AdaptHealth (NASDAQ: AHCO) to divest Diabetes Health business to Cardinal Health for $235M
Rhea-AI Filing Summary
AdaptHealth Corp. agreed on July 19, 2026 to sell substantially all assets of its Diabetes Health business to RGH Enterprises, LLC, a Cardinal Health subsidiary, for $235 million in cash, subject to a net working capital adjustment. The buyer will assume specified liabilities, and will place $8.0 million of the price in escrow for post-closing adjustments and $18.8 million to secure AdaptHealth’s indemnification obligations. Closing conditions include antitrust clearance under the Hart-Scott-Rodino Act and other competition and healthcare laws, absence of legal prohibitions or a material adverse effect on the business, accuracy of representations and covenants, completion of a separation plan, and acceptance of employment offers by at least 80% of offered employees including a key employee.
The agreement includes a four-year non-compete in North America, a two-year non-solicitation covenant for transferred personnel, and a seven-year confidentiality obligation. It can be terminated for customary reasons, including failure to close within 12 months; in certain antitrust-related terminations, the purchaser must pay AdaptHealth a $9.4 million fee. Following closing, the Diabetes Health business will be reported as discontinued operations. Management describes the divestiture as a significant step in a multi-year plan to focus on core Sleep Health, Respiratory Health and Wellness at Home segments, redeploy capital toward these areas, and further strengthen the balance sheet, with more detail to be provided on the August 4, 2026 earnings call.
Positive
- The Diabetes Health business is being sold for $235 million in cash, and management states the transaction will allow AdaptHealth to redeploy capital toward core sleep and respiratory segments and further strengthen its balance sheet.
- AdaptHealth negotiated a $9.4 million reverse termination fee payable by the purchaser if antitrust clearance is not obtained in specified circumstances, providing some compensation if the deal is blocked.
Negative
- None.
Filing Explained
Although the press release calls Diabetes Health “recently sold,” the July 19 agreement establishes a signed but not completed divestiture: closing remains subject to regulatory clearance and other conditions, so the $235.0 million cash price is not yet a completed sale or disclosed proceeds receipt.
8-K Event Classification
Key Figures
Key Terms
Asset Purchase Agreement financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
non-competition covenant regulatory
discontinued operations financial
Transition Services Agreement financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What business is AdaptHealth (AHCO) selling to Cardinal Health?
What is the purchase price for AdaptHealth’s (AHCO) Diabetes Health divestiture?
What conditions must be satisfied before AdaptHealth (AHCO) closes the Diabetes Health sale?
What post-closing restrictions will AdaptHealth (AHCO) face after selling the Diabetes Health business?
How will the Diabetes Health business be reported in AdaptHealth’s (AHCO) financials?
What protection does AdaptHealth (AHCO) have if the Diabetes Health sale is blocked on antitrust grounds?
What will AdaptHealth’s (AHCO) operations look like after the Diabetes Health divestiture?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
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 |
Name of each
exchange on which registered | ||
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 1.01. Entry Into a Material Definitive Agreement.
Asset Purchase Agreement
On July 19, 2026, AdaptHealth Corp., a Delaware corporation (the “Company”), entered into an asset purchase agreement (the “Purchase Agreement”) by and between the Company and RGH Enterprises, LLC, an Ohio limited liability company and a wholly owned subsidiary of Cardinal Health, Inc. (the “Purchaser”). Under the Purchase Agreement, the Company has agreed to sell, and the Purchaser has agreed to purchase, substantially all of the assets related to the Company’s business of providing medical devices and related services to patients for the treatment of diabetes (the “Business”), and the Purchaser has agreed to assume certain specified liabilities of the Business (the “Transaction”). The aggregate purchase price for the assets being sold is $235.0 million in cash, subject to a customary post-closing adjustment for net working capital of the Business as of closing (the “Purchase Price”). At the closing, the Purchaser will deposit a portion of the Purchase Price in escrow, in an amount of (i) $8.0 million to secure post-closing purchase price adjustment obligations and (ii) $18.8 million to secure the Company’s indemnification obligations under the Purchase Agreement.
The Purchase Agreement includes customary terms and conditions, including provisions that require the Company to indemnify the Purchaser for certain losses that it incurs, including as a result of a breach by the Company of its representations and warranties in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Purchaser. Among other things, the Company has agreed to conduct the Business in the ordinary course during the period between the signing of the Purchase Agreement and the closing, and to refrain from taking certain specified actions with respect to the Business without the Purchaser's consent. The Company has also agreed not to solicit, initiate, or engage in discussions regarding alternative acquisition proposals with respect to the Business.
The Company has agreed to certain restrictive covenants, including (i) a non-competition covenant pursuant to which the Company will not engage in a business that competes with the Business in North America for a period of four years following the closing, (ii) a non-solicitation covenant with respect to transferred employees and independent contractors for a period of two years following the closing, and (iii) a confidentiality covenant with respect to non-public information concerning the Business for a period of seven years following the closing.
The completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and all consents, approvals or authorizations of, declarations or filings with or notices to certain other governmental authorities having been obtained or made pursuant to specified other applicable competition laws or healthcare transaction notice laws, (ii) the absence of any law or order prohibiting the consummation of the Transaction, (iii) the accuracy of the parties’ respective representations and warranties and compliance with their respective covenants, subject to specified materiality standards, (iv) the absence of a material adverse effect on the Business since the date of the Purchase Agreement, (v) the acceptance of offers of employment by at least 80% of the offered employees and a specified key employee, and (vi) the completion of a separation plan with respect to the Business.
- 2 -
The Purchase Agreement may be terminated under certain circumstances, including (i) by mutual written consent of the parties, (ii) by either party if the closing has not occurred by an outside date of twelve months following the date of the Purchase Agreement, subject to automatic extension under specified circumstances, and (iii) by either party for an uncured breach by the other party, subject to specified materiality standards, or if a governmental authority permanently prohibits the Transaction. Upon termination of the Purchase Agreement under certain specified circumstances relating to the failure to obtain antitrust clearance, the Purchaser will be required to pay the Company a termination fee equal to $9.4 million.
Following the closing, and subject to the limitations set forth in the Purchase Agreement, each party has agreed to indemnify the other for, among other things, breaches of representations, warranties, covenants and agreements, and, in the case of the Company, for excluded assets and excluded liabilities, and, in the case of the Purchaser, for assumed liabilities. The representations and warranties generally survive for a period of eighteen months following the closing, subject to longer survival periods for certain fundamental representations and specified matters. The Company's indemnification obligations for breaches of representations and warranties are generally subject to a deductible and an aggregate cap, subject to customary exceptions for fundamental representations and fraud.
In connection with the closing, the parties will enter into certain ancillary agreements, including an Escrow Agreement, an Assignment and Assumption Agreement, a Transition Services Agreement and an IP License Agreement.
A copy of the Agreement is attached hereto as Exhibit 2.1, and the description of the material terms of the Purchase Agreement in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished or filed herewith, as applicable:
| Exhibit No. |
Description | |
| 2.1* | Asset Purchase Agreement, dated as of July 19, 2026, by and among AdaptHealth Corp. and RGH Enterprises, LLC. | |
| 99.1 | Press Release, dated July 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain information has been omitted from this document in accordance with Items 601(b)(2) and 601(b)(1) of Regulation S-K. The schedules to the Asset Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any schedule omitted from the Asset Purchase Agreement to the SEC upon request.
- 3 -
SIGNATURE
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: July 20, 2026
| AdaptHealth Corp. | ||
| By: | /s/ Jason Clemens | |
| Name: | Jason Clemens | |
| Title: | Chief Financial Officer | |
- 4 -
Exhibit 99.1
ADAPTHEALTH CORP.
FOR IMMEDIATE RELEASE
AdaptHealth Corp Enters into Definitive Agreement to Divest Diabetes Health Business to Cardinal Health
| • | Continues the Company's multi-year effort to focus its portfolio on its core sleep, respiratory, and supporting home medical equipment businesses |
| • | Sharpens strategic focus on businesses where the Company crosses the threshold of the home to deliver clinical value to patients |
| • | Increases capital flexibility for reinvestment in core businesses and debt reduction, accelerating AdaptHealth's deleveraging trajectory and strengthening its balance sheet |
| • | Improves AdaptHealth's expected revenue growth profile and adjusted EBITDA margins on a go-forward basis |
| • | Positions Diabetes Health with an owner whose scale and operational capabilities are matched to the demands of direct-to-patient distribution of diabetes medical supplies |
CONSHOHOCKEN, Pa. – July 20, 2026 - AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services, announced today that it is divesting its Diabetes Health business to Cardinal Health.
Under the terms of an agreement signed July 19, 2026, Cardinal Health will acquire AdaptHealth's Diabetes Health business for $235 million in cash, subject to customary purchase price adjustments. The transaction is subject to regulatory review under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.
Suzanne Foster, CEO of AdaptHealth, said, “The divestiture of our Diabetes Health business is the latest – and most significant – step in a deliberate, multi-year effort to focus AdaptHealth on our core businesses where we have the strongest competitive position and the clearest path to growth. Over the past two years, we have systematically reshaped our portfolio around our core sleep, respiratory and supporting HME business lines, where we cross the threshold of the home to deliver clinical value to patients.”
Ms. Foster continued, “We are confident that in Cardinal Health, Diabetes Health is going to an owner that has the scale and operational capabilities required to realize the asset's full potential. For AdaptHealth, this transaction allows us to redeploy capital toward our core strengths, further strengthen our balance sheet, and accelerate our pursuit of the compelling growth opportunities ahead of us in sleep and respiratory care."
The Company will provide a comprehensive update on the financial and guidance implications of the transaction, including the treatment of Diabetes Health as a discontinued operation, on its second quarter 2026 earnings call, scheduled for August 4, 2026.
Deutsche Bank Securities Inc. is serving as financial advisor and Reed Smith is serving as legal counsel to AdaptHealth. J.P. Morgan Securities LLC is serving as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP and DLA Piper are serving as legal advisors to Cardinal Health.
- 1 -
ADAPTHEALTH CORP.
About AdaptHealth Corp.
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services. The Company now operates under three reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, and (iii) Wellness at Home. The Sleep Health segment provides sleep therapy equipment, supplies and related services (including CPAP and BiLevel services) to individuals for the treatment of obstructive sleep apnea. The Respiratory Health segment provides oxygen and home mechanical ventilation equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic obstructive pulmonary disease and chronic respiratory failure. The Wellness at Home segment provides home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities. The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing essential medical supplies and durable medical equipment. The recently sold Diabetes Health segment provides medical devices, including continuous glucose monitors and insulin pumps, and related services to patients for the treatment of diabetes and will be treated as Discontinued Operations going forward.
The Company is proud to partner with an extensive and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid, and commercial insurance payors, reaching approximately 4.5 million patients annually in all 50 states through its network of approximately 670 locations in 48 states.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the proposed divestiture of the Diabetes Health business, the expected closing of the proposed divestiture and the timing thereof, descriptions of the Company and its operations after giving effect to the proposed divestiture, projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations and the Company’s acquisition pipeline. These statements are based on various assumptions and on the current expectations of AdaptHealth management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings to which the Company may become a party or governmental investigations to which the Company may become subject that could interrupt or limit the Company’s operations, result in adverse judgments, settlements or fines and create negative publicity; changes in the Company’s customers’ preferences, prospects and the competitive conditions prevailing in the healthcare sector. A further description of such risks and uncertainties can be found in the Company’s filings with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently knows or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
- 2 -
ADAPTHEALTH CORP.
Contacts
AdaptHealth Corp.
Jason Clemens, CFA
Chief Financial Officer
IR@adapthealth.com
Luke Montgomery, CFA
SVP, Investor Relations
luke.montgomery@adapthealth.com
- 3 -