[8-K] AdaptHealth Corp. Reports Material Event

Rhea-AI Filing Summary

Key transaction details: Selling securityholders, led by Sycamore Partners, are offering 10,000,000 shares of Torrid Holdings Inc. (NYSE: CURV) at a public offering price of $3.50, a 31% discount to the $5.08 closing price on 23 Jun 2025. Gross proceeds total $35.0 million; underwriting discounts are $0.18375 per share (5.25%), leaving $33.16 million to the sellers. An over-allotment option gives underwriters another 1.5 million shares within 30 days.

Concurrent repurchase: Torrid has separately agreed to repurchase $20 million of its own stock—approximately 6,030,908 shares—from Sycamore at the same $3.50 price. The buyback is contingent on the offering’s close, has board and audit-committee approval, and will settle concurrently on or about 26 Jun 2025. Underwriters receive no fees on the repurchased shares.

Impact on capital structure: Because the deal is a purely secondary sale, Torrid receives no new capital; instead, it spends $20 million in cash. If the repurchased shares are retired, net share count rises by roughly 3.97 million (10 million issued less 6.03 million repurchased). Public float increases, enhancing liquidity, while Sycamore’s ownership stake and influence decline.

Investor considerations: • Discounted pricing may pressure the share price near-term. • Cash outflow reduces balance-sheet flexibility but signals management’s confidence. • Increased float could attract new investors and research coverage. • The offering’s success and any exercise of the 1.5 million-share option will determine the final ownership mix.

Positive

• $20 million share repurchase demonstrates management’s confidence and offsets more than half of the shares sold, limiting net dilution.
• Expanded public float by roughly 4 million shares may improve trading liquidity and attract additional institutional coverage.

Negative

• 31 % pricing discount at $3.50 could signal weak demand and exert downward pressure on the stock near-term.
• No primary proceeds while $20 million cash outflow reduces Torrid’s liquidity and flexibility.
• Large sponsor divestment by Sycamore Partners may be interpreted as a lack of long-term commitment.

Insights

Equity Research Analyst

TL;DR – Secondary sale dilutes modestly, cash outflow offsets but signals confidence; near-term price overhang likely.

The transaction is shareholder-driven: Torrid receives no proceeds yet spends $20 million on the concurrent buyback. At $3.50, the offer represents a steep 31% discount, implying limited institutional demand at prevailing levels and creating short-term price pressure. Nevertheless, the buyback partially neutralises dilution and communicates board confidence in intrinsic value. Post-deal, float expansion of ~4 million shares should improve liquidity, a positive for valuation multiples. From a cash-flow perspective, $20 million equates to roughly 7–8 % of FY-24 revenue (not disclosed here but based on prior filings) and is manageable if operating trends remain stable. Net impact is moderately negative near term due to discount and cash use but potentially neutral-to-positive longer term if liquidity benefits outweigh the overhang.

Corporate Governance Specialist

TL;DR – Sponsor exit reduces control; board-approved buyback aligns interests with public holders.

Sycamore Partners’ sale signifies a continued step-down in private-equity ownership, reducing potential conflicts and aligning governance with a broader public shareholder base. Board and audit-committee oversight of the buyback meets best-practice standards, and the absence of underwriting fees on the repurchased block protects shareholder value. However, use of corporate cash solely to facilitate a sponsor exit—without strategic reinvestment—may raise questions about capital-allocation priorities. Overall governance effect is neutral: positive on independence, negative on resource deployment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2025

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2025, AdaptHealth Corp. (the “Company”) held the annual meeting of stockholders (the “Annual Meeting”) of the Company via live audio webcast. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 30, 2025. At the beginning of the Annual Meeting, there were 126,498,289 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) present or represented by proxy at the Annual Meeting, which represented 93.32% of the voting power of the shares of Common Stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s Common Stock were entitled to one vote for each share of Common Stock held as of the close of business on April 24, 2025, the record date for the Annual Meeting.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1. To elect six directors for a one-year term;

2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

3. A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.

The voting results for each of these proposals are set forth below.

1. Election of Directors.

Name		For		Withheld		Broker Non-Vote
Terence Connors		71,316,416		40,867,177		14,314,696
Brad Coppens		71,068,723		41,114,870		14,314,696
Ted Lundberg		77,247,690		34,935,903		14,314,696
Dr. Susan Weaver		101,119,825		11,063,768		14,314,696
David Williams III		99,010,198		13,173,395		14,314,696
Dale Wolf		77,985,396		34,198,197		14,314,696

Based on the votes set forth above, each director nominee was duly elected to serve as a director until the Company’s annual meeting of stockholders in 2026, or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

2. Ratification of Appointment of Independent Registered Public Accounting Firm.      

For		Against		Abstain
124,299,342		2,086,471		112,476

Based on the votes set forth above, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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3. Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.

For		Against		Abstain		Broker Non-Vote
105,733,612		6,409,613		40,368		14,314,696

Based on the votes set forth above, the stockholders approved this proposal on an advisory basis.

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SIGNATURES

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

Dated: June 20, 2025

AdaptHealth Corp.
By:	/s/ Richard Rew
	Name:	Richard Rew
	Title:	Chief Legal Officer, General Counsel and Secretary

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FAQ

How many Torrid (CURV) shares are being offered in the 424(b)(7) filing?

The selling securityholders are offering 10,000,000 shares of common stock.

What is the public offering price for Torrid’s secondary offering?

Shares are priced at $3.50 each, compared with the $5.08 closing price on 23 Jun 2025.

Will Torrid receive any proceeds from the 10 million-share sale?

No. All proceeds go to the selling securityholders; Torrid is not issuing new shares.

What is the size of Torrid’s concurrent share repurchase?

Torrid will repurchase $20 million of its own stock, equal to about 6,030,908 shares.

When is the offering expected to close?

Settlement and delivery are expected on or about 26 June 2025, concurrent with the buyback.