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AdaptHealth (NASDAQ: AHCO) boosts COO salary and grants $464K RSUs

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(Neutral)
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Form Type
8-K/A

Rhea-AI Filing Summary

AdaptHealth Corp. filed an amended report to correct the Date of Report for its earlier disclosure about appointing Daniel McFadden as Chief Operating Officer and to add his final compensation terms. The board’s compensation committee raised his annual base salary from $410,000 to $550,000, retroactive to the May 4, 2026 appointment date, and kept his target annual bonus at 100% of base salary, pro-rated for 2026. He also received a one-time restricted stock unit grant valued at $464,110, with half vesting annually over three years and half vesting between 0% and 200% based on relative total shareholder return over a three-year performance period beginning on February 1, 2026.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
COO base salary $410,000 Annual base salary before increase
COO new base salary $550,000 Annual base salary after increase, retroactive to May 4, 2026
Target bonus rate 100% of base salary Annual incentive bonus target for COO
RSU grant value $464,110 One-time restricted stock unit award value
Time-based RSU vesting 3 years 50% of RSUs vest in equal annual installments
Performance RSU vesting range 0%–200% Based on relative TSR over performance period
Performance period start February 1, 2026 Start of three-year TSR performance period
Correct Date of Report May 4, 2026 Corrected date for the original current report
restricted stock units financial
"approved a one-time grant of restricted stock units covering a number of shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
total shareholder return financial
"eligible to vest between 0% and 200% based on the Company’s total shareholder return"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
Second Amended and Restated 2019 Stock Incentive Plan financial
"pursuant to the Company’s Second Amended and Restated 2019 Stock Incentive Plan"
performance period financial
"over a three-year performance period beginning on February 1, 2026"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
Compensation Committee financial
"the Compensation Committee of the Company’s Board of Directors"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What compensation changes did AdaptHealth (AHCO) approve for its new COO?
AdaptHealth increased COO Daniel McFadden’s annual base salary to $550,000, retroactive to May 4, 2026, and maintained a target annual bonus equal to 100% of base salary, pro-rated for the 2026 fiscal year.

What equity award did AdaptHealth (AHCO) grant to COO Daniel McFadden?
AdaptHealth granted McFadden a one-time restricted stock unit award valued at $464,110. Half vests in equal annual installments over three years, and half vests based on relative total shareholder return performance.

How is Daniel McFadden’s bonus structured at AdaptHealth (AHCO)?
McFadden is eligible for an annual incentive bonus with a target equal to 100% of his increased base salary. For 2026, both the target bonus and any payout will be pro-rated based on actual salary paid.

What performance conditions apply to AdaptHealth (AHCO) COO’s performance-based RSUs?
Fifty percent of McFadden’s RSUs can vest between 0% and 200% based on AdaptHealth’s total shareholder return versus peers over a three-year period beginning February 1, 2026, subject to continued employment.

Why did AdaptHealth (AHCO) file this 8-K/A amendment?
AdaptHealth filed the amendment to correct the Date of Report on an earlier filing from May 5, 2026 to May 4, 2026 and to add newly approved compensation details for COO Daniel McFadden.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 4, 2026

 

 

AdaptHealth Corp.

(Exact name of registrant as specified in its charter)

 

Delaware  001-38399  82-3677704
(State or other jurisdiction of
incorporation)		  (Commission File Number)  (IRS Employer Identification No.)

 

555 East North Lane, Suite 5075, Conshohocken, PA

   19428
(Address of principal executive offices)   (Zip Code)
     
(610) 424-4515

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading 
Symbol(s)		   Name of each exchange on which
registered
Common Stock, par value $0.0001 per share   AHCO   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 5, 2026, AdaptHealth Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) reporting, among other things, the appointment of Daniel McFadden as Chief Operating Officer of the Company, effective as of May 4, 2026 (the “Appointment Date”). The Original Filing inadvertently reported the Date of Report (Date of earliest event reported) on the cover page as May 5, 2026, when it should have been reported as May 4, 2026. The Company is filing this Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) to (i) correct the incorrect Date of Report on the Original Filing and (ii) provide additional information regarding material changes to Mr. McFadden’s compensation that had not been determined at the time of the Original Filing. This Amendment No. 1 supplements the Original Filing and should be read in conjunction with the Original Filing.

 

On May 27, 2026, in connection with Mr. McFadden’s promotion to Chief Operating Officer, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved an increase to Mr. McFadden’s annual base salary from $410,000 to $550,000, with retroactive effect to the Appointment Date. Mr. McFadden will continue to be eligible to receive an annual incentive bonus with a target amount equal to 100% of his increased base salary. For the Company’s 2026 fiscal year, such target bonus amount and any actual bonus payable will be pro-rated based on the actual base salary paid to Mr. McFadden in 2026. The Committee also approved a one-time grant of restricted stock units covering a number of shares of the Company’s common stock with a value of $464,110 (determined in a manner consistent with the Company’s historic practices) pursuant to the Company’s Second Amended and Restated 2019 Stock Incentive Plan, 50% of which will vest in equal installments annually over three years and 50% of which will be eligible to vest between 0% and 200% based on the Company’s total shareholder return (“TSR”) relative to the TSRs of the Company’s peer companies over a three-year performance period beginning on February 1, 2026, subject to Mr. McFadden’s continued employment with the Company.

 

Except as expressly stated herein, this Amendment No. 1 does not amend or update any other information contained in the Original Filing, which remains unchanged.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: June 1, 2026

 

AdaptHealth Corp.  
   
By: /s/ Jason Clemens  
  Name: Jason Clemens  
  Title: Chief Financial Officer  

 

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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