Owens & Minor SEC Filings

Owens & Minor (OMI): Coliseum Capital filed a Schedule 13D, replacing its prior 13G and signaling a more active posture. The reporting group—Coliseum Capital Management, Coliseum Capital, Coliseum Capital Partners, and principals Adam Gray and Christopher Shackelton—disclosed beneficial ownership of 13,100,807 shares, representing 16.9% of the common stock.

Coliseum states the stake was acquired for investment purposes and outlines potential actions under Item 4, including discussions with management and other stakeholders and evaluating proposals related to operations, governance, capitalization, business combinations, asset sales, or financing transactions. As context, Coliseum Capital Partners is the record owner of 10,657,337 shares and a separate account managed by Coliseum holds 2,443,470 shares. Shares outstanding were 77,346,594 as of October 24, 2025. The group reported no transactions in the 60 days preceding this filing.

Owens & Minor (OMI) filed its Q3 2025 10‑Q, highlighting modest growth in continuing operations but large losses tied to the pending divestiture of its Products & Healthcare Services (P&HS) segment. Net revenue from continuing operations was $697,264 for the quarter, up slightly from $686,846. Continuing operations posted an operating income of $26,470, but interest and other items drove a loss before taxes of $(3,635).

The company recorded a Q3 net loss of $(150,276), largely due to discontinued operations. Year‑to‑date, the net loss reached $(1,044,316), reflecting a $771,640 loss on classification of P&HS as held‑for‑sale and a $106,389 goodwill impairment. OMI also paid an $80,000 transaction breakage fee for terminating a prior acquisition.

On October 7, 2025, OMI signed an agreement to sell P&HS for $375 million in cash, retain a 5% equity interest, and included termination fees of $9.4 million or $19 million; closing is expected in the first quarter of 2026, subject to customary approvals. As of September 30, 2025, total debt was $2,115,261 with $270,700 drawn on the revolver and $280,000 due within twelve months. Equity swung to a deficit of $(429,507). Concentration risk rose as the largest commercial payor plans to terminate contracts representing $242,000 (12%) of nine‑month net revenue, including $173,000 of capitation revenue.

Owens & Minor (OMI) furnished materials related to its results of operations. The company issued a press release covering financial results for the third quarter and nine months ended September 30, 2025, and made an earnings presentation available on its investor relations website.

Both documents were furnished, not filed, under Items 2.02 and 7.01, respectively, and are included as Exhibits 99.1 and 99.2. As furnished materials under General Instruction B.2, they are not subject to Section 18 liability or incorporated by reference unless specifically referenced.

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 5,962,847 shares of Owens & Minor (OMI) common stock, representing 7.71% of the class as of 09/30/2025.

Vanguard reports 0 shares with sole voting power and 739,487 with shared voting power. It has 5,153,718 shares with sole dispositive power and 809,129 with shared dispositive power. The filer is classified as an investment adviser (IA) and certifies the holdings were acquired and are held in the ordinary course, not to change or influence control.

Dimensional Fund Advisors LP filed an amended Schedule 13G reporting beneficial ownership of 3,507,559 shares of Owens & Minor Inc common stock, representing 4.5% of the class as of 09/30/2025. Dimensional states these shares are owned by client Funds for which it serves as adviser or sub-adviser and disclaims beneficial ownership; the filing shows 3,428,992 shares with sole voting power and no shared voting or dispositive power reported. The filing affirms the holdings are in the ordinary course of business and not intended to influence control.

Owens & Minor, Inc. agreed to sell its Products & Healthcare Services business (O&M PHS LLC) to Dominion Healthcare Acquisition Corporation for $375,000,000 in cash, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. As part of the transaction, Owens & Minor will receive non‑voting rollover interests in Purchaser Parent in exchange for certain company securities; those rollover interests pay 50% of distributions after Purchaser Parent has made aggregate distributions of $310 million until Owens & Minor receives $200 million, and 5% of distributions thereafter.

The Equity Purchase Agreement and a company press release are dated October 7, 2025. The filing states related SEC reports (Form 10‑K and Form 10‑Q for specified periods) and that the cover page XBRL tags are embedded in the Inline XBRL document.

Owens & Minor insider transaction: Jonathan A. Leon, EVP & CFO of Owens & Minor (OMI), reported a transaction dated 09/23/2025 in which 4,265 shares of the company's common stock were disposed at a reported price of $5.40 per share. The filing states these shares were surrendered to the issuer to satisfy tax withholding obligations arising from the vesting of restricted stock. After the disposal, Mr. Leon is reported to beneficially own 218,522 shares directly. The Form 4 was signed by a power of attorney on 09/24/2025.

Coliseum Capital affiliates reported multiple open-market purchases of Owens & Minor, Inc. (OMI) common stock between 08/12/2025 and 08/14/2025. The filings show purchases of 720,000, 325,000 and 492,852 shares at weighted-average prices of $5.15, $5.46 and $5.31, respectively. After these transactions the reporting persons beneficially owned 13,100,807 shares in the aggregate, held indirectly through Coliseum Capital Partners, L.P. and a separate advisory account; footnotes state CCP directly owned 10,657,337 shares and the Separate Account 2,443,470 shares. No derivative securities were reported.