,908 $ 309,178

Amortization expense for intangible assets was $ 9.3 million and $ 27.7 million for the three and nine months ended September 30, 2025, respectively.

Amortization expense for intangible assets was $ 8.6 million and $ 25.8 million for the three and nine months ended September 30, 2024, respectively.

Long-term debt consisted of the following as of September 30, 2025 (in thousands):

Amortization expense for intangible assets was $ 9.3 million and $ 9.1 million for the three months ended March 31, 2026 and 2025, respectively.

Long-term debt consisted of the following as of March 31, 2026 (in thousands):

Principal Amount Discount Debt Issuance Costs Net Balance

13 unchanged sentences

Total long-term debt $ 1,154,052

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”).

The Fourth Amendment, among other things, (i) refinances the existing term loans under the Credit Agreement 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.

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 Unsecured Notes due 2029 (the “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 unaudited condensed 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 unaudited condensed 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.

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 unaudited condensed consolidated statements of cash flows.

The interest rate on the First Lien Term Loan was 5.89 % and 6.82 % as of September 30, 2025 and December 31, 2024, respectively.

The weighted average interest rate incurred on the First Lien Term Loan was 6.51 % and 6.56 % for the three and nine months ended September 30, 2025, respectively.

The weighted average interest rate incurred on the First Lien Term Loan

was 7.56 % and 7.84 % for the three and nine months ended September 30, 2024, respectively.

On March 30, 2026, the Company entered into the fifth amendment (the “Fifth Amendment”) to the amended and restated First Lien Credit Agreement (the “Credit Agreement”) dated as of October 27, 2021.

The Fifth Amendment, among other things, increases the existing revolving credit commitments under the Credit Agreement (the “Revolver Facility”) by $ 450.0 million, resulting in an aggregate capacity amount of $ 850.0 million.

The interest rate on the Company’s term loan (the “First Lien Term Loan”) was 5.42 % and 5.67 % as of March 31, 2026 and December 31, 2025, respectively.

The weighted average interest rate incurred on the First Lien Term Loan was 5.44 % and 6.58 % for the three months ended March 31, 2026 and 2025, respectively.

The First Lien Term Loan matures on September 22, 2032.

The interest rate on the Senior Notes was 4.375 % as of September 30, 2025 and December 31, 2024.

The weighted average interest rate incurred on the Senior Notes was 4.375 % for the three and nine months ended September 30, 2025 and 2024.

The interest rate on the Senior Unsecured Notes (the “Senior Notes”) was 4.375 % as of March 31, 2026 and December 31, 2025.

The weighted average interest rate incurred on the Senior Notes was 4.375 % for the three months ended March 31, 2026 and 2025.

The Senior Notes mature on October 31, 2029.

As of September 30, 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 March 31, 2026, the Company had $ 4.0 million of undrawn letters of credit issued and outstanding, resulting in net borrowing availability under the Revolver Facility of $ 846.0 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.

3 unchanged sentences

Total $ 1,174,610

During the three and nine months ended September 30, 2025 and 2024, the Company engaged in hedging activities to limit its exposure to changes in interest rates.

During the three months ended March 31, 2026 and 2025, the Company engaged in hedging activities to limit its exposure to changes in interest rates.

See Note 11, Derivative Instruments , for further discussion.

The following table presents the estimated fair values of the Company’s debt obligations as of September 30, 2025 (in thousands):

Financial Instrument Carrying Value as of September 30, 2025

Markets for Identical Item (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

The following table presents the estimated fair values of the Company’s debt obligations as of March 31, 2026 (in thousands):

Financial Instrument Carrying Value as of March 31, 2026

Markets for Identical Item (Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs (Level 3)

First Lien Term Loan $ 665,450 $ — $ 677,174 $ —

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Fair Value - Derivatives in Asset Position

Derivative Balance Sheet Caption September 30, 2025 December 31, 2024

Derivative Balance Sheet Caption March 31, 2026 December 31, 2025

Interest rate cap designated as cash flow hedge Prepaid expenses and other current assets $ 4,530 $ 5,501

Interest rate cap designated as cash flow hedge Other noncurrent assets 842 6,680

Total derivative assets $ 7,360 $ 14,714

The gain and loss associated with the changes in the fair value of the effective portion of the hedging instrument is recorded in other comprehensive (loss) income.

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The following table presents the pre-tax (loss) gain from derivative instruments recognized in other comprehensive (loss) income in the Company’s unaudited condensed consolidated statements of comprehensive income (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Derivative 2026 2025

Interest rate cap designated as cash flow hedge $ ( 971 ) $ ( 3,181 )

The following table presents the amount and location of pre-tax income recognized in the Company’s unaudited condensed consolidated statements of comprehensive income related to the Company’s derivative instruments (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

The following table presents the amount and location of pre-tax income (loss) recognized in the Company’s unaudited condensed consolidated statements of comprehensive income related to the Company’s derivative instruments (in thousands):

Three Months Ended March 31,

Derivative Income Statement Caption 2026 2025

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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 condensed consolidated balance sheets (Level 1 inputs).

There were no other material assets or liabilities measured at fair value at September 30, 2025 and December 31, 2024.

There were no other material assets or liabilities measured at fair value at March 31, 2026 and December 31, 2025.

COMMITMENTS AND CONTINGENCIES

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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 condensed consolidated balance sheets.

However, substantial unanticipated verdicts, fines, and rulings may occur.

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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.

The Company had stock options, restricted stock units and performance stock units outstanding related to the 2018 Plan as of September 30, 2025 and December 31, 2024.

During the three and nine months ended September 30, 2025, total stock-based incentive compensation expense recognized by the Company related to the 2018 Plan was $ 11.1 million and $ 30.6 million, respectively.

During the three and nine months ended September 30, 2024, total stock-based incentive compensation expense recognized by the Company related to the 2018 Plan was $ 10.4 million and $ 27.6 million, respectively.

The Company had stock options, restricted stock units and performance stock units outstanding related to the 2018 Plan as of March 31, 2026 and 2025.

During the three months ended March 31, 2026 and 2025, total stock-based incentive compensation expense recognized by the Company related to the 2018 Plan was $ 10.2 million and $ 8.8 million, respectively.

STOCKHOLDERS’ EQUITY

Warrants — As of September 30, 2025 and December 31, 2024, the Company had warrants outstanding which entitle holders to purchase an immaterial number of shares of common stock.

Share Repurchase Program — The Company’s Board of Directors approved a share repurchase program of up to an aggregate $ 500.0 million of common stock of the Company.

Warrants — As of March 31, 2026 and December 31, 2025, the Company had warrants outstanding which entitle holders to purchase an immaterial number of shares of common stock.

Share Repurchase Program — The Company’s Board of Directors authorized a share repurchase program of up to an aggregate $ 1.0 billion 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 three and nine months ended September 30, 2025, the Company purchased 2,205,535 and 6,805,621 shares of common stock for an average share price of $ 28.32 and $ 31.22 , totaling $ 62.5 million and $ 212.5 million, respectively.

During the three and nine months ended September 30, 2024, the Company purchased 1,399,674 and 5,317,183 shares of common stock for an average share price of $ 29.97 and $ 30.09 , totaling $ 41.9 million and $ 160.0 million, respectively.

During the three months ended March 31, 2026 and 2025, the Company purchased 528,981 and 3,046,215 shares of common stock for an average share price of $ 33.16 and $ 32.83 , totaling $ 17.5 million and $ 100.0 million, respectively.

All repurchased shares became treasury stock.

As of September 30, 2025, the Company is authorized to repurchase up to a remaining $ 287.5 million of common stock of the Company.

Shares Outstanding — The following table shows the Company’s changes in shares of common stock for the three and nine months ended September 30, 2025 and 2024 (in thousands):

As of March 31, 2026, the Company is authorized to repurchase up to a remaining $ 675.0 million of common stock of the Company.

Shares Outstanding — The following table shows the Company’s changes in shares of common stock for the three months ended March 31, 2026 and 2025 (in thousands):

Balance, beginning of the year 156,858 166,261

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Share repurchases ( 529 ) ( 3,046 )

Balance March 31, 163,744 173,816

Equity award issuances 104 261

Share repurchases ( 1,554 ) ( 2,666 )

Balance June 30, 162,294 171,411

Equity award issuances 20 135

Share repurchases ( 2,206 ) ( 1,400 )

Balance September 30, 160,108 170,146

Balance at March 31, 156,988 163,744

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 $ 1.9 million and $ 5.6 million for the three and nine months ended September 30, 2025, respectively.

The Company recorded management fee income of $ 1.6 million and $ 4.5 million for the three and nine months ended September 30, 2024, respectively.

The Company recorded management fee income of $ 1.9 million and $ 1.8 million for the three months ended March 31, 2026 and 2025, respectively.

Management fees are recorded in net revenues in the accompanying unaudited condensed consolidated statements of comprehensive income.

During the three and nine months ended September 30, 2025, the Company received distributions from the investees of $ 0.5 million and $ 2.1 million, respectively.

During the three and nine months ended September 30, 2024, the Company received distributions from the investees of $ 0.5 million and $ 1.3 million, respectively.

The Company had amounts due from its joint ventures of $ 0.6 million and due to its joint ventures of $ 0.5 million as of September 30, 2025.

The Company had amounts due to its joint ventures of $ 1.4 million as of December 31, 2024.

Receivables were included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets.

Payables were included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

During the three months ended March 31, 2026 and 2025, the Company did not receive any distributions from the investees.

The Company had amounts due to its joint ventures of $ 2.5 million and $ 2.7 million as of March 31, 2026 and December 31, 2025, respectively.

Receivables were included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets, while payables were included in accrued expenses and other current liabilities in the accompanying condensed consolidated 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.

SEGMENT REPORTING

The Company has adopted ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures and has revised prior year disclosures to conform with the current year presentation.

The Company operates as a single reportable segment, infusion services.

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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 how to allocate resources such as capital investments, share repurchases, and acquisitions.

The CODM uses net income as a measure of profitability to assess segment performance and decide 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;

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The following table reflects results of operations of the Company’s reportable segment (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Infusion services net revenue $ 1,326,007 $ 1,311,181

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements