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What changed in Option Care Health, Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Option Care Health, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+178 added192 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-26)

Top changes in Option Care Health, Inc.'s 2025 10-K

178 paragraphs added · 192 removed · 153 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe Company provides a broad therapy portfolio through its network of 92 full-service pharmacies and 93 stand-alone ambulatory infusion suites.
Biggest changeThe Company provides a broad therapy portfolio through a national network of 87 full-service pharmacies, including 73 with ambulatory infusion suites. Additionally, the Company has 109 stand-alone ambulatory infusion suites, including 27 with advanced practitioner capabilities.
Certain provisions of the Food, Drug and Cosmetic Act (“FDCA”) govern the handling and distribution of pharmaceutical products. This law exempts certain pharmaceuticals and medical devices from federal labeling and packaging requirements as long as they are not adulterated or misbranded and are dispensed in accordance with and pursuant to a valid prescription.
Certain provisions of the Federal Food, Drug, and Cosmetic Act (“FDCA”) govern the handling and distribution of pharmaceutical products. This law exempts certain pharmaceuticals and medical devices from federal labeling and packaging requirements as long as they are not adulterated or misbranded and are dispensed in accordance with and pursuant to a valid prescription.
The Company believes it complies in all material respects with all applicable requirements of a non-outsourcing-facility pharmacy. The FDA also regulates certain medical devices, such as infusion pumps, the Company uses to provide its services. In recent years, the FDA has increased its oversight of infusion pumps, resulting in additional requirements around patient education and adverse event reporting.
The Company believes it complies in all material respects with all applicable requirements of a non-outsourcing-facility pharmacy. The FDA also regulates certain medical devices, such as infusion pumps that the Company uses to provide its services. In recent years, the FDA has increased its oversight of infusion pumps, resulting in additional requirements around patient education and adverse event reporting.
The requirements imposed by HIPAA are extensive, and the Company has taken and intends to continue to take steps to ensure its policies and procedures are in material compliance with the applicable provisions. 9 Table of Contents Regulations Food, Drug and Cosmetic Act.
The requirements imposed by HIPAA are extensive, and the Company has taken and intends to continue to take steps to ensure its policies and procedures are in material compliance with the applicable provisions. 9 Table of Contents Regulations Federal Food, Drug, and Cosmetic Act.
Item 1. Business Overview Option Care Health, Inc. (“Option Care Health”, “we”, “us”, “our”, or the “Company”) is the largest independent provider of home and alternate site infusion services through its national network of 185 locations in 43 states. Option Care Health draws on over 40 years of clinical care experience to offer patient-centered, cost-effective infusion therapy.
Item 1. Business Overview Option Care Health, Inc. (“Option Care Health”, “we”, “us”, “our”, or the “Company”) is the largest independent provider of home and alternate site infusion services through its national network of 196 locations in 43 states. Option Care Health draws on over 40 years of clinical care experience to offer patient-centered, cost-effective infusion therapy.
Intellectual Property Option Care Health and its subsidiaries own a variety of trademarks, licenses, and service marks, including but not limited to: “Option Care Health”, “Option Care”, “Critical Care Systems”, “Clinical Specialties”, “BioScrip”, “BioScrip Infusion Services”, “HomeChoice Partners”, “InfuScience”, “InfusionCare”, “Infusion Partners”, “Infusion Solutions”, “New England Home Therapies”, “Professional Home Care Services”, “Wilcox Home Infusion”, “Home Solutions”, Home Solutions Infusion Therapy”, “Naven Health”, “Naven Connect”, “Restore+ by Option Care Health”, “IG Complete+”, “Care Nav+ by Option Care Health”, “BioCure”, “DP Diabetes in Pregnancy Program”, “HP Hypertension in Pregnancy Program”, “NV Nausea and Vomiting Hyperemesis Program”, “PM Prematurity Program”, “Factor Ape”, as well as several others. 7 Table of Contents Suppliers The Company purchases pharmaceuticals and medical supplies directly through pharmaceutical manufacturers, authorized distributors and group purchasing organizations.
Intellectual Property Option Care Health and its subsidiaries own a variety of trademarks, licenses, and service marks, including but not limited to: “Option Care Health”, “Option Care”, “Critical Care Systems”, “Clinical Specialties”, “BioScrip”, “BioScrip Infusion Services”, “HomeChoice Partners”, “InfuScience”, “InfusionCare”, “Infusion Partners”, “Infusion Solutions”, “New England Home Therapies”, “Professional Home Care Services”, “Wilcox Home Infusion”, “Home Solutions”, “Home Solutions Infusion Therapy”, “Naven Health”, “Naven Connect”, “Restore+ by Option Care Health”, “IG Complete+”, “Care Nav+ by Option Care Health”, “BioCure”, “DP Diabetes in Pregnancy Program”, “HP Hypertension in Pregnancy Program”, “NV Nausea and Vomiting Hyperemesis Program”, “PM Prematurity Program”, “Factor Ape”, “Intramed Plus”, “Intramed Plus Infusion and Medical Center”, as well as several others. 7 Table of Contents Suppliers The Company purchases pharmaceuticals and medical supplies directly through pharmaceutical manufacturers, authorized distributors and group purchasing organizations.
The Company provides providers with timely patient clinical support by providing care management related to their patients’ pharmacy needs and improving compliance with therapy protocols. The Company eliminates the need for providers to carry inventories of high-cost prescriptions by distributing the medications directly to patients’ homes. Pharmaceutical Manufacturers.
The Company offers providers timely patient clinical support by providing care management related to their patients’ pharmacy needs and improving compliance with therapy protocols. The Company eliminates the need for providers to carry inventories of high-cost prescriptions by distributing the medications directly to patients’ homes. Pharmaceutical Manufacturers.
Our services are provided in coordination with, and under the direction of, the patient’s physician. Our multidisciplinary team of clinicians, including pharmacists, nurses, dietitians and respiratory therapists, work with the physician to develop a plan of care suited to each patient’s specific needs.
Our services are provided in coordination with, and under the direction of, the patient’s physician. Our multidisciplinary team of clinicians, including pharmacists, nurses, and dietitians, work with the physician to develop a plan of care suited to each patient’s specific needs.
ACHC accreditation is awarded to healthcare organizations that meet regulatory requirements and accreditation standards, and PCAB accreditation offers the most comprehensive compliance solution in the industry based on more than 40 sterile compounding standards in the U.S.
ACHC accreditation is awarded to healthcare organizations that meet regulatory requirements and accreditation standards, and PCAB accreditation offers the most comprehensive compliance solution in the industry based on more than 65 sterile compounding standards in the U.S.
As a national pharmacy provider with broad coverage and clinical expertise of its 92 full-service pharmacies, the Company provides pharmaceutical manufacturers with an extensive distribution channel for its existing and prospective pharmaceutical products.
As a national pharmacy provider with broad coverage and clinical expertise of its 87 full-service pharmacies, the Company provides pharmaceutical manufacturers with an extensive distribution channel for its existing and prospective pharmaceutical products.
No other single payer represented more than 10% of its revenue. The Company also provides services that are directly reimbursable through government healthcare programs such as Medicare and state Medicaid programs. For the year ended December 31, 2024, approximately 12% of the Company’s revenue was reimbursable through direct governmental programs, such as Medicare and Medicaid.
No other single payer represented more than 10% of its revenue. The Company also provides services that are directly reimbursable through government healthcare programs such as Medicare and state Medicaid programs. For the year ended December 31, 2025, approximately 12% of the Company’s revenue was reimbursable through direct government healthcare programs, such as Medicare and Medicaid.
Nursing services are typically billed separately, while other patient support services, such as pharmacy compounding service, delivery service and ancillary medical supplies are reimbursed either separately or on a per diem basis, as applicable. The Company’s largest payer represented approximately 15% of its revenue for the year ended December 31, 2024.
Nursing services are typically billed separately, while other patient support services, such as pharmacy compounding service, delivery service and ancillary medical supplies are reimbursed either separately or on a per diem basis, as applicable. The Company’s largest payer represented approximately 14% of its revenue for the year ended December 31, 2025.
The Company also provides nursing services to support the above therapies, comprised of its nursing team of approximately 2,900 employees, and through its network of sub-contracted nursing agencies. 6 Table of Contents Sales and Marketing The Company’s sales and marketing efforts focus on three primary objectives: (1) building new relationships and expanding existing contracts with managed care organizations; (2) establishing, maintaining and strengthening relationships with local and regional patient referral sources; and (3) maintaining existing and developing new relationships with pharmaceutical manufacturers to gain distribution access as they release new products.
The Company also provides nursing services to support the above therapies, comprised of its nursing team of approximately 2,700 employees, and through its network of sub-contracted nursing agencies. 6 Table of Contents Sales and Marketing The Company’s sales and marketing efforts focus on three primary objectives: (1) building new relationships and expanding existing contracts with managed care organizations; (2) establishing, maintaining and strengthening relationships with local and regional health systems, specialty prescribers, and other patient referral sources; and (3) maintaining existing and developing new relationships with pharmaceutical manufacturers to gain distribution access as they release new products.
The Company offers comprehensive services that align with specific healthcare provider needs and has demonstrated success in improving outcomes across a broad range of therapies through improved clinical-reported patient adherence rates and decreased rates of unplanned hospital readmissions.
The Company offers comprehensive services that align with specific healthcare provider needs and has demonstrated success in improving outcomes across a broad range of therapies through improved clinically reported patient adherence rates and low rates of unplanned hospital readmissions.
The Company’s competitors within the home infusion market include Optum Infusion Pharmacy (a unit of the United Healthcare Insurance Company), Coram CVS/specialty infusion services (a division of CVS Health), Amerita Specialty Pharmacy (a division of BrightSpring Health), KabaFusion, Soleo Health, Vital Care and many smaller regional and local home infusion companies, ambulatory infusion centers, or specialty pharmacies including Accredo, CVS Caremark, Optum Rx, and Orsini.
The Company’s competitors within the home infusion market include Optum Infusion Pharmacy (a unit of UnitedHealth Group), Coram CVS/specialty infusion services (a division of CVS Health), Amerita Specialty Pharmacy (a division of BrightSpring Health), KabaFusion, Soleo Health, Vital Care and many other regional and local home infusion companies, ambulatory infusion centers, or specialty pharmacies including Accredo, CVS Caremark, Optum Rx, and Orsini.
As of December 31, 2024, the Company employed 6,015 persons on a full-time basis and 2,073 persons on a part-time basis. The majority of its part-time employees are clinicians due to the nature and timing of the services the Company provides. Attracting and retaining a highly skilled and diverse team to deliver extraordinary care is a top priority.
As of December 31, 2025, the Company employed 6,528 persons on a full-time basis and 1,738 persons on a part-time basis. The majority of its part-time employees are clinicians due to the nature and timing of the services the Company provides. Attracting and retaining a highly skilled and diverse team to deliver extraordinary care is a top priority.
Under the False Claims Act, the government and private plaintiffs, if any, may recover monetary penalties in the amount of $13,946 to $27,894 per false claim, as well as an amount equal to three times the amount of damages sustained by the government as a result of the false claim.
Under the False Claims Act, the government and private plaintiffs, if any, may recover monetary penalties in the amount of $14,308 to $28,619 per false claim, as well as an amount equal to three times the amount of damages sustained by the government as a result of the false claim.
Removed
For the year ended December 31, 2024, approximately 58% of the Company’s pharmaceutical and medical supply purchases were from three vendors. Although there are a limited number of suppliers, the Company believes that other vendors could provide similar products on comparable terms.
Added
For the year ended December 31, 2025, approximately 68% of the Company’s pharmaceutical and medical supply purchases were from four vendors. Most of the pharmaceuticals 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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn 2013, Congress passed the DQSA, which creates a new category of compounding facilities called outsourcing facilities that are regulated by the FDA. The Company complies with all federal and state regulations, as well as all PCAB Accreditation Standards for Sterile and Non-Sterile Pharmacy Compounding, and pursues accreditation from quality associations.
Biggest changeThe Company complies with all federal and state regulations, as well as all PCAB Accreditation Standards for Sterile and Non-Sterile Pharmacy Compounding, and pursues accreditation from quality associations. The Company believes it complies in all material respects with all applicable requirements of a non-outsourcing-facility pharmacy, as outlined in Section 503A of the FDCA.
Our third amended and restated certificate of incorporation contains provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders.
Our amended and restated certificate of incorporation contains provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders.
Pursuant to our third amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees and stockholders to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, our third amended and restated certificate of incorporation or our bylaws or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that, for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, will not apply to suits to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Pursuant to our amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees and stockholders to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, our amended and restated certificate of incorporation or our bylaws or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that, for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, will not apply to suits to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such cash flow and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service obligations.
These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such cash flow and resources, we could face liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service obligations.
Our third amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Our third amended and restated certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our third amended and restated certificate of incorporation described above.
Our amended and restated certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our amended and restated certificate of incorporation described above.
Adverse economic conditions could also cause employers to stop offering, or limit, healthcare coverage, or modify program designs, shifting more costs to the individual and exposing us to greater credit risk from patients or the discontinuance of therapy. 24 Table of Contents General levels of inflation and specific inflationary pressures may impact areas such as labor, transportation and medical supplies and may persist due to events outside of our control, for example, potential pandemic events, supply chain disruptions, and the broader macroeconomic environment.
Adverse economic conditions could also cause employers to stop offering, or limit, healthcare coverage, or modify program designs, shifting more costs to the individual and exposing us to greater credit risk from patients or the discontinuance of therapy. 22 Table of Contents General levels of inflation and specific inflationary pressures may impact areas such as labor, transportation and medical supplies and may persist due to events outside of our control, for example, potential pandemic events, supply chain disruptions, and the broader macroeconomic environment.
In addition, acts of God and other force majeure events may cause a reduction in our business or increased costs, such as increased costs in our operations as we incur overtime charges or redirect services to other locations, delays in our ability to work with payers, hospitals, physicians and other strategic partners on new business initiatives, and disruption to referral patterns as patients are moved out of facilities affected by such events or are unable to return to sites of service in patients’ homes. 26 Table of Contents Item 1B.
In addition, acts of God and other force majeure events may cause a reduction in our business or increased costs, such as increased costs in our operations as we incur overtime charges or redirect services to other locations, delays in our ability to work with payers, hospitals, physicians and other strategic partners on new business initiatives, and disruption to referral patterns as patients are moved out of facilities affected by such events or are unable to return to sites of service in patients’ homes. 24 Table of Contents Item 1B.
Changes in our relationships with pharmaceutical suppliers, including changes in drug availability or pricing, could adversely affect our business and financial results. We have contractual relationships with pharmaceutical manufacturers to purchase the pharmaceuticals that we dispense.
Changes in our relationships with pharmaceutical manufacturers, including changes in drug availability or pricing, could adversely affect our business and financial results. We have contractual relationships with pharmaceutical manufacturers to purchase the pharmaceuticals that we dispense.
The repurchase program may be suspended or terminated at any time and, even if fully implemented, may not enhance long-term stockholder value. 23 Table of Contents General Risk Factors Pending and future litigation could subject us to significant monetary damages and/or require us to change our business practices. We employ pharmacists, dietitians, nurses and other healthcare professionals.
The repurchase program may be suspended or terminated at any time and, even if fully implemented, may not enhance long-term stockholder value. 21 Table of Contents General Risk Factors Pending and future litigation could subject us to significant monetary damages and/or require us to change our business practices. We employ pharmacists, dietitians, nurses and other healthcare professionals.
For the year ended December 31, 2024, 88% of our revenue came from MCOs and other non-governmental payers, including Medicare Advantage plans, Managed Medicaid plans, pharmacy benefit managers (“PBMs”), and self-pay patients. Many payers seek to limit the number of providers that supply pharmaceuticals to their enrollees in order to build volume that justifies their discounted pricing.
For the year ended December 31, 2025, 88% of our revenue came from MCOs and other non-governmental payers, including Medicare Advantage plans, Managed Medicaid plans, pharmacy benefit managers (“PBMs”), and self-pay patients. Many payers seek to limit the number of providers that supply pharmaceuticals to their enrollees in order to build volume that justifies their discounted pricing.
Should state regulators or the FDA disagree, or should our business practices change to qualify us as an outsourcing facility, there is risk of regulatory action and/or increased resources required to comply with federal requirements imposed pursuant to the Drug Quality & Safety Act (“DQSA”) on outsourcing facilities that could significantly increase our costs or otherwise affect our results of operations.
Should state regulators or the FDA disagree, or should our business practices change to qualify us as an outsourcing facility, there is risk of regulatory action and/or increased resources required to comply with federal requirements imposed pursuant to the Drug Quality & Security Act (“DQSA”) on outsourcing facilities that could significantly increase our costs or otherwise affect our results of operations.
In such an event, we may not have sufficient assets to repay all of our indebtedness. 21 Table of Contents Risks Relating to Our Common Stock Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if it is beneficial to our stockholders.
In such an event, we may not have sufficient assets to repay all of our indebtedness. 20 Table of Contents Risks Relating to Our Common Stock Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if it is beneficial to our stockholders.
Item 1A. Risk Factors Investors should carefully consider the following Company-specific and general risk factors. Company-Specific Risk Factors Our revenue and profitability will decline if the pharmaceutical industry undergoes certain changes, including limiting or discontinuing research, development, production and marketing of the pharmaceuticals that are compatible with the services we provide.
Item 1A. Risk Factors Investors should carefully consider the following Company-specific and general risk factors. Company-Specific Risk Factors Our revenue and profitability could decline if the pharmaceutical industry undergoes certain changes, including limiting or discontinuing research, development, production and marketing of the pharmaceuticals that are compatible with the services we provide.
Among other things, these provisions: allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of stockholders; provide that directors may be removed with or without cause only by the affirmative vote of holders of at least 66 2∕3% of the voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; prohibit stockholder action by written consent; and provide that any amendment, alteration, rescission or repeal of our bylaws or certificate of incorporation by our stockholders will require the affirmative vote of the holders of at least 66 2∕3% of the voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class.
Among other things, these provisions: allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of stockholders and which could depress the price of our common stock; provide that directors may be removed with or without cause only by the affirmative vote of holders of at least 66 2∕3% of the voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; prohibit stockholder action by written consent; and provide that any amendment, alteration, rescission or repeal of our bylaws or certificate of incorporation by our stockholders will require the affirmative vote of the holders of at least 66 2∕3% of the voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class.
These relationships may be important to our business and growth prospects. However, we may not be able to maintain these relationships or develop new strategic alliances. Our business depends on our information systems. A cyber-attack, security breach or our inability to effectively integrate, manage and keep our information systems secure and operational could disrupt our operations.
These relationships may be important to our business and growth prospects. However, we may not be able to maintain these relationships or develop new strategic alliances. Our business depends upon our information systems. A cyber-attack, security breach or our inability to effectively integrate, manage and keep our information systems secure and operational could disrupt our operations.
Our insurance coverage also includes property and business interruption liability, cyber liability, clinical trials liability, crime liability, auto liability, intercompany transit liability, workers’ compensation, employers’ liability, executive liability policies (employment practices liability, fiduciary liability, directors’ and officers’ liability), umbrella/excess liability and general liability with varying limits.
Our insurance coverage also includes property and business interruption liability, cyber liability, clinical trials liability, crime liability, auto liability, intercompany transit liability, workers’ compensation, employers’ liability, executive liability policies (employment practices liability, fiduciary liability, directors’ and officers’ liability), umbrella/excess liability, storage tank liability and general liability with varying limits.
These results could have a material adverse effect on our business and financial condition, results of operations and cash flows. 18 Table of Contents If any of our pharmacies fail to comply with the conditions of participation in the Medicare program, that pharmacy could be terminated from Medicare, which could adversely affect our consolidated financial statements.
These results could have a material adverse effect on our business and financial condition, results of operations and cash flows. If any of our pharmacies fail to comply with the conditions of participation in the Medicare program, that pharmacy could be terminated from Medicare, which could adversely affect our consolidated financial statements.
Any failure to comply with applicable regulatory requirements could result in significant legal and financial exposure, damage our reputation, and have a material adverse effect on our business operations, financial condition and results of operations. Federal actions and legislation may reduce reimbursement rates from governmental payers and adversely affect our results of operations.
Any failure to comply with applicable regulatory requirements could result in significant legal and financial exposure, damage our reputation, and have a material adverse effect on our business operations, financial condition and results of operations. 16 Table of Contents Federal actions and legislation could reduce reimbursement rates from governmental payers and adversely affect our results of operations.
At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, reputational harm and security risks.
The use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, reputational harm and security risks.
Because of the significance of our goodwill, any future impairment could result in material non-cash charges to our results of operations, which could have an adverse effect on our financial condition and results of operations. A significant change in, or noncompliance with, governmental regulations and other legal requirements could have a material adverse effect on our reputation and profitability.
Because of the significance of our goodwill, any future impairment could result in material non-cash charges to our results of operations, which could have an adverse effect on our results of operations. 15 Table of Contents A significant change in, or noncompliance with, governmental regulations and other legal requirements could have a material adverse effect on our reputation and profitability.
Although we have taken steps to protect the security of our information technology systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or damage or the improper access or disclosure of personal health information or personally identifiable information such as in the event of cyber-attacks.
Although we have taken steps to protect the security of our information technology systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or damage or the improper access or disclosure of personal health information or personally identifiable information such as in the event of a cyber-attack or employee error or misuse of the system.
In addition, from time to time, CMS revises the reimbursement systems used to reimburse healthcare providers, which may result in reduced Medicare payments. Most recently, the Inflation Reduction Act of 2022 (the “IRA”) granted CMS the authority to negotiate drug prices under Medicare Part D, with price controls taking effect in 2026.
In addition, from time to time, CMS revises the reimbursement systems used to reimburse healthcare providers, which may result in reduced Medicare payments. Most recently, the Inflation Reduction Act of 2022 (the “IRA”) granted CMS the authority to negotiate drug prices under Medicare Part D.
The loss of a payer relationship could significantly reduce the number of patients we serve and have a material adverse effect on our revenue and net income, and a reduction in pricing could reduce our gross margins and net income. The healthcare industry is highly competitive. The healthcare industry is highly competitive.
The loss of a payer relationship could significantly reduce the number of patients we serve and have a material adverse effect on our revenue and net income, and a reduction in pricing could reduce our gross margins and net income.
We compete directly with national, regional and local healthcare providers. There are many other companies and individuals currently providing healthcare services that we provide, many of which have been in business longer and/or have substantially more resources. Other companies could enter the healthcare industry in the future and divert some or all of our business.
There are many other companies and individuals currently providing healthcare services that we provide, many of which have been in business longer and/or have substantially more resources. Other companies could enter the healthcare industry in the future and divert some or all of our business.
We develop new services from time to time to assist our clients. If we are unsuccessful in developing innovative services, our ability to attract new clients and retain existing clients may suffer.
We operate in a highly competitive environment. We develop new services from time to time to assist our clients. If we are unsuccessful in developing innovative services, our ability to attract new clients and retain existing clients may suffer.
For the year ended December 31, 2024, approximately 58% of our pharmaceutical and medical supply purchases were from three vendors. Most of the pharmaceuticals that we purchase are available from multiple sources, and we believe they are available in sufficient quantities to meet our needs and the needs of our patients.
For the year ended December 31, 2025, approximately 68% of our pharmaceutical and medical supply purchases were from four vendors. Most of the pharmaceuticals 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.
As of December 31, 2024, we had $1,131.6 million of outstanding borrowings, including (i) $631.6 million under our First Lien Term Loan (as defined herein) and (ii) $500.0 million under our 4.375% Senior Unsecured Notes due 2029 (the “Senior Notes”).
As of December 31, 2025, we had $1,176.3 million of outstanding borrowings, including (i) $676.3 million under our First Lien Term Loan (as defined herein) and (ii) $500.0 million under our 4.375% Senior Unsecured Notes due 2029 (the “Senior Notes”).
The 21st Century Cures Act (the “Cures Act”) significantly reduced the amount paid by Medicare for drug costs, while delaying the implementation of a clinical services payment, although Congress also passed a temporary transitional service payment that took effect January 1, 2019.
The Affordable Care Act provides for material reductions in the growth of Medicare program spending. The 21st Century Cures Act (the “Cures Act”) significantly reduced the amount paid by Medicare for drug costs, while delaying the implementation of a clinical services payment, although Congress also passed a temporary transitional service payment that took effect January 1, 2019.
In addition, where labor shortages arise in markets in which we operate, we have faced higher costs to attract personnel and we have had to provide them with more attractive benefit packages than originally anticipated or are being paid in other markets where such shortages do not exist at the time.
We may not be successful in any of these areas. 14 Table of Contents In addition, where labor shortages arise in markets in which we operate, we have faced higher costs to attract personnel and we have had to provide them with more attractive benefit packages than originally anticipated or are being paid in other markets where such shortages do not exist at the time.
Although the financing documents governing our indebtedness contain covenants and restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions, including secured debt, could be substantial.
Although the financing documents governing our indebtedness contain covenants and restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions, including secured debt, could be substantial. Adding additional debt to current debt levels could exacerbate the leverage-related risks described above.
In recent years, Congress has passed legislation reducing payments to healthcare providers. The Budget Control Act of 2011, as amended, requires automatic spending reductions to reduce the federal deficit, including Medicare spending reductions of up to 2% per fiscal year that extend through 2027.
In recent years, Congress has passed legislation reducing payments to healthcare providers. The Budget Control Act of 2011, as amended, requires automatic spending reductions to reduce the federal deficit, including Medicare spending reductions of up to 2% per fiscal year that extend through 2027. CMS began imposing a 2% reduction on Medicare claims on April 1, 2013.
As a result, we are often required to compete for personnel with other healthcare systems and our competitors. Our ability to attract, train and retain personnel depends on several factors, including our ability to provide them with engaging assignments and competitive salaries and benefits. We may not be successful in any of these areas.
As a result, we are often required to compete for personnel with other healthcare systems and our competitors. Our ability to attract, train and retain personnel depends on several factors, including our ability to provide them with engaging assignments and competitive salaries and benefits.
Any of the foregoing could also cause investors to lose confidence in our reported financial information and in us and would likely result in a decline in the market price of our stock and in our ability to raise additional financing if needed in the future. Acts of God, such as major weather disturbances, could disrupt our business.
Any of the foregoing could also cause investors to lose confidence in our reported financial information and in us and would likely result in a decline in the market price of our stock and in our ability to raise additional financing if needed in the future.
Our information technology infrastructure includes hosting services provided by third parties. While we believe these third parties are high-performing organizations with secure platforms and customary certifications, they could suffer a security breach or business interruption, which in turn could impact our operations negatively. In addition, changes in pricing terms charged by our technology vendors may adversely affect our financial performance.
Our information technology infrastructure includes hosting services provided by third parties. While we believe these third parties are high-performing organizations with secure platforms and customary certifications, they could suffer a security breach or business interruption, which in turn could impact our operations negatively.
If the carrying amount of a reporting unit exceeds its estimated fair value, a goodwill impairment loss is recognized in an amount equal to the excess to the extent of the goodwill balance.
We estimate the fair value of our reporting units using the income approach. If the carrying amount of a reporting unit exceeds its estimated fair value, a goodwill impairment loss is recognized in an amount equal to the excess to the extent of the goodwill balance.
Current or future healthcare reform and deficit reduction efforts, changes in other laws or regulations affecting government healthcare programs, changes in the administration of government healthcare programs and changes in payment rates by Third-Party Payers could have a material, adverse effect on our financial position and results of operations. 17 Table of Contents Delays in reimbursement may adversely affect our liquidity, cash flows and results of operations.
Current or future healthcare reform and deficit reduction efforts, changes in other laws or regulations affecting government healthcare programs, changes in the administration of government healthcare programs and changes in payment rates by Third-Party Payers could have a material, adverse effect on our financial position and results of operations.
We maintain our information technology systems with safeguards against cyber-attacks including passive intrusion protection, firewalls and virus detection software. In addition, we provide our employees with extensive training on best ways to protect our patient information, including, among others, avoiding phishing emails and sharing access to sensitive information on a need-only basis.
We maintain our information technology systems with safeguards against cyber-attacks including intrusion prevention and detection, firewalls and continuous monitoring of our environment for viruses and malware. In addition, we provide our employees with extensive training on best ways to protect our patient information, including, among others, avoiding phishing emails and sharing access to sensitive information on a need-only basis.
We are subject to pricing pressures and other risks involved with Third-Party Payers. Competition to provide healthcare services, efforts by traditional Third-Party Payers to contain or reduce healthcare costs, and the increasing influence of managed care payers such as HMOs, has resulted in reduced rates of reimbursement for home infusion and specialty pharmacy services.
Competition to provide healthcare services, efforts by traditional Third-Party Payers to contain or reduce healthcare costs, and the increasing influence of managed care payers such as HMOs, have resulted in reduced rates of reimbursement for home infusion and specialty pharmacy services.
For example, in anticipation of major weather events, patients with impaired health may be moved to alternate sites. After a major weather event, availability of electricity, clean water and transportation can impact our ability to provide service in patients’ homes. Additionally, such events could impact key suppliers or vendors, disrupting the services or materials they provide to us.
After a major weather event, availability of electricity, clean water and transportation can impact our ability to provide service in patients’ homes. Additionally, such events could impact key suppliers or vendors, disrupting the services or materials they provide to us.
As such, we evaluate on at least an annual basis whether events and circumstances indicate that all or some of the carrying value of goodwill is no longer recoverable, in which case we would recognize the unrecoverable goodwill as a charge against our earnings. The Company completes its goodwill impairment test annually in the fourth quarter on a qualitative basis.
We may not realize the full value of this goodwill. As such, we evaluate on at least an annual basis whether events and circumstances indicate that all or some of the carrying value of goodwill is no longer recoverable, in which case we would recognize the unrecoverable goodwill as a charge against our earnings.
Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack, or damage.
Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack, or damage as well as the development of a company culture of security and data protection.
If the fair value is more likely than not less than the carrying value, a quantitative assessment will be performed. When evaluating goodwill for potential impairment on a quantitative basis, we compare the fair value of our reporting units to their respective carrying amounts. We estimate the fair value of our reporting units using the income approach.
The Company completes its goodwill impairment test annually in the fourth quarter on a qualitative basis. If the fair value is more likely than not less than the carrying value, a quantitative assessment will be performed. When evaluating goodwill for potential impairment on a quantitative basis, we compare the fair value of our reporting units to their respective carrying amounts.
The forum selection clause in our third amended and restated certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
The forum selection clause in our amended and restated certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. We cannot guarantee that our stock repurchase program will enhance long-term stockholder value.
Any changes to these relationships, including, but not limited to, the loss of a manufacturer relationship, drug shortages or changes in pricing, could have an adverse effect on our business and financial results.
Any changes to these relationships, including, but not limited to, the loss of a manufacturer relationship, drug shortages or changes in pricing, could have an adverse effect on our business and financial results. Some pharmaceutical manufacturers attempt to limit the number of preferred distributors that may market certain of their pharmaceutical products.
Acts of God, such as major weather disturbances, natural disasters, or other force majeure events, could disrupt our operations, supply chain, and the services we provide to patient. Our business relies on a network of prescribers, providers, patients and facilities that can be negatively impacted by local weather disturbances and other force majeure events.
Acts of God, such as major weather disturbances or other force majeure events, could disrupt our business. Acts of God, such as major weather disturbances, natural disasters, or other force majeure events, could disrupt our operations, supply chain, and the services we provide to patients.
In addition, a security breach of our information technology systems could damage our reputation, subject us to liability claims or regulatory penalties for compromised personal information and could have a materially adverse effect on our business, financial condition, and results of operations. 25 Table of Contents Our business is dependent on the services provided by third-party information technology vendors.
In addition, a security breach of our information technology systems could damage our reputation, subject us to liability claims or regulatory penalties for compromised personal information and could have a materially adverse effect on our business, financial condition, and results of operations. 23 Table of Contents Reliance on third-party hosting services exposes us to potential security breaches, service disruptions, and pricing changes that could negatively impact operations and financial performance.
If tariffs, trade restrictions or trade barriers are expanded, increased or interpreted by a court or governmental agency to apply to more of our products, then our exposure to future taxes and duties on such imported products and components could be significant and could have a material effect on our financial results. 14 Table of Contents A shortage of qualified registered nursing staff, pharmacists and other professionals could adversely affect our ability to attract, train and retain qualified personnel and could increase operating costs.
If tariffs, trade restrictions or trade barriers are expanded, increased or interpreted by a court or governmental agency to apply to more of our products, then our exposure to future taxes and duties on such imported products and components could be significant and could have a material effect on our financial results.
For example, a prescription drug dispensing error could result in a patient receiving the wrong amount of medication, which could lead to personal injury or death. Our business and consolidated financial statements could suffer if we pay damages or defense costs in connection with a claim that is outside the scope of any applicable contractual indemnity or insurance coverage.
Our business and consolidated financial statements could suffer if we pay damages or defense costs in connection with a claim that is outside the scope of any applicable contractual indemnity or insurance coverage.
Some pharmaceutical manufacturers attempt to limit the number of preferred distributors that may market certain of their pharmaceutical products. We cannot provide assurance that we will be selected and retained as a preferred distributor or that we can remain a preferred distributor to market these products.
We cannot provide assurance that we will be selected and retained as a preferred distributor or that we can remain a preferred distributor to market these products.
Adding additional debt to current debt levels could exacerbate the leverage-related risks described above. 20 Table of Contents We may not be able to generate sufficient cash flow to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.
We may not be able to generate sufficient cash flow to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.
In addition, we could have significant exposure if we are found to have infringed another party’s intellectual property rights. 16 Table of Contents Changes in laws, regulations and policies and the related interpretations and enforcement practices may alter the landscape in which we do business and may significantly affect our cost of doing business, the impact of which generally cannot be predicted.
Changes in laws, regulations and policies and the related interpretations and enforcement practices may alter the landscape in which we do business and may significantly affect our cost of doing business, the impact of which generally cannot be predicted.
We believe that our compounding is performed in safe environments, and we have clinically appropriate policies and procedures in place.
The operations of compounding pharmacies are regulated by federal and state governmental agencies. We believe that our compounding is performed in safe environments, and we have clinically appropriate policies and procedures in place.
We may be subject to liability claims for damages and other expenses that are not covered by insurance. As a result of operating in the home infusion industry, our business is subject to inherent risk of claims, losses and potential lawsuits alleging incidents involving our employees that are likely to occur in a patient’s home.
As a result of operating in the home infusion industry, our business is subject to inherent risk of claims, losses and potential lawsuits alleging medical professional liability incidents involving our employees that are likely to occur in a patient’s home or alternate site. We maintain professional liability insurance to provide coverage to us and our subsidiaries against these risks.
If personal information or protected health information is improperly accessed, tampered with or disclosed as a result of a security breach, we may incur significant costs to notify, and mitigate potential harm to the affected individuals, and we may be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under HIPAA or other federal or state laws protecting confidential personal information.
We may be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under HIPAA or other federal or state laws protecting confidential personal information.
The direct and indirect impact IRA-mandated price negotiations and future CMS determinations is expected to negatively impact our results of operations. For the year ended December 31, 2024, 12% of our revenue was derived from reimbursement by direct federal and state programs such as Medicare and Medicaid.
For the year ended December 31, 2025, 12% of our revenue was derived from reimbursement by direct federal and state programs such as Medicare and Medicaid.
Our indebtedness, or any additional indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets or issue equity to obtain necessary funds.
Our indebtedness, or any additional indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position.
In such cases, manufacturers have the ability to increase drug acquisition costs or lower the selling price of replaced products. These actions could negatively impact our revenues and/or profitability. Failure to develop new services or adapt to changes and trends within the healthcare industry may adversely affect our business. We operate in a highly competitive environment.
In such cases, manufacturers have the ability to increase drug acquisition costs or lower the selling price of replaced products. These actions could negatively impact our revenues and/or profitability.
The collection of accounts receivable is challenging and requires constant focus and involvement by management and ongoing enhancements to information systems and billing center operating procedures. While management believes that our controls and processes are satisfactory, there can be no assurance that collections of accounts receivable will continue at historical rates.
While management believes that our controls and processes are satisfactory, there can be no assurance that collections of accounts receivable will continue at historical rates.
Despite our indebtedness, we may still incur significantly more debt, which could exacerbate the risks associated with our substantial leverage. We may incur additional indebtedness, including additional secured indebtedness, in the future, in connection with future acquisitions, strategic investments and strategic relationships.
We may incur additional indebtedness, including additional secured indebtedness, in the future, in connection with future acquisitions, strategic investments and strategic relationships.
Material violations of any such laws could have a material adverse effect on our patient base and revenue.
Material violations of any such laws could have a material adverse effect on our patient base and revenue. In addition, we could have significant exposure if we are found to have infringed another party’s intellectual property rights.
The risks associated with third-party payers and the inability to collect outstanding accounts receivable could have a material adverse effect on our liquidity, cash flows and results of operations.
The risks associated with third-party payers and the inability to collect outstanding accounts receivable could have a material adverse effect on our liquidity, cash flows and results of operations. 17 Table of Contents Ongoing reimbursement rate reductions, pricing pressures from Third-Party Payers and managed care payers, and increasing payer consolidation could significantly impact revenue, reduce profitability, and concentrate financial dependence on a few large payers.
We maintain professional liability insurance to provide coverage to us and our subsidiaries against these risks. A successful product or professional liability claim in excess of our insurance coverage could harm our consolidated financial statements. Various aspects of our business may subject us to litigation and liability for damages.
A successful professional liability claim in excess of our insurance coverage could harm our consolidated financial statements. Various aspects of our business may subject us to litigation and liability for damages. For example, a prescription drug dispensing error could result in a patient receiving the wrong amount of medication, which could lead to personal injury or death.
Furthermore, we cannot predict the overall impact of increased scrutiny on compounding pharmacies. The (“DQSA”) amended the Federal Drug & Cosmetic Act (“FDCA”) to grant the FDA additional authority to regulate and monitor the manufacturing of compounded pharmaceutical drugs.
Furthermore, we cannot predict the overall impact of increased scrutiny on compounding pharmacies. The DQSA amended the FDCA to grant the FDA additional authority to regulate and monitor the manufacturing of compounded pharmaceutical drugs. In 2013, Congress passed the DQSA, which creates a new category of compounding facilities called outsourcing facilities that are regulated by the FDA.
The rise of inflation may adversely impact our business operations, financial condition and results of operations. Acquisitions, strategic investments and strategic relationships involve certain risks. We may pursue acquisitions of strategic investments in, or strategic relationships with businesses and technologies.
The rise of inflation may adversely impact our business operations, financial condition and results of operations. Pursuing acquisitions or strategic investments and alliances may expose us to integration challenges, valuation uncertainties, operational disruptions, and potential financial losses if these investments fail to deliver expected benefits. We may pursue acquisitions or strategic investments in, or alliances with, businesses and technologies.
The reimbursement process for the services we provide is complex, resulting in delays between the time we bill for a service and receipt of payment that can be significant. Reimbursement and procedural issues often require us to resubmit claims multiple times and respond to multiple administrative requests before payment is remitted.
Delays in reimbursement may adversely affect our liquidity, cash flows and results of operations. The reimbursement process for the services we provide is complex, resulting in delays between the time we bill for a service and receipt of payment that can be significant.
Our acquisitions resulted in significant goodwill reported on our financial statements. Goodwill results when the purchase price exceeds the fair value of the identifiable tangible and intangible assets and liabilities acquired. We may not realize the full value of this goodwill.
Changes in future business conditions could cause business investments and/or recorded goodwill to become impaired, and our results of operations could suffer if there is an impairment of goodwill. Our acquisitions resulted in significant goodwill reported on our financial statements. Goodwill results when the purchase price exceeds the fair value of the identifiable tangible and intangible assets and liabilities acquired.
Our level of indebtedness may place us at a competitive disadvantage to our competitors that are not as highly leveraged. Fluctuations in interest rates can increase borrowing costs. Increases in interest rates may directly impact the amount of interest we are required to pay and reduce earnings accordingly.
Fluctuations in interest rates can increase borrowing costs. Increases in interest rates may directly impact the amount of interest we are required to pay, as our First Lien Term Loan has an applicable interest rate of Term SOFR plus 1.75%, and reduce earnings accordingly.
The repurchase program does not have an expiration date, and we are not obligated to repurchase a specified number or dollar value of shares, on any particular timetable or at all. There can be no assurance that we will repurchase stock at favorable prices.
In January 2026, the Company’s Board of Directors approved an increase to its 2025 share repurchase program authorization from $500 million to $1 billion. The repurchase program does not have an expiration date, and we are not obligated to repurchase a specified number or dollar value of shares, on any particular timetable or at all.
Noncompliance with these regulations could have an adverse impact on our reputation and profitability. 19 Table of Contents Risks Relating to Our Indebtedness Our existing indebtedness could adversely affect our business and growth prospects.
These regulatory measures, future DSCSA regulatory measures and the potential for increased DSCSA enforcement by the FDA could increase pharmacy costs. Noncompliance with these regulations could have an adverse impact on our reputation and profitability. Our existing indebtedness could adversely affect our business and growth prospects.
We expect to use cash flow from operations to meet current and future financial obligations, including funding our operations, debt service requirements and capital expenditures. The ability to make these payments depends on our financial and operating performance, which is subject to prevailing economic, industry and competitive conditions and to certain financial, business, economic and other factors beyond our control.
The ability to make these payments depends on our financial and operating performance, which is subject to prevailing economic, industry and competitive conditions and to certain financial, business, economic and other factors beyond our control. 19 Table of Contents We may incur additional debt, which could increase the risks associated with our leverage.
In August 2024, CMS announced the results of its first round of drug price negotiations, which included a 66% reduction from 2023 list price for one therapy in our portfolio. The manufacturer of this therapy subsequently informed us in October 2024 of its intent to significantly reduce our procurement spread relative to drug reference prices beginning in early 2025.
In August 2024, CMS announced the results of its first round of drug price negotiations, which included a 66% reduction from 2023 list price for one therapy in our portfolio effective January 2026. The direct and indirect impact IRA-mandated price negotiations and future CMS determinations is expected to negatively impact our results of operations.
Any termination of one or more of our pharmacies from the Medicare program for failure to satisfy the Medicare supplier standards could adversely affect our consolidated financial statements. We cannot predict the impact of changing requirements on compounding pharmacies. The operation of compounding pharmacies are regulated by federal and state governmental agencies.
Any termination of one or more of our pharmacies from the Medicare program for failure to satisfy the Medicare supplier standards could adversely affect our consolidated financial statements. 18 Table of Contents Regulatory changes, increased scrutiny, or reclassification of our compounding practices as an FDA-regulated outsourcing facility could lead to costly compliance requirements, operational disruptions, and reputational harm.
Our contracts generally use certain published benchmarks to establish pricing for the reimbursement of prescription medications we dispense. These benchmarks include AWP, wholesale acquisition cost, ASP and average manufacturer price. Many of our contracts utilize the AWP benchmark.
Contracts and fee schedules for prescription drug reimbursement, including our contracts with commercial payers, PBMs, and Medicaid programs, generally use certain published benchmarks to establish pricing. These benchmarks include Average Wholesale Price (“AWP”), Wholesale Acquisition price (“WAC”), Average Selling Price (“ASP”), among others.
Removed
Publication of the AWP benchmark was expected to cease in 2011 as a result of the settlement of class-action lawsuits brought against First Databank and Medi-Span, third-party publishers of various pricing benchmarks. However, Medi-Span continues to publish the AWP benchmark and has indicated that it will continue to do so until a new benchmark is widely accepted.
Added
Increasing competition from established and vertically integrated healthcare providers, coupled with industry consolidation and cost pressures, may limit our ability to grow revenue, maintain pricing, secure favorable contracts, and access critical pharmaceutical products. The healthcare industry is highly competitive. We compete directly with national, regional and local healthcare providers.
Removed
Several industry participants have explored establishing a new benchmark but there is not currently a viable generally accepted alternative to the AWP benchmark. Without a suitable pricing benchmark in place, many of our contracts may need to be modified, which could potentially change the economic structure of our agreements.
Added
Future changes to the use of AWP, WAC, ASP or other public pricing benchmarks used to establish drug pricing, including changes in reimbursement calculations by federal and state healthcare programs, could impact our reimbursement and our ability to negotiate rebates and/or discounts with drug manufacturers and wholesalers.
Removed
For example, in October 2024, we received notice of a manufacturer’s intention to significantly reduce the spread at which we procure a certain therapy relative to drug reference prices beginning in early 2025, which is expected to negatively impact gross profit by approximately $60 million to $70 million dollars in 2025.
Added
A shortage of qualified registered nursing staff, pharmacists and other professionals could adversely affect our ability to attract, train and retain qualified personnel and could increase operating costs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Senior Vice President, Chief Information Security Officer (CISO) serves on the Enterprise Risk Committee that assesses our enterprise-wide risks and oversees risk mitigation activities. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us or our results of operations, cash flow or financial condition.
Biggest changeWe have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us or our results of operations, cash flow or financial condition. However, the scope and impact of any future incident, or the identification of new information related to prior cybersecurity incidents, cannot be predicted. See “Item 1A.
As part of its oversight role, the Quality and Compliance Committee receives reports about our practices, programs, or notable threats or incidents related to cybersecurity throughout the year, including through periodic updates from our CISO and other leaders.
As part of its oversight role, the QTCC receives reports about our practices, programs, or notable threats or incidents related to cybersecurity throughout the year, including through periodic updates from our CISO and other leaders.
The Quality and Compliance Committee provides regular reports to the full Board about these matters and other areas within its responsibility, and the CISO and other leaders provide updates regarding cybersecurity matters to the full Board as appropriate. Our CISO reports to our Chief Information Officer and leads our overall cybersecurity function.
The QTCC provides regular reports to the full Board about these matters and other areas within its responsibility, and the CISO and other leaders provide updates regarding cybersecurity matters to the full Board as appropriate. Our CISO reports to our Chief Information Officer and leads our overall cybersecurity function.
We have a cybersecurity incident response plan and dedicated teams to respond to cybersecurity incidents. When a cybersecurity incident occurs, we have cross-functional teams that are responsible for leading the initial assessment of priority and severity. Our information security team assists in taking any remedial action in response to an incident, and external experts may also be engaged as appropriate.
When a cybersecurity incident occurs, we have cross-functional teams that are responsible for leading the initial assessment of priority and severity. Our information security team assists in taking remedial action in response to an incident, and external experts may also be engaged as appropriate. Our overarching approach to cybersecurity risk management centers on governance, people, processes, and technology.
The CISO also supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, including by collaborating with internal and external stakeholders.
The CISO also supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, including by collaborating with internal and external stakeholders. Our CISO is supported by a management-led Security Council, which consists of our Chief Executive Officer, Chief Financial Officer and other senior leaders throughout our organization.
Our goal is to maintain an information technology infrastructure that implements physical, administrative, and technical controls. These controls are adjusted based on risk and designed to protect the confidentiality, integrity, and availability of our information systems, including the customer information, personal information, and proprietary information stored on our networks.
These controls are adjusted based on risk and designed to protect the confidentiality, integrity, and availability of our information systems, including the customer information, personal information, and proprietary information stored on our networks. We have a cybersecurity incident response plan and dedicated teams to respond to cybersecurity incidents.
However, the scope and impact of any future incident, or the identification of new information related to prior cybersecurity incidents, cannot be predicted. See “Item 1A. Risk Factors” for more information about our cybersecurity-related risks. 27 Table of Contents Governance The Quality and Compliance Committee of our Board of Directors provides board-level oversight of cybersecurity risk.
Risk Factors” for more information about our cybersecurity-related risks. 25 Table of Contents Governance The Quality, Technology and Compliance Committee (“QTCC”) of our Board of Directors provides board-level oversight of cybersecurity risk.
These assessments aid in continual improvement and help us identify and address risks from cybersecurity threats. We also consider cybersecurity, along with our other top risks, within our enterprise risk management framework. This framework involves internal reporting at the business and enterprise levels, considering key risk indicators, trends and countermeasures.
We also consider cybersecurity, along with our other top risks, within our enterprise risk management framework. This framework involves internal reporting at the business and enterprise levels, considering key risk indicators, trends and countermeasures. Our Senior Vice President, Chief Information Security Officer (CISO) serves on the Enterprise Risk Committee that assesses our enterprise-wide risks and oversees risk mitigation activities.
Our CISO is supported by a management-led Security Council, which consists of our Chief Executive Officer, Chief Financial Officer and other senior leaders throughout our organization, and which reviews and discusses our cybersecurity program as well as emerging cyber risks, threats, and industry trends, among other topics.
The Security Council reviews and discusses our cybersecurity program as well as emerging cyber risks, threats, and industry trends, among other topics.
This can include the review of documentation related to a vendor’s security attestations, such as SOC 2 Type 2 or HITRUST certifications. We leverage third-party cybersecurity companies to assess our cybersecurity program and procedures and reaffirm our compliance with SOC 2 standards as well as the HIPAA Security Rule.
We leverage third-party auditing companies to assess our cybersecurity program and procedures and reaffirm our NIST CSF Maturity level, our compliance with SOC 2 standards as well as the HIPAA Security Rule. These assessments aid in continual improvement of our program and help us identify and address cybersecurity related risks.
We also perform periodic internal tabletops or simulation exercises involving technical experts, business and functional leaders, as well as separate exercises with select critical third-party service providers. We conduct third-party assessments of potential new vendors who process, store or transmit our data, which include a formal security review.
We provide security awareness training to help employees understand their role in protecting our information. This includes mandatory annual cybersecurity training and monthly phishing simulations. We also perform periodic internal tabletops or simulation exercises involving technical experts, business and functional leaders, as well as separate exercises with select critical third-party service providers.
Removed
Our overarching approach to cybersecurity risk management centers on governance, people, processes, and technology. We provide security awareness training to help employees understand their information protection and cybersecurity responsibilities. This includes mandatory annual cybersecurity training and monthly phishing simulations.
Added
Our goal is to maintain an information technology infrastructure that implements physical, administrative, and technical controls and is supplemented by a strong culture of security across the organization.
Added
We conduct third-party assessments of potential new vendors who process, store or transmit our data. This includes a formal security review which may consist of review of documentation related to a vendor’s security attestations, such as SOC 2 Type 2 or HITRUST certifications.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur other properties mainly consist of infusion pharmacies equipped with clean room and compounding capabilities. Some infusion pharmacies are co-located with an ambulatory infusion center where patients receive infusion treatments. As of December 31, 2024, we have 92 pharmacies and 93 stand-alone ambulatory infusion suites that support our infusion services business in 43 states.
Biggest changeOur other properties mainly consist of infusion pharmacies equipped with clean room and compounding capabilities. Some infusion pharmacies are co-located with an ambulatory infusion center where patients receive infusion treatments. As of December 31, 2025, we have 87 pharmacies and 109 stand-alone ambulatory infusion suites that support our infusion services business in 43 states.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings For a summary of material legal proceedings, if any, refer to Note 14, Commitments and Contingencies , of the consolidated financial statements included in Item 8 of this Annual Report. Item 4. Mine Safety Disclosures Item not applicable. 28 Table of Contents PART II
Biggest changeItem 3. Legal Proceedings For a summary of material legal proceedings, if any, refer to Note 14, Commitments and Contingencies , of the consolidated financial statements included in Item 8 of this Annual Report. Item 4. Mine Safety Disclosures Item not applicable. 26 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table provides certain information with respect to the Company’s repurchases of common stock from October 1, 2024 through December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 $ $ 90,004,547 November 1, 2024 - November 30, 2024 1,862,546 22.48 1,862,546 48,139,183 December 1, 2024 - December 31, 2024 2,075,862 23.19 2,075,862 3,938,408 $ 22.85 3,938,408 $ In January 2025, the Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $500 million of our common stock. 29 Table of Contents Stock Performance Graph The following graph compares the total cumulative returns of Option Care Health, the Nasdaq Composite Index and the S&P Health Care Services Select Industry Index for the five-year period from December 31, 2019 through December 31, 2024.
Biggest changeThe following table provides certain information with respect to the Company’s repurchases of common stock from October 1, 2025 through December 31, 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs October 1, 2025 - October 31, 2025 1,379,417 $ 27.22 1,379,417 $ 250,000,941 November 1, 2025 - November 30, 2025 887,176 28.54 887,176 224,678,743 December 1, 2025 - December 31, 2025 1,006,795 31.92 1,006,795 192,539,758 3,273,388 $ 29.02 3,273,388 $ 192,539,758 27 Table of Contents Stock Performance Graph The following graph compares the total cumulative returns of Option Care Health, the Nasdaq Composite Index and the S&P Health Care Services Select Industry Index for the five-year period from December 31, 2020 through December 31, 2025.
Recent Sale of Unregistered Securities and Use of Proceeds Issuer Purchases of Equity Securities On February 20, 2023, the Company’s Board of Directors approved a share repurchase program of up to an aggregate $250 million of common stock of the Company.
Recent Sale of Unregistered Securities and Use of Proceeds Issuer Purchases of Equity Securities On February 20, 2023, the Company’s Board of Directors authorized a share repurchase program of up to an aggregate $250 million of common stock of the Company.
The graph shows the performance of a $100 investment in our Common Stock and each index as of December 31, 2019. * $100 invested on December 31, 2019 in stock or index, including reinvestment of dividends.
The graph shows the performance of a $100 investment in our Common Stock and each index as of December 31, 2020. * $100 invested on December 31, 2020 in stock or index, including reinvestment of dividends.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our Common Stock, par value $0.0001 per share, is traded on the Nasdaq Global Select Market under the symbol “OPCH”. Holders of Record As of February 21, 2025, there were 76 stockholders of record of our Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our Common Stock, par value $0.0001 per share, is traded on the Nasdaq Global Select Market under the symbol “OPCH”. Holders of Record As of February 19, 2026, there were 66 stockholders of record of our Common Stock.
On December 6, 2023, the Company’s Board of Directors approved an increase to its stock repurchase program authorization from $250 million to $500 million. This program was completed in December 2024.
On December 6, 2023, the Company’s Board of Directors approved an increase to its 2023 share repurchase program authorization from $250 million to $500 million. This program was completed in December 2024. On January 10, 2025, the Company’s Board of Directors authorized a new share repurchase program of up to an aggregate $500 million of common stock of the Company.
Year Ended December 31, 2019 2020 2021 2022 2023 2024 Option Care Health, Inc. $ 100.00 $ 104.83 $ 190.62 $ 201.68 $ 225.80 $ 155.50 Nasdaq Composite Index $ 100.00 $ 143.64 $ 174.36 $ 116.65 $ 167.30 $ 215.22 S&P Health Care Services Select Industry Index $ 100.00 $ 133.00 $ 145.57 $ 116.36 $ 121.70 $ 123.45 30 Table of Contents Item 6.
Year Ended December 31, 2020 2021 2022 2023 2024 2025 Option Care Health, Inc. $ 100.00 $ 181.84 $ 192.39 $ 215.41 $ 148.34 $ 203.71 Nasdaq Composite Index $ 100.00 $ 121.39 $ 81.21 $ 116.47 $ 149.83 $ 180.33 S&P Health Care Services Select Industry Index $ 100.00 $ 109.45 $ 87.48 $ 91.50 $ 92.81 $ 109.97 28 Table of Contents Item 6.
Added
In January 2026, the Board of Directors approved an increase to its 2025 share repurchase program authorization from $500 million to $1 billion.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

41 edited+9 added16 removed28 unchanged
Biggest changeOperating Expenses Year Ended December 31, 2024 2023 Variance (in thousands, except for percentages) Selling, general and administrative expenses $ 630,251 $ 607,427 $ 22,824 3.8 % Depreciation and amortization expense 60,909 59,201 1,708 2.9 % Total operating expenses $ 691,160 $ 666,628 $ 24,532 3.7 % The increase in selling, general and administrative expenses during the year ended December 31, 2024 was primarily due to an increase in salaries, benefits, and general costs to support the business; however, these expenses have declined as a percentage of revenue to 12.6% for the year ended December 31, 2024 compared to 14.1% for the year ended December 31, 2023, due to the Company’s focus on leveraging existing infrastructure to control spending. 35 Table of Contents Other Income (Expense) Year Ended December 31, 2024 2023 Variance (in thousands, except for percentages) Interest expense, net $ (49,029) $ (51,248) $ 2,219 (4.3) % Equity in earnings of joint ventures 5,964 5,530 434 7.8 % Other, net 4,831 89,865 (85,034) (94.6) % Total other (expense) income $ (38,234) $ 44,147 $ (82,381) (186.6) % The decrease in interest expense, net during the year ended December 31, 2024 was primarily attributable to additional interest income generated from our cash and cash equivalents, partially offset by an increase in the Company’s First Lien Term Loan principal balance, compared to the year ended December 31, 2023.
Biggest changeSee Note 3, Business Acquisitions , of the consolidated financial statements for further information. 32 Table of Contents Other Income (Expense) Year Ended December 31, 2025 2024 Variance (in thousands, except for percentages) Interest expense, net $ (54,558) $ (49,029) $ (5,529) 11.3 % Equity in earnings of joint ventures 7,409 5,964 1,445 24.2 % Other, net (7,857) 4,831 (12,688) NM (1) Total other (expense) income $ (55,006) $ (38,234) $ (16,772) 43.9 % (1) Not meaningful The increase in interest expense, net during the year ended December 31, 2025 was primarily attributable to less interest income generated from our cash and cash equivalents due to lower interest rates, partially offset by a decrease in the interest rate on the Company’s First Lien Term Loan, compared to the year ended December 31, 2024.
Borrowings under the Revolver Facility will 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 Second 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.
Borrowings under the Revolver Facility will 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.
The Company’s actual results may differ from these estimates, and different assumptions or conditions may yield different estimates. The following discussion is not intended to be a comprehensive list of all the accounting policies, estimates or judgments made in the preparation of our financial statements.
The Company’s actual results may differ from these estimates, and different assumptions or conditions may yield different estimates. The following discussion is not intended to be a comprehensive list of all the accounting policies, estimates or assumptions made in the preparation of our financial statements.
Contractual allowance estimates are adjusted to actual amounts as cash is received and claims are settled. 41 Table of Contents Business Acquisitions The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations (“ASC 805”), with assets and liabilities being recorded at their acquisition date fair values and goodwill being calculated as the purchase price in excess of the net identifiable assets.
Contractual allowance estimates are adjusted to actual amounts as cash is received and claims are settled. 38 Table of Contents Business Acquisitions The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations (“ASC 805”), with assets and liabilities being recorded at their acquisition date fair values and goodwill being calculated as the purchase price in excess of the net identifiable assets.
Estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period presented.
Estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making assumptions about the carrying values of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period presented.
Interest expense consists principally of interest and fee payments on the Company’s outstanding borrowings under the ABL Facility, First Lien Term Loan, Revolver Facility, Senior Notes, amortization of discount and deferred financing fees, payments associated with the interest rate cap, and interest income earned on cash and cash equivalents.
Other Income (Expense) Interest Expense, Net . Interest expense consists principally of interest and fee payments on the Company’s outstanding borrowings under the First Lien Term Loan, Revolver Facility, Senior Notes, amortization of discount and deferred financing fees, payments associated with the interest rate cap, and interest income earned on cash and cash equivalents.
For a discussion of Option Care Health’s consolidated results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II, Item 7.
For a discussion of Option Care Health’s consolidated results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7.
After applying the criteria from ASC 606, an allowance for doubtful accounts is established only as a result of an adverse change in the payers’ ability to pay outstanding billings. As of December 31, 2024 and 2023, the Company had no allowance for doubtful accounts.
After applying the criteria from ASC 606, an allowance for doubtful accounts is established only as a result of an adverse change in the payers’ ability to pay outstanding billings. As of December 31, 2025 and 2024, the Company had an immaterial allowance for doubtful accounts.
Change in unrealized (loss) gain on cash flow hedge, net of income tax benefit (expense), consists of the (loss) gain associated with the changes in the fair value of hedging instruments related to the interest rate cap, net of income taxes. 33 Table of Contents Results of Operations The following table presents Option Care Health’s consolidated results of operations for the years ended December 31, 2024 and 2023 (in thousands, except for percentages).
Change in unrealized (loss) gain on cash flow hedge, net of income tax benefit (expense), consists of the (loss) gain associated with the changes in the fair value of derivatives designated as hedging instruments related to the interest rate cap, net of income taxes. 30 Table of Contents Results of Operations The following table presents Option Care Health’s consolidated results of operations for the years ended December 31, 2025 and 2024 (in thousands, except for percentages).
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2024.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2025.
The Company historically has funded its acquisitions with cash and cash equivalents with the exception of the Merger. The Company may require additional capital in excess of current availability in order to complete future acquisitions.
The Company has generally funded its acquisitions with cash and cash equivalents. The Company may require additional capital in excess of current availability in order to complete future acquisitions.
Based on our current level of operations and planned capital expenditures, we believe that our existing cash and cash equivalents balances and expected cash flows generated from operations will be sufficient to meet our operating requirements for at least the next 12 months and beyond.
Based on our current level of operations and planned capital expenditures, we believe that our existing cash and cash equivalents balances, expected cash flows generated from operations, and credit facility will be sufficient to meet our operating requirements over the next 12 months and beyond.
The Company evaluates its estimates and judgments on an ongoing basis.
The Company evaluates its estimates and assumptions on an ongoing basis.
There was no comparable activity during the year ended December 31, 2024. For the years ended December 31, 2024 and 2023, the change in unrealized (loss) gain on cash flow hedge, net of income tax benefit (expense) was related to the change in fair market value of the $300.0 million interest rate cap hedge executed in October 2021.
For the years ended December 31, 2025 and 2024, the change in unrealized (loss) gain on cash flow hedge, net of income tax benefit (expense) was related to the change in fair market value of the $300.0 million interest rate cap hedge executed in October 2021.
See Note 3, Business Acquisitions and Divestitures , for further discussion of business acquisitions.
See Note 3, Business Acquisitions , for further discussion of business acquisitions.
The Company’s primary uses of cash and cash equivalents include supporting our ongoing business activities, investment in capital expenditures in both facilities and technology, and the pursuit of acquisitions and share repurchases.
The Company’s primary uses of cash and cash equivalents include supporting our ongoing business activities, internal investment in resources to support future growth, investment in capital expenditures in both facilities and technology, the pursuit of acquisitions, and the pursuit of share repurchases.
During the year ended December 31, 2023, the Company’s positive cash flows from operations have enabled investments in pharmacy, infusion suites, and information technology infrastructure to support growth and create additional capacity in the future, as well as to pursue acquisitions and share repurchases.
During the years ended December 31, 2025 and 2024, the Company’s positive cash flows from operations have enabled investments in pharmacy, infusion suites, and information technology infrastructure to support growth and create additional capacity in the future, as well as to pursue acquisitions and repurchases of Company shares.
As of December 31, 2024, the Company had $395.9 million of borrowings available under its credit facilities (net of $4.1 million undrawn letters of credit issued and outstanding), described further below.
As of December 31, 2025, the Company had $396.0 million of borrowings available under its credit facilities (net of $4.0 million undrawn letters of credit issued and outstanding), described further below.
Selling, general and administrative expenses consist principally of salaries for administrative employees that directly and indirectly support the operations, occupancy costs, marketing expenditures, insurance, and professional fees. Depreciation and Amortization Expense. Depreciation within this caption relates to property and equipment and amortization relates to intangibles.
Selling, general and administrative expenses consist principally of salaries for administrative employees that directly and indirectly support the operations, occupancy costs, marketing expenditures, insurance, and professional fees. Depreciation and Amortization Expense. Depreciation within this caption relates to property and equipment and amortization relates to intangibles. Depreciation of revenue-generating assets, such as infusion pumps, is included in cost of revenue.
We may require additional borrowings under our credit facilities and alternative forms of financings or investments to achieve our longer-term strategic plans. 38 Table of Contents Credit Facilities On May 8, 2024, the Company entered into the third amendment to the amended and restated First Lien Credit Agreement dated as of October 27, 2021 (the “Third Amendment”).
We may require additional borrowings under our credit facilities and alternative forms of financings or investments to achieve our longer-term strategic plans. 35 Table of Contents Credit Facilities 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.
Net comprehensive income decreased to $207.9 million for the year ended December 31, 2024, compared to net comprehensive income of $260.9 million for the year ended December 31, 2023, primarily as a result of the changes in net income discussed above. 37 Table of Contents Liquidity and Capital Resources For the years ended December 31, 2024 and 2023, the Company’s primary sources of liquidity were cash and cash equivalents of $412.6 million and $343.8 million, respectively.
Net comprehensive income decreased to $200.6 million for the year ended December 31, 2025, compared to net comprehensive income of $207.9 million for the year ended December 31, 2024, primarily as a result of the factors described in the above sections. 34 Table of Contents Liquidity and Capital Resources For the years ended December 31, 2025 and 2024, the Company’s primary sources of liquidity were cash and cash equivalents of $232.6 million and $412.6 million, respectively.
Income Tax Expense Year Ended December 31, 2024 2023 Variance (in thousands, except for percentages) Income tax expense $ 71,776 $ 91,652 $ (19,876) 21.7 % The Company recorded income tax expense of $71.8 million and $91.7 million, which represents an effective tax rate of 25.3% and 25.5% for the years ended December 31, 2024 and 2023, respectively.
Income Tax Expense Year Ended December 31, 2025 2024 Variance (in thousands, except for percentages) Income tax expense $ 75,315 $ 71,776 $ 3,539 4.9 % The Company recorded income tax expense of $75.3 million and $71.8 million, which represents an effective tax rate of 26.6% and 25.3% for the years ended December 31, 2025 and 2024, respectively.
The principal balance of the First Lien Term Loan is repayable in quarterly installments of $1.6 million plus interest, with a final payment of all remaining outstanding principal due on October 27, 2028. The quarterly principal payments commenced in March 2022.
Under the Fourth Amendment, 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 Third Amendment, interest on the First Lien Term Loan is payable monthly on either (i) SOFR (with a floor of 0.50% per annum) plus an applicable margin of 2.25% for Term SOFR Loans (as such term is defined in the Third Amendment); or (ii) a base rate determined in accordance with the Third Amendment, plus 1.25% for Base Rate Loans (as such term is defined in the Third Amendment).
Interest on the First Lien Term Loan is payable monthly on either (i) the SOFR plus an applicable margin of 1.75% for Term SOFR Loans; or (ii) a base rate, plus 0.75% for Base Rate Loans.
Year Ended December 31, 2024 2023 Amount % of Revenue Amount % of Revenue NET REVENUE $ 4,998,202 100.0 % $ 4,302,324 100.0 % COST OF REVENUE 3,985,209 79.7 % 3,321,101 77.2 % GROSS PROFIT 1,012,993 20.3 % 981,223 22.8 % OPERATING COSTS AND EXPENSES: Selling, general and administrative expenses 630,251 12.6 % 607,427 14.1 % Depreciation and amortization expense 60,909 1.2 % 59,201 1.4 % Total operating expenses 691,160 13.8 % 666,628 15.5 % OPERATING INCOME 321,833 6.4 % 314,595 7.3 % OTHER INCOME (EXPENSE): Interest expense, net (49,029) (1.0) % (51,248) (1.2) % Equity in earnings of joint ventures 5,964 0.1 % 5,530 0.1 % Other, net 4,831 0.1 % 89,865 2.1 % Total other (expense) income (38,234) (0.8) % 44,147 1.0 % INCOME BEFORE INCOME TAXES 283,599 5.7 % 358,742 8.3 % INCOME TAX EXPENSE 71,776 1.4 % 91,652 2.1 % NET INCOME $ 211,823 4.2 % $ 267,090 6.2 % OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX: Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit (expense) of $1,284 and $2,158, respectively (3,931) (0.1) % (6,181) (0.1) % OTHER COMPREHENSIVE (LOSS) INCOME (3,931) (0.1) % (6,181) (0.1) % NET COMPREHENSIVE INCOME $ 207,892 4.2 % $ 260,909 6.1 % 34 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table presents selected consolidated comparative results of operations for the years ended December 31, 2024 and 2023: Gross Profit Year Ended December 31, 2024 2023 Variance (in thousands, except for percentages) Net revenue $ 4,998,202 $ 4,302,324 $ 695,878 16.2 % Cost of revenue 3,985,209 3,321,101 664,108 20.0 % Gross profit $ 1,012,993 $ 981,223 $ 31,770 3.2 % Gross profit margin 20.3% 22.8% The increase in net revenue during the year ended December 31, 2024 was primarily driven by organic growth in the Company’s portfolio of therapies, consisting of acute revenue that had high single digits growth relative to the prior year while chronic revenue grew in the high teens.
Year Ended December 31, 2025 2024 Amount % of Revenue Amount % of Revenue NET REVENUE $ 5,649,519 100.0 % $ 4,998,202 100.0 % COST OF REVENUE 4,561,624 80.7 % 3,985,209 79.7 % GROSS PROFIT 1,087,895 19.3 % 1,012,993 20.3 % OPERATING COSTS AND EXPENSES: Selling, general and administrative expenses 682,451 12.1 % 630,251 12.6 % Depreciation and amortization expense 67,538 1.2 % 60,909 1.2 % Total operating expenses 749,989 13.3 % 691,160 13.8 % OPERATING INCOME 337,906 6.0 % 321,833 6.4 % OTHER INCOME (EXPENSE): Interest expense, net (54,558) (1.0) % (49,029) (1.0) % Equity in earnings of joint ventures 7,409 0.1 % 5,964 0.1 % Other, net (7,857) (0.1) % 4,831 0.1 % Total other (expense) income (55,006) (1.0) % (38,234) (0.8) % INCOME BEFORE INCOME TAXES 282,900 5.0 % 283,599 5.7 % INCOME TAX EXPENSE 75,315 1.3 % 71,776 1.4 % NET INCOME $ 207,585 3.7 % $ 211,823 4.2 % 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 and $1,284, respectively (6,941) (0.1) % (3,931) (0.1) % OTHER COMPREHENSIVE (LOSS) INCOME (6,941) (0.1) % (3,931) (0.1) % NET COMPREHENSIVE INCOME $ 200,644 3.6 % $ 207,892 4.2 % 31 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table presents selected consolidated comparative results of operations for the years ended December 31, 2025 and 2024: Gross Profit Year Ended December 31, 2025 2024 Variance (in thousands, except for percentages) Net revenue $ 5,649,519 $ 4,998,202 $ 651,317 13.0 % Cost of revenue 4,561,624 3,985,209 576,415 14.5 % Gross profit $ 1,087,895 $ 1,012,993 $ 74,902 7.4 % Gross profit margin 19.3% 20.3% The increase in net revenue during the year ended December 31, 2025 was primarily driven by organic growth in the Company’s portfolio of therapies, consisting of acute revenue that had mid-teens growth relative to the prior year while chronic revenue grew in the low double-digits.
Business Overview Option Care Health and its wholly-owned subsidiaries provide infusion therapy and other ancillary healthcare services through a national network of 185 locations around the United States.
Business Overview Option Care Health and its wholly-owned subsidiaries provide infusion therapy and other ancillary healthcare services through a national network of 196 locations around the United States. Our national footprint enables us to collaborate with health systems and national payers to provide high quality care at an appropriate cost in a comfortable setting.
The Revolver Facility matures on the date that is the earlier of (i) December 7, 2028 and (ii) the date that is 91 days prior to the stated maturity date applicable to any Term B Loans.
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.
Cash Flows from Financing Activities The decrease in cash used in financing activities was primarily related to the Company’s debt refinancing in May 2024, in which $50.0 million in proceeds from issuance of debt was received, which partially offset $250.0 million in repurchase of common stock during the year ended December 31, 2024, whereas the cash used in financing activities during the year ended December 31, 2023 was primarily related to the Company’s $250.0 million repurchase of common stock. 40 Table of Contents Critical Accounting Estimates The Company prepares its consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”), which require the Company to make estimates and assumptions.
The increase was partially offset by the Company’s debt refinancing in September 2025, in which $49.6 million in net proceeds from issuance of debt was received. 37 Table of Contents Critical Accounting Estimates The Company prepares its consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”), which require the Company to make estimates and assumptions.
The Third Amendment, among other things, (i) provides for an additional $50.0 million of incremental First Lien Term Loan indebtedness and (ii) reduces the interest rate on the First Lien Term Loan from Term Secured Overnight Financing Rate (“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 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.
Ongoing financing cash flows are primarily associated with the quarterly principal payments on its outstanding debt, along with potential future share repurchases. Our business strategy includes the deployment of capital to pursue acquisitions that complement our existing operations. We continue to evaluate acquisition opportunities and view acquisitions as a key part of our growth strategy.
Our business strategy includes strategic deployment of capital to internal investments in resources, infrastructure, and technologies to support future growth, the pursuit of strategic tuck-in and adjacent acquisitions that complement our existing operations and the pursuit of share repurchases. We continue to evaluate acquisition opportunities and view acquisitions as a key part of our growth strategy.
Interest payments over the course of long-term debt obligations total an estimated $271.1 million based on final maturity dates of the Company’s credit facilities. Interest payments are calculated based on current rates as of December 31, 2024.
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. Interest payments over the course of long-term debt obligations total an estimated $338.1 million based on final maturity dates of the Company’s credit facilities.
Cash Flows from Investing Activities The decrease in cash used in investing activities during the year ended December 31, 2024 was primarily due to prior year acquisition activity with no comparable activity during the year ended December 31, 2024. See Note 3, Business Acquisitions and Divestitures , of the consolidated financial statements for more information.
Cash Flows from Investing Activities The increase in cash used in investing activities during the year ended December 31, 2025 was primarily related to the Intramed Plus acquisition activity with no comparable activity during the year ended December 31, 2024.
Actual payments are based on changes in SOFR and exclude the interest rate cap derivative instrument. 39 Table of Contents Cash Flows Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table presents selected data from Option Care Health’s consolidated statements of cash flows for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Variance (in thousands) Net cash provided by operating activities $ 323,392 $ 371,295 $ (47,903) Net cash used in investing activities (36,470) (56,506) 20,036 Net cash used in financing activities (218,206) (265,126) 46,920 Net increase in cash and cash equivalents 68,716 49,663 19,053 Cash and cash equivalents - beginning of period 343,849 294,186 49,663 Cash and cash equivalents - end of period $ 412,565 $ 343,849 $ 68,716 Cash Flows from Operating Activities The decrease in cash provided by operating activities during the year ended December 31, 2024 was primarily due to the $106.0 million payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses during the year ended December 31, 2023, changes in accounts receivable and accrued compensation and employee benefits.
Actual payments are based on changes in SOFR and exclude the interest rate cap derivative instrument. 36 Table of Contents Cash Flows Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table presents selected data from Option Care Health’s consolidated statements of cash flows for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Variance (in thousands) Net cash provided by operating activities $ 258,447 $ 323,392 $ (64,945) Net cash used in investing activities (161,083) (36,470) (124,613) Net cash used in financing activities (277,305) (218,206) (59,099) Net (decrease) increase in cash and cash equivalents (179,941) 68,716 (248,657) Cash and cash equivalents - beginning of period 412,565 343,849 68,716 Cash and cash equivalents - end of period $ 232,624 $ 412,565 $ (179,941) Cash Flows from Operating Activities The change in cash provided by operating activities during the year ended December 31, 2025 was primarily due to increases in inventories due to strategic purchases and a focus on maximizing the impact from volume based rebates and prompt pay purchase discounts.
The Second Amendment, among other things, provides for revolving credit commitments by the applicable Revolving Credit Lenders in an aggregate amount of $400.0 million (the “Revolver Facility”) pursuant to which such lenders have agreed to make Revolving Credit Loans to the Company.
The Company’s Revolver Facility provides for borrowings up to $400.0 million pursuant to which such lenders have agreed to make Revolving Credit Loans to the Company.
The income tax expense for the year ended December 31, 2023 includes $21.8 million of tax expense related to the Termination Fee received, under the terms of the Mutual Termination Agreement, net of merger-related expenses, and the release of $5.8 million of state valuation allowance in September 2023. 36 Table of Contents Net Income and Other Comprehensive (Loss) Income Year Ended December 31, 2024 2023 Variance (in thousands, except for percentages) Net income $ 211,823 $ 267,090 $ (55,267) (20.7) % Other comprehensive (loss) income, net of tax: Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit (expense) (3,931) (6,181) 2,250 (36.4) % Other comprehensive (loss) income (3,931) (6,181) 2,250 (36.4) % Net comprehensive income $ 207,892 $ 260,909 $ (53,017) (20.3) % The change in net income for the year ended December 31, 2024 was attributable to the $106.0 million payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses during the year ended December 31, 2023.
The variance in the Company’s effective tax rate of 26.6% and 25.3% for the years ended December 31, 2025 and 2024, 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. 33 Table of Contents Net Income and Other Comprehensive (Loss) Income Year Ended December 31, 2025 2024 Variance (in thousands, except for percentages) Net income $ 207,585 $ 211,823 $ (4,238) (2.0) % Other comprehensive income (loss), net of tax: Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit (expense) (6,941) (3,931) (3,010) 76.6 % Other comprehensive (loss) income (6,941) (3,931) (3,010) 76.6 % Net comprehensive income $ 200,644 $ 207,892 $ (7,248) (3.5) % The change in net income was attributable to the factors described in the above sections.
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”). Income Tax Expense . The Company is subject to taxation in the United States and various states. The Company’s income tax expense is reflective of the current federal and state tax rates.
Other (expense) income primarily includes activity related to non-operating income and expenses. Income Tax Expense . The Company is subject to taxation in the United States and various states. The Company’s income tax expense is reflective of the current federal and state tax rates. Change in Unrealized (Loss) Gain on Cash Flow Hedge, Net of Income Tax Benefit (Expense) .
See Note 11, Indebtedness , of the consolidated financial statements for further information. The decrease in other, net during the year ended December 31, 2024 was due to the $106.0 million payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses during the year ended December 31, 2023.
See Note 11, Indebtedness , of the consolidated financial statements for further information. The change in other, net during the year ended December 31, 2025 was primarily attributable to accruals for an abandoned or unclaimed property voluntary disclosure agreement program related to the pre-merger operations of BioScrip, Inc.
The increase in cost of revenue was primarily driven by the growth in revenue, therapy mix, and acute drug supply chain disruption, as well as the comparable impact of certain temporary favorable therapy procurement dynamics in the prior year.
Acute growth was largely driven by the impact of shifts in the competitive landscape, which increased the volume of patient service. The increase in cost of revenue was primarily driven by the growth in revenue and therapy mix.
The decrease in gross profit margin was primarily due to the launch of certain new higher cost therapies included within chronic growth (including rare and orphan therapies) and to the same comparable impact of certain temporary favorable procurement dynamics in the prior year that did not continue into 2024.
The decrease in gross profit margin was primarily due to mix, including certain higher cost therapies included within chronic growth (including rare and orphan therapies) as well as biosimilar adoption, partially offset by certain mitigation efforts executed in the first quarter of 2025. Management expects these dynamics to negatively impact gross profit by $25 million to $35 million in 2026.
The Company continues to maintain strong liquidity and, having resumed submission of all claims to payers, has determined that the Change Healthcare Cybersecurity Incident did not materially impact the Company, including its business operations, financial condition or results of operations. 31 Table of Contents Composition of Results of Operations The following results of operations include the accounts of Option Care Health and our subsidiaries for the years ended December 31, 2024 and 2023.
This is the driving force behind all of our actions and the partnerships that we have broadly across the healthcare ecosystem. 29 Table of Contents Composition of Results of Operations The following results of operations include the accounts of Option Care Health and our subsidiaries for the years ended December 31, 2025 and 2024.
The variance in the Company’s effective tax rate of 25.3% for the year ended December 31, 2024, compared to the federal statutory rate of 21%, was also primarily attributable to state taxes, various non-deductible expenses, and a change in state valuation allowance.
The income tax expense for the year ended December 31, 2025 includes the release of $0.4 million of state valuation allowance, compared to a $2.2 million release in 2024.
Removed
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 non-hospital settings. Our services are provided in coordination with, and under the direction of, the patient’s physician.
Added
We have established key relationships that allow us access to local resources to ensure responsiveness to our patients’ needs. At the center of everything we do is the patient.
Removed
Our multidisciplinary team of clinicians, including pharmacists, nurses, dietitians and respiratory therapists, work with the physician to develop a plan of care suited to each patient’s specific needs. We provide home infusion services consisting of anti-infectives, nutrition support, therapies for neurological disorders and chronic inflammatory disorders, immunoglobulin therapy, and other therapies for chronic and acute conditions.
Added
Operating Expenses Year Ended December 31, 2025 2024 Variance (in thousands, except for percentages) Selling, general and administrative expenses $ 682,451 $ 630,251 $ 52,200 8.3 % Depreciation and amortization expense 67,538 60,909 6,629 10.9 % Total operating expenses $ 749,989 $ 691,160 $ 58,829 8.5 % The increase in selling, general and administrative expenses during the year ended December 31, 2025 was primarily due to investment in internal resources and other general costs to support both ongoing business needs as well as future business growth.
Removed
The Company operates in one segment, infusion services. Update on the Impact of the Change Healthcare Cybersecurity Incident As previously disclosed, on February 21, 2024, Change Healthcare, a subsidiary of UnitedHealth Group, experienced an incident in which a cybersecurity threat actor gained access to some of its information technology systems (“Change Healthcare Cybersecurity Incident”).
Added
Selling, general and administrative expenses have declined as a percentage of revenue to 12.1% for the year ended December 31, 2025 compared to 12.6% for the year ended December 31, 2024, due to the Company’s focus on leveraging existing infrastructure to control spending. The increase in depreciation and amortization expense was primarily due to the Intramed Plus acquisition.
Removed
Since the time of the system disruption, Option Care Health has worked continuously to find alternative processes to help maintain patient care and overall operations. As of December 31, 2024, the Company has not identified any compromise or unauthorized access of its systems or networks due to this third party incident.
Added
(“BioScrip”), which was entered into by BioScrip prior to its merger with the Company in 2019. As of December 31, 2025, the matters related to this program are ongoing.
Removed
As of the end of the second quarter of 2024, the Company reconnected to key applications maintained by Change Healthcare and as of the end of the fourth quarter of 2024, the Company has fully recovered.
Added
Additionally, the change in other, net was attributable to the $4.7 million loss on extinguishment of debt from the Company’s debt refinancing during the year ended December 31, 2025 with no comparable activity during the year ended December 31, 2024.
Removed
During the fourth quarter of 2024, the Company did not experience a material financial impact from the Change Healthcare Cybersecurity Incident on the financial results as reported.
Added
Ongoing financing cash flows are primarily associated with the quarterly principal payments on our outstanding debt, along with potential future share repurchases.
Removed
Depreciation of revenue-generating assets, such as infusion pumps, is included in cost of revenue. 32 Table of Contents Other Income (Expense) Interest Expense, Net .
Added
Interest payments are calculated based on current rates as of December 31, 2025.
Removed
During the year ended December 31, 2024, other income (expense) primarily includes activity related to non-operating income and expenses. During the year ended December 31, 2023, other income (expense) primarily includes the termination fee, net of merger-related expenses, received on behalf of Amedisys, Inc. (“Amedisys”).
Added
The change was also largely related to an increase in accounts receivable driven by revenue growth. The change in cash provided by operating activities for the year ended December 31, 2024 was largely driven by an increase in accounts payable due to timing of strategic purchases in inventories ahead of expected future price increases on certain drugs.
Removed
On May 3, 2023, the Company entered into a definitive merger agreement (the “Amedisys Merger Agreement”) with Amedisys, a leading provider of healthcare in home health and hospice settings. On June 26, 2023, the Company entered into an agreement to terminate the Amedisys Merger Agreement (the “Mutual Termination Agreement”).
Added
Cash Flows from Financing Activities The increase in cash used in financing activities was primarily related to the Company’s $310.0 million repurchase of common stock and related excise taxes during the year ended December 31, 2025, compared to $252.7 million repurchase of common stock and related excise taxes during the year ended December 31, 2024.
Removed
Change in Unrealized (Loss) Gain on Cash Flow Hedge, Net of Income Tax Benefit (Expense) .
Removed
Additionally, the Company received notice of a manufacturer’s intention to significantly reduce the spread at which the Company procures a certain therapy relative to drug reference prices beginning in early 2025, which is expected to negatively impact gross profit by approximately $60 million to $70 million in 2025.
Removed
There was no comparable activity during the year ended December 31, 2024.
Removed
The variance in the Company’s effective tax rate of 25.3% and 25.5% for the years ended December 31, 2024 and 2023, respectively, was primarily attributable to the difference in state taxes, various non-deductible expenses, and a change in state valuation allowance.
Removed
On December 7, 2023, the Company entered into the second amendment to the amended and restated First Lien Credit Agreement dated as of October 27, 2021 (the “Second Amendment”).
Removed
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.
Removed
Additionally, changes in accounts payable and inventory were driven by organic growth in the Company as well as strategic supply chain purchases.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added0 removed2 unchanged
Biggest changeSee Note 12, Derivative Instruments , of the consolidated financial statements for more information. A hypothetical 100-basis point increase or decrease in market interest rates associated with the unhedged variable-rate debt over a 12-month period would result in a change to interest expense of approximately $3.3 million. 42 Table of Contents
Biggest changeSee Note 12, Derivative Instruments , of the consolidated financial statements for more information. A hypothetical 100-basis point increase or decrease in market interest rates associated with the unhedged variable-rate debt over a 12-month period would result in a change to interest expense of approximately $3.8 million. 39 Table of Contents
At December 31, 2024, we had outstanding debt of $631.6 million under our First Lien Term Loan with a variable interest rate component. See Note 11, Indebtedness , of the consolidated financial statements for more information.
At December 31, 2025, we had outstanding debt of $676.3 million under our First Lien Term Loan with a variable interest rate component. See Note 11, Indebtedness , of the consolidated financial statements for more information.

Other OPCH 10-K year-over-year comparisons