[10-Q] Option Care Health, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Option Care Health (OPCH) filed its Q3 2025 10‑Q, reporting solid growth with stable profitability. Net revenue rose to $1,435,016,000 from $1,278,546,000, up 12.2% year over year, driven by increased acute and chronic therapy volumes. Gross profit was $272,902,000 versus $256,749,000, while operating income held at $84,507,000. Net income was $51,816,000 compared with $53,856,000, and diluted EPS was $0.32 versus $0.31.

For the first nine months, revenue reached $4,184,073,000 and net income was $149,081,000. The company closed the Intramed Plus acquisition for $117,247,000 (net of cash), adding referral sources and trademarks and increasing goodwill. It refinanced its First Lien Term Loan, cutting the rate to Term SOFR plus 1.75% and extending maturity to September 22, 2032, and added $49,600,000 of incremental debt. Cash from operations was $222,556,000; cash ended at $309,822,000. OPCH repurchased 6,805,621 shares year‑to‑date for $212,500,000, with $287,500,000 remaining under its authorization. Shares outstanding were 160,108,000 as of September 30, 2025.

Insights

Healthcare services analyst

Revenue grew double‑digits; margins compressed modestly; balance sheet extended maturities.

Option Care Health delivered Q3 net revenue of $1.435B, up 12.2%, as acute and chronic therapies expanded. Gross margin dipped to 19.0% as higher‑cost chronic therapies and reduced procurement spread weighed on mix. Operating income remained steady at $84.5M, and diluted EPS was $0.32.

The refinancing lowered the First Lien Term Loan spread to Term SOFR + 1.75% and pushed maturity to September 22, 2032, adding $49.6M incremental debt. Interest expense rose year over year, partly from lower interest income and a $4.7M extinguishment loss. Cash from operations of $222.6M supported $212.5M buybacks and the Intramed Plus acquisition for $117.2M (net of cash).

Key dependencies include payer mix and procurement spreads, which management notes remain pressured. Equity‑method joint ventures contributed earnings, and leverage remains manageable with extended maturities. Subsequent filings may detail procurement spread trends and integration progress following the Intramed Plus acquisition.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 30, 2025
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from     to

Commission file number: 001-11993

OPTION CARE HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware						05-0489664
(State of incorporation)						(I.R.S. Employer Identification No.)
3000 Lakeside Dr. Suite 300N, Bannockburn, IL						60015
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code:

312-940-2443

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, $0.0001 par value per share			OPCH			Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑     Accelerated filer ☐     Non-accelerated filer ☐     Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐     No ☑  

On October 28, 2025, there were 158,732,706 shares of the registrant’s Common Stock outstanding.

1

TABLE OF CONTENTS

						Page Number
PART I
Item 1.			Financial Statements			4
			Condensed Consolidated Balance Sheets			5
			Unaudited Condensed Consolidated Statements of Comprehensive Income			6
			Unaudited Condensed Consolidated Statements of Cash Flows			7
			Unaudited Condensed Consolidated Statements of Stockholders’ Equity			8
			Notes to Unaudited Condensed Consolidated Financial Statements			9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			34
Item 4.			Controls and Procedures			34
PART II
Item 1.			Legal Proceedings			35
Item 1A.			Risk Factors			35
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 5.			Other Information			35
Item 6.			Exhibits			36
SIGNATURES						37

2

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to “Option Care Health,” the “Company,” “we,” “us” and “our” refer to Option Care Health, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

This Form 10-Q includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning our expectations regarding industry and macroeconomic trends and our operating performance. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. If any of these risks materialize, or if any of our assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, those set forth in Item 1A, “Risk Factors,” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”). Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. We caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Form 10-Q. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date hereof. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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PART I

FINANCIAL INFORMATION

Item 1.    Financial Statements

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OPTION CARE HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

			September 30, 2025						December 31, 2024
			(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			$	309,822					$	412,565
Accounts receivable, net			474,500						409,733
Inventories			415,723						388,131
Prepaid expenses and other current assets			82,721						112,198
Total current assets			1,282,766						1,322,627
NONCURRENT ASSETS:
Property and equipment, net			134,298						127,367
Operating lease right-of-use asset			92,439						86,528
Intangible assets, net			22,732						16,993
Referral sources, net			295,716						284,017
Goodwill			1,606,646						1,540,246
Other noncurrent assets			45,248						43,965
Total noncurrent assets			2,197,079						2,099,116
TOTAL ASSETS			$	3,479,845					$	3,421,743
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable			$	627,867					$	610,779
Accrued compensation and employee benefits			72,460						63,028
Accrued expenses and other current liabilities			93,324						77,783
Current portion of operating lease liability			23,475						22,044
Current portion of long-term debt			6,780						6,512
Total current liabilities			823,906						780,146
NONCURRENT LIABILITIES:
Long-term debt, net of discount, deferred financing costs and current portion			1,155,056						1,104,641
Operating lease liability, net of current portion			90,894						84,776
Deferred income taxes			50,019						47,576
Other noncurrent liabilities			1,311						366
Total noncurrent liabilities			1,297,280						1,237,359
Total liabilities			2,121,186						2,017,505
STOCKHOLDERS’ EQUITY:
Preferred stock; $0.0001 par value; 12,500,000 shares authorized, no shares outstanding as of September 30, 2025 and December 31, 2024			—						—
Common stock; $0.0001 par value: 250,000,000 shares authorized, 184,498,929 shares issued and 160,107,695 shares outstanding as of September 30, 2025; 183,846,725 shares issued and 166,261,112 shares outstanding as of December 31, 2024			18						18
Treasury stock; 24,391,234 and 17,585,613 shares outstanding, at cost, as of September 30, 2025 and December 31, 2024, respectively			(722,192)						(507,598)
Paid-in capital			1,256,914						1,231,435
Retained earnings			818,417						669,336
Accumulated other comprehensive income			5,502						11,047
Total stockholders’ equity			1,358,659						1,404,238
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	3,479,845					$	3,421,743

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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OPTION CARE HEALTH, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
NET REVENUE			$	1,435,016					$	1,278,546					$	4,184,073					$	3,651,784
COST OF REVENUE			1,162,114						1,021,797						3,379,076						2,907,170
GROSS PROFIT			272,902						256,749						804,997						744,614
OPERATING COSTS AND EXPENSES:
Selling, general and administrative expenses			172,104						156,999						510,314						465,524
Depreciation and amortization expense			16,291						14,659						48,278						44,294
Total operating expenses			188,395						171,658						558,592						509,818
OPERATING INCOME			84,507						85,091						246,405						234,796
OTHER INCOME (EXPENSE):
Interest expense, net			(14,146)						(12,345)						(41,824)						(38,150)
Equity in earnings of joint ventures			2,176						1,391						5,300						3,921
Other, net			(3,570)						(583)						(8,497)						1,983
Total other (expense) income			(15,540)						(11,537)						(45,021)						(32,246)
INCOME BEFORE INCOME TAXES			68,967						73,554						201,384						202,550
INCOME TAX EXPENSE			17,151						19,698						52,303						50,860
NET INCOME			$	51,816					$	53,856					$	149,081					$	151,690
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit of $478, $1,998, $1,809 and $1,785, respectively			$	(1,463)					$	(6,127)					$	(5,545)					$	(5,475)
OTHER COMPREHENSIVE (LOSS) INCOME			(1,463)						(6,127)						(5,545)						(5,475)
NET COMPREHENSIVE INCOME			$	50,353					$	47,729					$	143,536					$	146,215
EARNINGS PER COMMON SHARE:
Earnings per share, basic			$	0.32					$	0.32					$	0.91					$	0.88
Earnings per share, diluted			$	0.32					$	0.31					$	0.91					$	0.87
Weighted average common shares outstanding, basic			161,829						170,636						163,393						172,490
Weighted average common shares outstanding, diluted			163,086						171,941						164,602						173,848

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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OPTION CARE HEALTH, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

			Nine Months Ended September 30,
			2025						2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income			$	149,081					$	151,690
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization expense			50,374						46,029
Non-cash operating lease costs			19,756						17,892
Deferred income taxes - net			2,443						10,088
Loss on extinguishment of debt			4,744						377
Amortization of deferred financing costs			3,455						3,465
Equity in earnings of joint ventures			(5,300)						(3,921)
Stock-based incentive compensation expense			30,638						27,620
Distribution from equity method investments			2,100						1,250
Other adjustments			(435)						(1,845)
Changes in operating assets and liabilities:
Accounts receivable, net			(55,430)						(51,293)
Inventories			(24,899)						(36,595)
Prepaid expenses and other current assets			24,694						(3,175)
Accounts payable			10,224						164,754
Accrued compensation and employee benefits			8,338						(31,673)
Accrued expenses and other current liabilities			15,834						5,560
Operating lease liabilities			(18,118)						(16,833)
Other noncurrent assets and liabilities			5,057						3,880
Net cash provided by operating activities			222,556						287,270
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment			(27,661)						(25,266)
Business acquisitions, net of cash acquired			(117,247)						—
Other investing activities			(2,529)						—
Net cash used in investing activities			(147,437)						(25,266)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock-based compensation tax withholdings			(7,916)						(11,235)
Purchase of company stock and related excise taxes			(214,887)						(160,122)
Repayments of debt principal			(3,255)						(4,756)
Proceeds from issuance of debt			229,472						49,959
Retirement of debt obligations			(180,239)						—
Deferred financing costs			(3,382)						(77)
Other financing activities			2,345						3,404
Net cash used in financing activities			(177,862)						(122,827)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(102,743)						139,177
Cash and cash equivalents - beginning of the period			412,565						343,849
CASH AND CASH EQUIVALENTS - END OF PERIOD			$	309,822					$	483,026
Supplemental disclosure of cash flow information:
Cash paid for interest			$	42,520					$	48,666
Cash paid for income taxes			$	49,836					$	45,258
Cash paid for operating leases			$	22,867					$	21,861

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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OPTION CARE HEALTH, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS)

			Preferred Stock						Common Stock						Treasury Stock						Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
Balance - December 31, 2023			$	—					$	18					$	(255,107)					$	1,204,270					$	457,513					$	14,978					$	1,421,672
Exercise of stock options, vesting of restricted stock, and related tax withholdings			—						—						—						(8,182)						—						—						(8,182)
Stock-based incentive compensation			—						—						—						9,605						—						—						9,605
Purchase of company stock and related tax effects			—						—						(40,289)						—						—						—						(40,289)
Net income			—						—						—						—						44,791						—						44,791
Other comprehensive income			—						—						—						—						—						1,551						1,551
Balance - March 31, 2024			$	—					$	18					$	(295,396)					$	1,205,693					$	502,304					$	16,529					$	1,429,148
Exercise of stock options, vesting of restricted stock, and related tax withholdings			—						—						—						1,299						—						—						1,299
Stock-based incentive compensation			—						—						—						7,608						—						—						7,608
Purchase of company stock and related tax effects			—						—						(78,768)						—						—						—						(78,768)
Net income			—						—						—						—						53,043						—						53,043
Other comprehensive loss			—						—						—						—						—						(899)						(899)
Balance - June 30, 2024			$	—					$	18					$	(374,164)					$	1,214,600					$	555,347					$	15,630					$	1,411,431
Exercise of stock options, vesting of restricted stock, and related tax withholdings			—						—						—						(948)						—						—						(948)
Stock-based incentive compensation			—						—						—						10,407						—						—						10,407
Purchase of company stock and related tax effects			—						—						(42,388)						—						—						—						(42,388)
Net income			—						—						—						—						53,856						—						53,856
Other comprehensive loss			—						—						—						—						—						(6,127)						(6,127)
Balance - September 30, 2024			$	—					$	18					$	(416,552)					$	1,224,059					$	609,203					$	9,503					$	1,426,231
Balance - December 31, 2024			$	—					$	18					$	(507,598)					$	1,231,435					$	669,336					$	11,047					$	1,404,238
Exercise of stock options, vesting of restricted stock, and related tax withholdings			—						—						—						(5,436)						—						—						(5,436)
Stock-based incentive compensation			—						—						—						8,801						—						—						8,801
Purchase of company stock and related tax effects			—						—						(101,113)						—						—						—						(101,113)
Net income			—						—						—						—						46,742						—						46,742
Other comprehensive loss			—						—						—						—						—						(2,398)						(2,398)
Balance - March 31, 2025			$	—					$	18					$	(608,711)					$	1,234,800					$	716,078					$	8,649					$	1,350,834
Exercise of stock options, vesting of restricted stock, and related tax withholdings			—						—						—						(33)						—						—						(33)
Stock-based incentive compensation			—						—						—						10,712						—						—						10,712
Purchase of company stock and related tax effects			—						—						(50,404)						—						—						—						(50,404)
Net income			—						—						—						—						50,523						—						50,523
Other comprehensive loss			—						—						—						—						—						(1,684)						(1,684)
Balance - June 30, 2025			$	—					$	18					$	(659,115)					$	1,245,479					$	766,601					$	6,965					$	1,359,948
Exercise of stock options, vesting of restricted stock, and related tax withholdings			—						—						—						310						—						—						310
Stock-based incentive compensation			—						—						—						11,125						—						—						11,125
Purchase of company stock and related tax effects			—						—						(63,077)						—						—						—						(63,077)
Net income			—						—						—						—						51,816						—						51,816
Other comprehensive loss			—						—						—						—						—						(1,463)						(1,463)
Balance - September 30, 2025			$	—					$	18					$	(722,192)					$	1,256,914					$	818,417					$	5,502					$	1,358,659

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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OPTION CARE HEALTH, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND PRESENTATION OF FINANCIAL STATEMENTS

Corporate Organization and Business — Option Care Health, and its wholly-owned subsidiaries, provide infusion therapy and other ancillary healthcare services through a national network of 87 full service pharmacies, including 74 with ambulatory infusion suites. Additionally, the Company has 105 stand-alone ambulatory infusion suites, including 24 with advanced practitioner capabilities. 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 nonhospital settings. The Company operates in one segment, infusion services. The Company’s stock is listed on the Nasdaq Global Select Market as of September 30, 2025.

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States and contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for interim financial reporting. The results of operations for the interim periods presented are not necessarily indicative of the results of operations for the entire year. These unaudited condensed consolidated financial statements do not include all of the information and notes to the financial statements required by GAAP for complete financial statements and should be read in conjunction with the 2024 audited consolidated financial statements, including the notes thereto, as presented in our Form 10-K.

Principles of Consolidation — The Company’s unaudited condensed consolidated financial statements include the accounts of Option Care Health, Inc. and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation.

The Company has investments in companies that are 50% owned and are accounted for as equity-method investments. The Company’s share of earnings from equity-method investments is included in the line entitled “Equity in earnings of joint ventures” in the unaudited condensed consolidated statements of comprehensive income. See Equity-Method Investments within Note 2, Summary of Significant Accounting Policies, for further discussion of the Company’s equity-method investments.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of September 30, 2025, cash equivalents consisted of money market funds.

Prepaid Expenses and Other Current Assets — Included in prepaid expenses and other current assets are volume-based rebates receivable from pharmaceutical and medical supply manufacturers of $28.4 million and $54.4 million as of September 30, 2025 and December 31, 2024, respectively.

Equity-Method Investments — The Company’s investments in certain unconsolidated entities are accounted for under the equity method. The balance of these investments is included in other noncurrent assets in the accompanying condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the balance of the investments was $27.7 million and $24.5 million, respectively. The balance of these investments is increased to reflect the Company’s capital contributions and equity in earnings of the investees. The balance of these investments is decreased to reflect the Company’s equity in losses of the investees and for distributions received that are not in excess of the carrying amount of the investments. The Company’s proportionate share of earnings or losses of the investees is recorded in equity in earnings of joint ventures in the accompanying unaudited condensed consolidated statements of comprehensive income. The Company’s proportionate share of earnings was $2.2 million and $5.3 million for the three and nine months ended September 30, 2025, respectively. The Company’s proportionate share of earnings was $1.4 million and $3.9 million for the three and nine months ended September 30, 2024, respectively. Distributions from the investees are treated as cash inflows from operating activities in the unaudited condensed consolidated statements of cash flows. During the three and nine months ended September 30, 2025, the Company received distributions from the investees of $0.5 million and $2.1 million, respectively. During the three and nine months ended September 30, 2024, the Company received distributions from the investees of $0.5 million and $1.3 million, respectively. See Note 16, Related-Party Transactions, for discussion of related-party transactions with these investees.

Concentrations of Business Risk — The Company generates revenue from managed care contracts and other agreements with commercial third-party payers. Revenue related to the Company’s largest payer was approximately 14% for the three and nine months ended September 30, 2025. Revenue related to the Company’s largest payer was approximately 15% for the three and nine months ended September 30, 2024. There were no other managed care contracts that represent greater than 10% of revenue for the periods presented.

For the three and nine months ended September 30, 2025, approximately 12% of the Company’s revenue was reimbursable through direct government healthcare programs, such as Medicare and Medicaid. For the three and nine months ended September 30, 2024, approximately 11% and 12%, respectively, of the Company’s revenue was reimbursable through direct government healthcare programs, such as Medicare and Medicaid. As of September 30, 2025 and December 31, 2024, approximately 11% of the Company’s accounts receivable was related to these programs. Governmental programs pay for services based on fee schedules and rates that are determined by the related governmental agency. Laws and regulations pertaining to government programs are complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change in the near term.

The Company does not require its patients or other payers to carry collateral for any amounts owed for goods or services provided. Other than as discussed above, concentration of credit risk relating to trade accounts receivable is limited due to the Company’s diversity of patients and payers. Further, the Company generally does not provide charity care; however, Option Care Health offers a financial assistance program for patients that meet certain defined hardship criteria.

For the three and nine months ended September 30, 2025, approximately 66% and 67%, respectively, of the Company’s pharmaceutical and medical supply purchases were from four vendors. For the three and nine months ended September 30, 2024, approximately 68% and 67%, respectively, of the Company’s pharmaceutical and medical supply purchases were from four vendors. Although there are a limited number of suppliers, the Company believes that other vendors could provide similar products on comparable terms for most products. However, a change in suppliers could cause delays in service delivery and possible losses in revenue, which could adversely affect the Company’s financial condition or operating results.

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3. BUSINESS COMBINATIONS

Intramed Plus, Inc. — On January 24, 2025, pursuant to the securities purchase agreement dated November 27, 2024, the Company completed the acquisition of 100% of the equity interests in Intramed Plus, Inc. (“Intramed Plus”) for a purchase price, net of cash acquired, of $117.2 million.

The allocation of the purchase price of Intramed Plus was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations, with the total purchase price being allocated to the assets and liabilities acquired based on the estimated fair value of each asset and liability. Certain adjustments were made to preliminary valuation amounts related to accounts receivable, net during the three months ended September 30, 2025. The following is a preliminary estimate of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of September 30, 2025, which remains open for accounts receivable, net (in thousands):

			Amount
Accounts receivable, net			$	9,337
Referral sources (1)			36,800
Trademarks/names (1)			8,300
Inventory			2,693
Other assets			4,831
Accounts payable and other liabilities			(11,114)
Fair value identifiable assets and liabilities			50,847
Goodwill (2)			66,400
Cash acquired			2,968
Purchase price			120,215
Less: cash acquired			(2,968)
Purchase price, net of cash acquired			$	117,247

(1) Referral sources and trademarks/names have been assigned a useful life of 15 years.

(2) Goodwill is attributable to cost synergies from procurement and operational efficiencies and elimination of duplicative administrative costs.

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4. REVENUE

The following table sets forth the net revenue earned by category of payer for the three and nine months ended September 30, 2025 and 2024 (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Commercial payers			$	1,252,185					$	1,109,971					$	3,628,777					$	3,160,490
Government payers			172,750						147,005						501,243						424,033
Patients			10,081						21,570						54,053						67,261
Net revenue			$	1,435,016					$	1,278,546					$	4,184,073					$	3,651,784

5. INCOME TAXES

During the three and nine months ended September 30, 2025, the Company recorded tax expense of $17.2 million and $52.3 million, respectively, which represents an effective tax rate of 24.9% and 26.0%, respectively. The variance in the Company’s effective tax rate of 24.9% and 26.0% for the three and nine months ended September 30, 2025, respectively, compared to the federal statutory rate of 21%, is primarily attributable to the difference between federal and state tax rates and various non-deductible expenses. During the three and nine months ended September 30, 2024, the Company recorded tax expense of $19.7 million and $50.9 million, respectively, which represents an effective tax rate of 26.8% and 25.1%, respectively. The variance in the Company’s effective tax rate of 26.8% and 25.1% for the three and nine months ended September 30, 2024, respectively, compared to the federal statutory rate of 21%, is primarily attributable to the difference between federal and state tax rates, various non-deductible expenses, and a change in state valuation allowance. During the nine months ended September 30, 2024, the Company released $2.2 million of state valuation allowance.

The Company maintains a valuation allowance of $3.3 million against certain state net operating losses. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. In making this assessment, the Company considers the scheduled reversal of deferred tax liabilities, including the effect in available carryback and carryforward periods, projected taxable income, and tax-planning strategies. On a quarterly basis, the Company evaluates all positive and negative evidence in determining if the valuation allowance is fairly stated.

The Company’s tax expense of $17.2 million and $52.3 million for the three and nine months ended September 30, 2025, respectively, consists of quarterly federal and state tax liabilities as well as recognized deferred federal and state tax expense. The Company’s tax expense of $19.7 million and $50.9 million for the three and nine months ended September 30, 2024, respectively, consists of quarterly federal and state tax liabilities as well as recognized deferred federal and state tax expense.

The Company has accumulated federal net operating loss carryovers that are subject to one or more Internal Revenue Code (“Code”) Section 382 limitations. This may limit the Company’s ability to utilize its federal net operating losses.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has reflected the applicable provisions of the OBBBA into its unaudited condensed financial statements for the nine months ended September 30, 2025, and there is no material impact on its unaudited condensed consolidated financial statements and related disclosures.

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6. EARNINGS PER SHARE

The Company presents basic and diluted earnings per share for its common stock. Basic earnings per share is calculated by dividing the net income of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss and the weighted average number of shares of common stock outstanding for the effects of all potentially dilutive securities.

The earnings are used as the basis of determining whether the inclusion of common stock equivalents would be anti-dilutive. The computation of diluted shares for the three and nine months ended September 30, 2025 and 2024 includes the effect of shares that would be issued in connection with warrants, stock options, restricted stock awards and performance stock unit awards, as these common stock equivalents are dilutive to the earnings per share recorded in those periods.

The following table presents the Company’s common stock equivalents that were excluded from the calculation of earnings per share as they would be anti-dilutive:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Stock option awards			698,780						779,876						697,668						855,323
Restricted stock awards			630,075						324,877						524,731						365,835
Performance stock unit awards			3,881						—						333,995						257,735

The following table presents the Company’s basic earnings per share and shares outstanding (in thousands, except per share data):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Numerator:
Net income			$	51,816					$	53,856					$	149,081					$	151,690
Denominator:
Weighted average number of common shares outstanding			161,829						170,636						163,393						172,490
Earnings per common share:
Earnings per common share, basic			$	0.32					$	0.32					$	0.91					$	0.88

The following table presents the Company’s diluted earnings per share and shares outstanding (in thousands, except per share data):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Numerator:
Net income			$	51,816					$	53,856					$	149,081					$	151,690
Denominator:
Weighted average number of common shares outstanding			161,829						170,636						163,393						172,490
Effect of dilutive securities			1,257						1,305						1,209						1,358
Weighted average number of common shares outstanding, diluted			163,086						171,941						164,602						173,848
Earnings per common share:
Earnings per common share, diluted			$	0.32					$	0.31					$	0.91					$	0.87

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7. LEASES

During the three and nine months ended September 30, 2025, the Company incurred operating lease expenses of $8.9 million and $26.0 million, respectively, including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income. During the three and nine months ended September 30, 2024, the Company incurred operating lease expenses of $8.6 million and $25.3 million, respectively, including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income. As of September 30, 2025 and December 31, 2024, the weighted-average remaining lease term was 6.6 years and 6.5 years, respectively, and the weighted-average discount rate was 6.94% and 6.56%, respectively.

Operating leases mature as follows (in thousands):

Fiscal Year Ended December 31,						Minimum Payments
2025						$	7,829
2026						29,883
2027						24,863
2028						18,216
2029						13,647
Thereafter						51,281
Total lease payments						145,719
Less: interest						(31,350)
Present value of lease liabilities						$	114,369

During the nine months ended September 30, 2025 and 2024, the Company commenced new leases, extensions and amendments, resulting in non-cash operating activities in the unaudited condensed consolidated statements of cash flows of $23.0 million and $23.0 million, respectively, related to increases in the operating lease right-of-use assets and operating lease liabilities. As of September 30, 2025, the Company did not have any significant operating or financing leases that had not yet commenced.

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8. PROPERTY AND EQUIPMENT

Property and equipment was as follows as of September 30, 2025 and December 31, 2024 (in thousands):

			September 30, 2025						December 31, 2024
Infusion pumps			$	39,476					$	37,659
Equipment, furniture and other			26,901						24,055
Leasehold improvements			129,105						116,675
Computer software, purchased and internally developed			50,631						46,532
Assets under development			23,242						22,990
			269,355						247,911
Less: accumulated depreciation			(135,057)						(120,544)
Property and equipment, net			$	134,298					$	127,367

Depreciation expense is recorded within cost of revenue and operating expenses within the unaudited condensed consolidated statements of comprehensive income, depending on the nature of the underlying fixed assets. The depreciation expense included in cost of revenue relates to revenue-generating assets, such as infusion pumps. The depreciation expense included in operating expenses is related to infrastructure items, such as furniture, computer and office equipment, and leasehold improvements. The following table presents the amount of depreciation expense recorded in cost of revenue and operating expenses for the three and nine months ended September 30, 2025 and 2024 (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Depreciation expense in cost of revenue			$	757					$	568					$	2,096					$	1,735
Depreciation expense in operating expenses			7,022						6,063						20,615						18,485
Total depreciation expense			$	7,779					$	6,631					$	22,711					$	20,220

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9. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill consist of the following for the three and nine months ended September 30, 2025 (in thousands):

			Amount
Balance at December 31, 2024			$	1,540,246
Acquisitions			65,684
Balance at March 31, 2025			$	1,605,930
Purchase accounting adjustments			(75)
Balance at June 30, 2025			$	1,605,855
Purchase accounting adjustments			791
Balance at September 30, 2025			$	1,606,646

There was no change in the carrying amount of goodwill for the three and nine months ended September 30, 2024.

The carrying amount and accumulated amortization of intangible assets consist of the following as of September 30, 2025 and December 31, 2024 (in thousands):

			September 30, 2025						December 31, 2024
Gross intangible assets:
Referral sources			$	551,188					$	514,388
Trademarks/names			46,808						39,136
Other amortizable intangible assets			985						985
Total gross intangible assets			598,981						554,509
Accumulated amortization:
Referral sources			(255,472)						(230,371)
Trademarks/names			(24,385)						(22,599)
Other amortizable intangible assets			(676)						(529)
Total accumulated amortization			(280,533)						(253,499)
Total intangible assets, net			$	318,448					$	301,010

Amortization expense for intangible assets was $9.3 million and $27.7 million for the three and nine months ended September 30, 2025, respectively. Amortization expense for intangible assets was $8.6 million and $25.8 million for the three and nine months ended September 30, 2024, respectively.

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10. INDEBTEDNESS

Long-term debt consisted of the following as of September 30, 2025 (in thousands):

			Principal Amount						Discount						Debt Issuance Costs						Net Balance
Revolver Facility			$	—					$	—					$	—					$	—
First Lien Term Loan			678,000						(4,713)						(5,112)						668,175
Senior Notes			500,000						—						(6,339)						493,661
			$	1,178,000					$	(4,713)					$	(11,451)					1,161,836
Less: current portion																					(6,780)
Total long-term debt																					$	1,155,056

Long-term debt consisted of the following as of December 31, 2024 (in thousands):

			Principal Amount						Discount						Debt Issuance Costs						Net Balance
Revolver Facility			$	—					$	—					$	—					$	—
First Lien Term Loan			631,617						(5,537)						(7,555)						618,525
Senior Notes			500,000						—						(7,372)						492,628
			$	1,131,617					$	(5,537)					$	(14,927)					1,111,153
Less: current portion																					(6,512)
Total long-term debt																					$	1,104,641

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”). The Fourth Amendment, among other things, (i) refinances the existing term loans under the Credit Agreement 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.

As part of the above refinancing, certain lenders exited while others joined, resulting in both repayment and proceeds. The Company assessed whether the repayment of the First Lien Term Loan indebtedness resulted in an insubstantial modification or an extinguishment of the existing debt for each loan in the syndication by grouping lenders as follows: (i) Lenders participating in both the First Lien Term Loan and 4.375% Senior Unsecured Notes due 2029 (the “Senior Notes”); (ii) previous lenders that exited; and (iii) new lenders. The Company determined that proceeds from the issuance of debt totaled $229.8 million, resulting in a cash inflow from financing activities, net of $0.3 million in fees incurred, in the unaudited condensed consolidated statements of cash flows. The Company also recognized $180.2 million of retirement of debt obligations, resulting in a cash outflow from financing activities, in the unaudited condensed consolidated statements of cash flows.

In connection with the refinancing of the First Lien Term Loan, the Company incurred $6.7 million in debt issuance costs and third-party fees, of which $3.5 million was capitalized, $2.8 million was expensed as a component of selling, general and administrative expenses and $0.4 million was expensed as a loss on extinguishment as a component of other expense in the consolidated statements of comprehensive income. The Company recognized a loss on extinguishment of debt of $4.7 million included in the line entitled “Other, net” in the consolidated statements of comprehensive income, of which $0.4 million related to debt issuance costs incurred with the First Lien Term Loan refinancing, as discussed above, and $4.3 million related to existing deferred financing fees that were written off upon extinguishment.

As part of the above refinancing, the Company incurred $0.3 million in fees related to the Revolver Facility, all of which were capitalized and included as a cash outflow from financing activities within the unaudited condensed consolidated statements of cash flows.

The interest rate on the First Lien Term Loan was 5.89% and 6.82% as of September 30, 2025 and December 31, 2024, respectively. The weighted average interest rate incurred on the First Lien Term Loan was 6.51% and 6.56% for the three and nine months ended September 30, 2025, respectively. The weighted average interest rate incurred on the First Lien Term Loan

was 7.56% and 7.84% for the three and nine months ended September 30, 2024, respectively. The First Lien Term Loan matures on September 22, 2032.

The interest rate on the Senior Notes was 4.375% as of September 30, 2025 and December 31, 2024. The weighted average interest rate incurred on the Senior Notes was 4.375% for the three and nine months ended September 30, 2025 and 2024. The Senior Notes mature on October 31, 2029.

As of September 30, 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. 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.

Long-term debt matures as follows (in thousands):

Fiscal Year Ended December 31,						Minimum Payments
2025						$	1,695
2026						6,780
2027						6,780
2028						6,780
2029						506,780
Thereafter						649,185
Total						$	1,178,000

During the three and nine months ended September 30, 2025 and 2024, the Company engaged in hedging activities to limit its exposure to changes in interest rates. See Note 11, Derivative Instruments, for further discussion.

The following table presents the estimated fair values of the Company’s debt obligations as of September 30, 2025 (in thousands):

Financial Instrument						Carrying Value as of September 30, 2025						Markets for Identical Item (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
First Lien Term Loan						$	668,175					$	—					$	677,186					$	—
Senior Notes						493,661						—						480,000						—
Total debt instruments						$	1,161,836					$	—					$	1,157,186					$	—

See Note 12, Fair Value Measurements, for further discussion.

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11. DERIVATIVE INSTRUMENTS

The Company utilizes derivative financial instruments for hedging and non-trading purposes to limit the Company’s exposure to its variable interest rate risk. Use of derivative financial instruments in hedging strategies subjects the Company to certain risks, such as market and credit risks. Market risk represents the possibility that the value of the derivative financial instrument will change. Credit risk related to a derivative financial instrument represents the possibility that the counterparty will not fulfill the terms of the contract. The notional, or contractual, amount of the Company’s derivative financial instruments is used to measure interest to be paid or received and does not represent the Company’s exposure due to credit risk. Credit risk is monitored through established approval procedures, including reviewing credit ratings when appropriate.

In October 2021, the Company entered into an interest rate cap hedge with a notional amount of $300 million for a five-year term beginning November 30, 2021. The hedge partially offsets risk associated with the First Lien Term Loan’s variable interest rate. The interest rate cap instrument perfectly offsets the terms of the interest rates associated with the variable interest rate of the First Lien Term Loan.

The following table summarizes the amount and location of the Company’s derivative instruments in the condensed consolidated balance sheets (in thousands):

						Fair Value - Derivatives in Asset Position
Derivative						Balance Sheet Caption						September 30, 2025						December 31, 2024
Interest rate cap designated as cash flow hedge						Prepaid expenses and other current assets						$	6,518					$	8,034
Interest rate cap designated as cash flow hedge						Other noncurrent assets						842						6,680
Total derivative assets												$	7,360					$	14,714

The gain and loss associated with the changes in the fair value of the effective portion of the hedging instrument is recorded in other comprehensive (loss) income. The gain and loss associated with the changes in the fair value of the hedging instrument is recognized in net income through interest expense.

The following table presents the pre-tax (loss) gain from derivative instruments recognized in other comprehensive (loss) income in the Company’s unaudited condensed consolidated statements of comprehensive income (in thousands):

						Three Months Ended September 30,												Nine Months Ended September 30,
Derivative						2025						2024						2025						2024
Interest rate cap designated as cash flow hedge						$	(1,941)					$	(8,125)					$	(7,354)					$	(7,260)

The following table presents the amount and location of pre-tax income recognized in the Company’s unaudited condensed consolidated statements of comprehensive income related to the Company’s derivative instruments (in thousands):

												Three Months Ended September 30,												Nine Months Ended September 30,
Derivative						Income Statement Caption						2025						2024						2025						2024
Interest rate cap designated as cash flow hedge						Interest expense, net						$	2,241					$	3,056					$	6,642					$	9,005

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12. FAIR VALUE MEASUREMENTS

Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The categories within the valuation hierarchy are described as follows:

•Level 1 — Inputs to the fair value measurement are quoted prices in active markets for identical assets or liabilities.

•Level 2 — Inputs to the fair value measurement include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

•Level 3 — Inputs to the fair value measurement are unobservable inputs or valuation techniques.

While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

First Lien Term Loan: The fair value of the First Lien Term Loan is derived from a broker quote on the loans in the syndication (Level 2 inputs). See Note 10, Indebtedness, for further discussion of the carrying amount and fair value of the First Lien Term Loan.

Senior Notes: The fair value of the Senior Notes is derived from a broker quote (Level 2 inputs). See Note 10, Indebtedness, for further discussion of the carrying amount and fair value of the Senior Notes.

Interest Rate Cap: The fair value of the interest rate cap is derived from the interest rates prevalent in the market and future expectations of those interest rates (Level 2 inputs). The Company determines the fair value of the investments based on quoted prices from third-party brokers. See Note 11, Derivative Instruments, for further discussion of the fair value of the interest rate cap.

Money Market Funds: The fair value of the money market funds is derived from the closing price reported by the fund sponsor and classified as cash and cash equivalents on the Company’s condensed consolidated balance sheets (Level 1 inputs).

There were no other material assets or liabilities measured at fair value at September 30, 2025 and December 31, 2024.

13. COMMITMENTS AND CONTINGENCIES

The Company is involved in legal proceedings and is subject to investigations, inspections, audits, inquiries, and similar actions by governmental authorities, arising in the normal course of the Company’s business. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. From time to time, the Company may also be involved in legal proceedings as a plaintiff involving antitrust, tax, contract, intellectual property, and other matters. Gain contingencies, if any, are recognized when they are realized.

The results of legal proceedings are often uncertain and difficult to predict, and the costs incurred in litigation can be substantial, regardless of the outcome. The Company does not believe that any of these pending matters, after consideration of applicable reserves and rights to indemnification, will have a material adverse effect on the Company’s condensed consolidated balance sheets.

However, substantial unanticipated verdicts, fines, and rulings may occur. As a result, the Company may from time to time incur judgments, enter into settlements, or revise expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on its results of operations in the period in which the amounts are accrued and/or its cash flows in the period in which the amounts are paid.

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14. STOCK-BASED INCENTIVE COMPENSATION

Equity Incentive Plans — Under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), approved at the annual meeting by stockholders on May 3, 2018 and amended and restated on May 19, 2021 and May 15, 2024, the Company may issue, among other things, incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, stock grants, and performance units to key employees and directors. The 2018 Plan is administered by the Company’s Compensation Committee, a standing committee of the Company’s Board of Directors. As of May 2021, a total of 9,101,734 shares of common stock were authorized for issuance under the 2018 Plan. In May 2024, an additional 4,000,000 shares were authorized for issuance under the 2018 Plan, resulting in a total of 13,101,734 shares of common stock authorized for issuance. The Company had stock options, restricted stock units and performance stock units outstanding related to the 2018 Plan as of September 30, 2025 and December 31, 2024. During the three and nine months ended September 30, 2025, total stock-based incentive compensation expense recognized by the Company related to the 2018 Plan was $11.1 million and $30.6 million, respectively. During the three and nine months ended September 30, 2024, total stock-based incentive compensation expense recognized by the Company related to the 2018 Plan was $10.4 million and $27.6 million, respectively.

15. STOCKHOLDERS’ EQUITY

Warrants — As of September 30, 2025 and December 31, 2024, the Company had warrants outstanding which entitle holders to purchase an immaterial number of shares of common stock.

Share Repurchase Program — The Company’s Board of Directors approved a share repurchase program of up to an aggregate $500.0 million of common stock of the Company. Under the share repurchase program, repurchases may occur in any number of methods depending on timing, market conditions, regulatory requirements, and other corporate considerations. The share repurchase program has no specified expiration date.

During the three and nine months ended September 30, 2025, the Company purchased 2,205,535 and 6,805,621 shares of common stock for an average share price of $28.32 and $31.22, totaling $62.5 million and $212.5 million, respectively. During the three and nine months ended September 30, 2024, the Company purchased 1,399,674 and 5,317,183 shares of common stock for an average share price of $29.97 and $30.09, totaling $41.9 million and $160.0 million, respectively. All repurchased shares became treasury stock. As of September 30, 2025, the Company is authorized to repurchase up to a remaining $287.5 million of common stock of the Company.

Shares Outstanding — The following table shows the Company’s changes in shares of common stock for the three and nine months ended September 30, 2025 and 2024 (in thousands):

			2025						2024
Balance, beginning of the year			166,261						174,576
Equity award issuances			529						492
Share repurchases			(3,046)						(1,252)
Balance March 31,			163,744						173,816
Equity award issuances			104						261
Share repurchases			(1,554)						(2,666)
Balance June 30,			162,294						171,411
Equity award issuances			20						135
Share repurchases			(2,206)						(1,400)
Balance September 30,			160,108						170,146

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16. RELATED-PARTY TRANSACTIONS

Transactions with Equity-Method Investees — The Company provides management services to its joint ventures such as accounting, invoicing and collections in addition to day-to-day managerial support of the operations of the businesses. The Company recorded management fee income of $1.9 million and $5.6 million for the three and nine months ended September 30, 2025, respectively. The Company recorded management fee income of $1.6 million and $4.5 million for the three and nine months ended September 30, 2024, respectively. Management fees are recorded in net revenues in the accompanying unaudited condensed consolidated statements of comprehensive income. During the three and nine months ended September 30, 2025, the Company received distributions from the investees of $0.5 million and $2.1 million, respectively. During the three and nine months ended September 30, 2024, the Company received distributions from the investees of $0.5 million and $1.3 million, respectively.

The Company had amounts due from its joint ventures of $0.6 million and due to its joint ventures of $0.5 million as of September 30, 2025. The Company had amounts due to its joint ventures of $1.4 million as of December 31, 2024. Receivables were included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Payables were included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets. These balances primarily relate to cash collections received by the Company on behalf of the joint ventures, offset by certain pharmaceutical inventories and other expenses paid for by the Company on behalf of the joint ventures.

17. SEGMENT REPORTING

The Company has adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures and has revised prior year disclosures to conform with the current year presentation. The Company operates as a single reportable segment, infusion services. Infusion services derives revenue through the clinical management of infusion therapy, nursing support and care coordination in order to provide solutions to complex patient conditions in the home or other nonhospital settings. The Company’s infusion services segment activities are managed on a consolidated basis and therapies are distributed and administered in a similar manner.

Operating segments have been identified based on the financial information utilized by the Company’s Chief Executive Officer, the chief operating decision maker (“CODM”). The CODM uses net income as a measure of profitability to assess segment performance and deciding how to allocate resources such as capital investments, share repurchases, and acquisitions. The CODM does not use or receive total assets by segment to make decisions regarding resources; therefore, the total asset disclosure by segment has not been included.

The following table reflects results of operations of the Company’s reportable segment (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Infusion services net revenue			$	1,411,051					$	1,256,455					$	4,115,240					$	3,587,677
Other revenue (1)			23,965						22,091						68,833						64,107
Total Option Care Health revenue			1,435,016						1,278,546						4,184,073						3,651,784
(Expense) Income:
Cost of net revenues - drugs			(1,016,245)						(885,786)						(2,953,923)						(2,510,466)
Salaries, benefits, and other employee expense			(214,594)						(199,723)						(632,481)						(584,835)
Other segment items (2)			(103,379)						(93,287)						(302,986)						(277,393)
Depreciation and amortization expense			(16,291)						(14,659)						(48,278)						(44,294)
Interest expense, net			(14,146)						(12,345)						(41,824)						(38,150)
Equity in earnings of joint ventures			2,176						1,391						5,300						3,921
Other, net			(3,570)						(583)						(8,497)						1,983
Income tax expense			(17,151)						(19,698)						(52,303)						(50,860)
Net Income			$	51,816					$	53,856					$	149,081					$	151,690

(1) Represents business activities related to other miscellaneous revenue streams.

(2) Other segment items includes expenses for medical supplies, delivery and packaging, leases, professional services, and other expenses.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context requires otherwise, references in this report to “Option Care Health,” the “Company,” “we,” “us” and “our” refer to Option Care Health, Inc. and its consolidated subsidiaries. Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to assist the reader in understanding and assessing significant changes and trends related to our results of operations and financial condition. The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and the related notes thereto included in Item 1 of Part I of this Form 10-Q. Certain statements in this Item 2 of Part I of this Form 10-Q, and in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Form 10-K”), may cause our actual results, financial position, and cash and cash equivalents generated from operations to differ materially from these forward-looking statements.

Business Overview

Option Care Health, and its wholly-owned subsidiaries, provides infusion therapy and other ancillary healthcare services through a national network of 192 locations around the United States. 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 nonhospital settings. 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. 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. The Company operates in one reporting segment, infusion services.

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Composition of Results of Operations

The following results of operations include the accounts of Option Care Health and our subsidiaries for the three and nine months ended September 30, 2025 and 2024.

Gross Profit

Gross profit represents our net revenue less cost of revenue.

Net Revenue. Infusion and related healthcare services revenue is reported at the estimated net realizable amounts from third-party payers and patients for goods sold and services rendered. When pharmaceuticals are provided to a patient, revenue is recognized upon delivery of the goods. When nursing services are provided, revenue is recognized when the services are rendered.

Due to the nature of the healthcare industry and the reimbursement environment in which the Company operates, certain estimates are required to record revenue and accounts receivable at their net realizable values at the time goods or services are provided. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payers may result in adjustments to amounts originally recorded.

Cost of Revenue. Cost of revenue consists of the actual cost of pharmaceuticals and other medical supplies dispensed to patients. In addition to product costs, cost of revenue includes warehousing costs, purchasing costs, depreciation expense relating to revenue-generating assets, such as infusion pumps, shipping and handling costs, and wages and related costs for the pharmacists, nurses, and all other employees and contracted workers directly involved in providing service to the patient.

The Company receives volume-based rebates and prompt payment discounts from some of its pharmaceutical and medical supplies vendors. These payments are recorded as a reduction of inventory and are accounted for as a reduction of cost of revenue when the related inventory is sold.

Operating Costs and Expenses

Selling, General and Administrative Expenses. 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.

Other Income (Expense)

Interest Expense, Net. Interest expense consists principally of interest 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. Refer to the “Liquidity and Capital Resources” section below for further discussion of these outstanding borrowings.

Equity in Earnings of Joint Ventures. Equity in earnings of joint ventures consists of our proportionate share of equity earnings or losses from equity investments in two infusion joint ventures with healthcare systems.

Other, Net. 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). 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 hedge, net of income taxes.

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Results of Operations

The following table presents Option Care Health’s consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 (in thousands, except for percentages):

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025												2024												2025												2024
			Amount						% of Revenue						Amount						% of Revenue						Amount						% of Revenue						Amount						% of Revenue
NET REVENUE			$	1,435,016					100.0		%				$	1,278,546					100.0		%				$	4,184,073					100.0		%				$	3,651,784					100.0		%
COST OF REVENUE			1,162,114						81.0		%				1,021,797						79.9		%				3,379,076						80.8		%				2,907,170						79.6		%
GROSS PROFIT			272,902						19.0		%				256,749						20.1		%				804,997						19.2		%				744,614						20.4		%
OPERATING COSTS AND EXPENSES:
Selling, general and administrative expenses			172,104						12.0		%				156,999						12.3		%				510,314						12.2		%				465,524						12.7		%
Depreciation and amortization expense			16,291						1.1		%				14,659						1.1		%				48,278						1.2		%				44,294						1.2		%
Total operating expenses			188,395						13.1		%				171,658						13.4		%				558,592						13.4		%				509,818						14.0		%
OPERATING INCOME			84,507						5.9		%				85,091						6.7		%				246,405						5.9		%				234,796						6.4		%
OTHER INCOME (EXPENSE):
Interest expense, net			(14,146)						(1.0)		%				(12,345)						(1.0)		%				(41,824)						(1.0)		%				(38,150)						(1.0)		%
Equity in earnings of joint ventures			2,176						0.2		%				1,391						0.1		%				5,300						0.1		%				3,921						0.1		%
Other, net			(3,570)						(0.2)		%				(583)						—		%				(8,497)						(0.2)		%				1,983						0.1		%
Total other (expense) income			(15,540)						(1.1)		%				(11,537)						(0.9)		%				(45,021)						(1.1)		%				(32,246)						(0.9)		%
INCOME BEFORE INCOME TAXES			68,967						4.8		%				73,554						5.8		%				201,384						4.8		%				202,550						5.5		%
INCOME TAX EXPENSE			17,151						1.2		%				19,698						1.5		%				52,303						1.3		%				50,860						1.4		%
NET INCOME			$	51,816					3.6		%				$	53,856					4.2		%				$	149,081					3.6		%				$	151,690					4.2		%
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit of $478, $1,998, $1,809 and $1,785, respectively			(1,463)						(0.1)		%				(6,127)						(0.5)		%				(5,545)						(0.1)		%				(5,475)						(0.1)		%
OTHER COMPREHENSIVE (LOSS) INCOME			(1,463)						(0.1)		%				(6,127)						(0.5)		%				(5,545)						(0.1)		%				(5,475)						(0.1)		%
NET COMPREHENSIVE INCOME			$	50,353					3.5		%				$	47,729					3.7		%				$	143,536					3.4		%				$	146,215					4.0		%

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Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following tables present selected consolidated comparative results of operations from Option Care Health’s unaudited condensed consolidated financial statements for the three months ended September 30, 2025 and 2024.

Gross Profit

			Three Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Net revenue			$	1,435,016					$	1,278,546					$	156,470					12.2		%
Cost of revenue			1,162,114						1,021,797						140,317						13.7		%
Gross profit			$	272,902					$	256,749					$	16,153					6.3		%
Gross profit margin			19.0		%				20.1		%

The increase in net revenue was primarily driven by organic growth in the Company’s portfolio of therapies, consisting of acute revenue that had mid-teens growth relative to prior year while chronic revenue grew in the low double-digits. 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 certain higher cost therapies included within chronic growth (including rare and orphan therapies). Gross profit was also impacted by the previously disclosed reduction in the procurement spread, which the Company expects to continue for the remainder of the year.

Operating Expenses

			Three Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Selling, general and administrative expenses			$	172,104					$	156,999					$	15,105					9.6		%
Depreciation and amortization expense			16,291						14,659						1,632						11.1		%
Total operating expenses			$	188,395					$	171,658					$	16,737					9.8		%

The increase in selling, general and administrative expenses during the three months ended September 30, 2025 was primarily due to an increase in salaries, benefits and general costs to support the business and debt refinancing costs. See Note 10, Indebtedness, of the unaudited condensed consolidated financial statements for further information on the Company’s debt refinancing costs. Selling, general and administrative expenses have declined as a percentage of revenue to 12.0% for the three months ended September 30, 2025 compared to 12.3% for the three months ended September 30, 2024, primarily 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. See Note 3, Business Combinations, of the unaudited condensed consolidated financial statements for further information.

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Other Income (Expense)

			Three Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Interest expense, net			$	(14,146)					$	(12,345)					$	(1,801)					14.6		%
Equity in earnings of joint ventures			2,176						1,391						785						56.4		%
Other, net			(3,570)						(583)						(2,987)						NM(1)
Total other (expense) income			$	(15,540)					$	(11,537)					$	(4,003)					34.7		%

(1) Not meaningful

The increase in interest expense, net during the three months ended September 30, 2025 was primarily attributable to less interest income generated from our cash and cash equivalents, partially offset by a decrease in the interest rate on the Company’s First Lien Term Loan, compared to the three months ended September 30, 2024. See Note 10, Indebtedness, of the unaudited condensed consolidated financial statements for further information. The change in other, net period over period was primarily attributable to the $4.7 million loss on extinguishment of debt from the Company’s debt refinance during the three months ended September 30, 2025 with no comparable activity during the three months ended September 30, 2024. See Note 10, Indebtedness, of the unaudited condensed consolidated financial statements for further information.

Income Tax Expense

			Three Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Income tax expense			$	17,151					$	19,698					$	(2,547)					(12.9)		%

The Company recorded income tax expense of $17.2 million and $19.7 million for the three months ended September 30, 2025 and 2024, respectively, which represents an effective tax rate of 24.9% and 26.8%, respectively. The variance in the Company’s effective tax rate of 24.9% for the three months ended September 30, 2025, compared to the federal statutory rate of 21.0%, was primarily attributable to the difference between federal and state tax rates and various non-deductible expenses. The variance in the Company’s effective tax rate of 26.8% for the three months ended September 30, 2024, compared to the federal statutory rate of 21.0%, was primarily attributable to the difference between federal and state tax rates, various non-deductible expenses, and a change in state valuation allowance.

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Net Income and Other Comprehensive Income (Loss)

			Three Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Net income			$	51,816					$	53,856					$	(2,040)					(3.8)		%
Other comprehensive income (loss), net of tax:
Changes in unrealized (loss) gain on cash flow hedges, net of income taxes			(1,463)						(6,127)						4,664						(76.1)		%
Other comprehensive (loss) income			(1,463)						(6,127)						4,664						(76.1)		%
Net comprehensive income			$	50,353					$	47,729					$	2,624					5.5		%

The change in net income was attributable to the factors described in the above sections.

For the three months ended September 30, 2025 and 2024, the change in unrealized (loss) gain on cash flow hedges, net of income taxes was related to the change in fair market value of the $300.0 million interest rate cap hedge executed in October 2021.

Net comprehensive income increased to $50.4 million for the three months ended September 30, 2025, compared to net comprehensive income of $47.7 million for the three months ended September 30, 2024, primarily as a result of the factors described in the above sections.

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Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following tables present selected consolidated comparative results of operations from Option Care Health’s unaudited condensed consolidated financial statements for the nine months ended September 30, 2025 and 2024.

Gross Profit

			Nine Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Net revenue			$	4,184,073					$	3,651,784					$	532,289					14.6		%
Cost of revenue			3,379,076						2,907,170						471,906						16.2		%
Gross profit			$	804,997					$	744,614					$	60,383					8.1		%
Gross profit margin			19.2		%				20.4		%

The increase in net revenue was primarily driven by organic growth in the Company’s portfolio of therapies, consisting of acute revenue that had mid-teens growth relative to prior year while chronic revenue grew in the low-teens. 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 certain higher cost therapies included within chronic growth (including rare and orphan therapies). Gross profit was also impacted by the previously disclosed reduction in procurement spread, partially offset by temporary mitigation efforts executed in the first quarter.

Operating Expenses

			Nine Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Selling, general and administrative expenses			$	510,314					$	465,524					$	44,790					9.6		%
Depreciation and amortization expense			48,278						44,294						3,984						9.0		%
Total operating expenses			$	558,592					$	509,818					$	48,774					9.6		%

The increase in selling, general and administrative expenses during the nine months ended September 30, 2025 was primarily due to an increase in salaries, benefits, and general costs to support the business and debt refinance costs. See Note 10, Indebtedness, of the unaudited condensed consolidated financial statements for further information on the Company’s debt refinancing costs . Selling, general and administrative expenses have declined as a percentage of revenue to 12.2% for the nine months ended September 30, 2025 compared to 12.7% for the nine months ended September 30, 2024, primarily 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. See Note 3, Business Combinations, of the unaudited condensed consolidated financial statements for further information.

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Other Income (Expense)

			Nine Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Interest expense, net			$	(41,824)					$	(38,150)					$	(3,674)					9.6		%
Equity in earnings of joint ventures			5,300						3,921						1,379						35.2		%
Other, net			(8,497)						1,983						(10,480)						NM(1)
Total other (expense) income			$	(45,021)					$	(32,246)					$	(12,775)					39.6		%

(1) Not meaningful

The increase in interest expense, net during the nine months ended September 30, 2025 was primarily attributable to less interest income generated from our cash and cash equivalents, partially offset by a decrease in the interest rate on the Company’s First Lien Term Loan, compared to the nine months ended September 30, 2024. See Note 10, Indebtedness, of the unaudited condensed consolidated financial statements for further information. The change in other, net during the nine months ended September 30, 2025 was primarily attributable to accruals related to an abandoned or unclaimed property voluntary disclosure agreement program which was related to the pre-merger operations of BioScrip, Inc. (“BioScrip”), which was entered into by BioScrip prior to its merger with the Company in 2019. As of September 30, 2025, the matters related to this program are ongoing. Additionally, the change in other, net during the nine months ended September 30, 2025 was attributable to the $4.7 million loss on extinguishment of debt from the Company’s debt refinance during the nine months ended September 30, 2025 with no comparable activity during the nine months ended September 30, 2024. See Note 10, Indebtedness, of the unaudited condensed consolidated financial statements for further information.

Income Tax Expense

			Nine Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Income tax expense			$	52,303					$	50,860					$	1,443					2.8		%

The Company recorded income tax expense of $52.3 million and $50.9 million for the nine months ended September 30, 2025 and 2024, respectively, which represents an effective tax rate of 26.0% and 25.1%, respectively. The variance in the Company’s effective tax rate of 26.0% for the nine months ended September 30, 2025, compared to the federal statutory rate of 21.0%, was primarily attributable to the difference between federal and state tax rates and various non-deductible expenses. The variance in the Company’s effective tax rate of 25.1% for the nine months ended September 30, 2024, compared to the federal statutory rate of 21.0%, was primarily attributable to the difference between federal and state tax rates, various non-deductible expenses, and a change in state valuation allowance.

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Net Income and Other Comprehensive Income (Loss)

			Nine Months Ended September 30,
			2025						2024						Variance
			(in thousands, except for percentages)
Net income			$	149,081					$	151,690					$	(2,609)					(1.7)		%
Other comprehensive income (loss), net of tax:
Changes in unrealized (loss) gain on cash flow hedges, net of income taxes			(5,545)						(5,475)						(70)						NM(1)
Other comprehensive (loss) income			(5,545)						(5,475)						(70)						NM(1)
Net comprehensive income			$	143,536					$	146,215					$	(2,679)					(1.8)		%

(1) Not meaningful

The change in net income was attributable to the factors described in the above sections.

For the nine months ended September 30, 2025 and 2024, the change in unrealized (loss) gain on cash flow hedges, net of income taxes was related to the change in fair market value of the $300.0 million interest rate cap hedge executed in October 2021.

Net comprehensive income decreased to $143.5 million for the nine months ended September 30, 2025, compared to net comprehensive income of $146.2 million for the nine months ended September 30, 2024, primarily as a result of the factors described in the above sections.

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Liquidity and Capital Resources

For the nine months ended September 30, 2025 and the twelve months ended December 31, 2024, the Company’s primary sources of liquidity were cash and cash equivalents of $309.8 million and $412.6 million, respectively. As of September 30, 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). 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). During the nine months ended September 30, 2025 and 2024, the Company’s cash flows from operations 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.

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, the pursuit of acquisitions, and share repurchases. Ongoing operating cash outflows are associated with procuring and dispensing drugs, personnel and other costs associated with servicing patients, as well as paying cash interest on outstanding debt and taxes. Ongoing investing cash flows are primarily associated with capital projects and business acquisitions, the improvement and maintenance of our pharmacy facilities and investment in our information technology systems. Ongoing financing cash flows are primarily associated with the quarterly principal payments on our 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. 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. It is impossible to predict the amount of capital that may be required for acquisitions, and there is no assurance that sufficient financing for these activities will be available on acceptable terms.

Short-Term and Long-Term Liquidity Requirements

The Company’s ability to make principal and interest payments on any borrowings under our credit facilities and our ability to fund planned capital expenditures will depend on our ability to generate cash and cash equivalents in the future, which to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions. 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 over the next 12 months and beyond. We may require additional borrowings under our credit facilities and alternative forms of financings or investments to achieve our longer-term strategic plans.

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Credit Facilities

On September 22, 2025, the Company entered into the Fourth Amendment to the Credit Agreement. The Fourth Amendment, among other things, (i) reduces the interest rate on the First Lien Term Loan from Term SOFR plus 2.25% to Term SOFR plus 1.75% and extends the maturity date 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 Revolver Facility to September 22, 2030.

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. 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.

The Senior Notes bear interest at a rate of 4.375% per annum and are payable semi-annually in arrears on October 31 and April 30 of each year. The Senior Notes mature on October 31, 2029.

The Company’s Revolver Facility provides for borrowings up to $400.0 million. 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. 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 First Lien Credit Agreement 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. As of September 30, 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 $363.7 million based on final maturity dates of the Company’s credit facilities. Interest payments are calculated based on current rates as of September 30, 2025. Actual payments are based on changes in SOFR and exclude the interest rate cap derivative instrument.

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Cash Flows

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following table presents selected data from Option Care Health’s unaudited condensed consolidated statements of cash flows:

			Nine Months Ended September 30,
			2025						2024						Variance
			(in thousands)
Net cash provided by operating activities			$	222,556					$	287,270					$	(64,714)
Net cash used in investing activities			(147,437)						(25,266)						(122,171)
Net cash used in financing activities			(177,862)						(122,827)						(55,035)
Net (decrease) increase in cash and cash equivalents			(102,743)						139,177						(241,920)
Cash and cash equivalents - beginning of period			412,565						343,849						68,716
Cash and cash equivalents - end of period			$	309,822					$	483,026					$	(173,204)

Cash Flows from Operating Activities

The decrease in cash provided by operating activities during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was primarily due to a reduction in accounts payable, partially offset by increases in inventories, prepaid expenses, and accrued compensation and employee benefits.

Cash Flows from Investing Activities

The increase in cash used in investing activities during the nine months ended September 30, 2025 was primarily related to the Intramed Plus acquisition activity with no comparable activity during the nine months ended September 30, 2024.

Cash Flows from Financing Activities

The increase in cash used in financing activities was primarily related to the Company’s $214.9 million repurchase of common stock and related excise taxes during the nine months ended September 30, 2025, whereas the activity during the nine months ended September 30, 2024 was primarily related to the Company’s $160.1 million repurchase of common stock and related excise taxes.

Critical Accounting Policies and Estimates

The Company prepares its unaudited condensed consolidated financial statements in accordance with GAAP, which requires the Company to make estimates and assumptions. The Company evaluates its estimates and assumptions on an ongoing basis. 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. The Company’s actual results may differ from these estimates, and different assumptions or conditions may yield different estimates.

There have been no material changes to the Company’s critical accounting policies and estimates as presented in our Form 10-K, which are hereby incorporated by reference.

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to our exposure to market risk from those included in our Form 10-K, which is hereby incorporated by reference.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2025. Based on that evaluation, the Company’s Chief Executive Officer and its Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1.    Legal Proceedings

For a summary of legal proceedings, refer to Note 13, Commitments and Contingencies, of the unaudited condensed consolidated financial statements included in Item 1 of this Form 10-Q.

Item 1A.    Risk Factors

There have been no material changes to the risk factors affecting our business, financial condition or results of operations from those set forth in Part I, Item 1A. “Risk Factors” in our Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The Company’s Board of Directors approved a share repurchase program of up to an aggregate $500 million of common stock of the Company. This program has no specified expiration date.

The following table provides certain information with respect to the Company’s repurchases of common stock from July 1, 2025 through September 30, 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
July 1, 2025 - July 31, 2025						—						$	—					—						$	350,000,914
August 1, 2025 - August 31, 2025						485,768						28.31						485,768						336,249,232
September 1, 2025 - September 30, 2025						1,719,767						28.32						1,719,767						287,543,218
						2,205,535						$	28.32					2,205,535						$	287,543,218

Item 5.    Other Information

Adoption, Modification and Termination of Rule 10b5-1 Plans and Certain Other Trading Arrangements

No director or officer of the Company has adopted, modified or terminated a Rule 10b5-1 plan or non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2025.

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Item 6.    Exhibits

(a) Exhibits.

Exhibit Number			Description
3.1			Fourth Amended and Restated Certificate of Incorporation of Option Care Health, Inc., effective as of May 15, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 16, 2025).
3.2			Amended and Restated By-Laws of Option Care Health, Inc., effective as of May 14, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 16, 2025).
10.1			Fourth Amendment to Amended and Restated First Lien Credit Agreement, dated as of September 22, 2025, by and among Option Care Health, Inc., a Delaware corporation, as borrower, each other Loan Party (as defined therein) party thereto, each 2025 Refinancing Term Lender (as defined therein) party thereto, each 2025 Incremental Term Lender (as defined therein), each Extending Revolving Credit Lender (as defined therein) and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 25, 2025).
10.2			Employment Offer Letter, dated as of August 19, 2025, between Option Care Health, Inc. and Meenal A. Sethna (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 20, 2025).
10.3			Transition Agreement and Release, dated as of August 19, 2025, between Option Care Enterprises, Inc. and Michael Shapiro (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 20, 2025).
31.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			XBRL Taxonomy Extension Labels Linkbase Document
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document
104			XBRL Formatted Cover Page

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SIGNATURES

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, thereunto duly authorized.

OPTION CARE HEALTH, INC.
Date: October 30, 2025			/s/ Meenal Sethna
Meenal Sethna
Chief Financial Officer and Executive Vice President
(Principal Financial Officer and Duly Authorized Officer)

37

FAQ

How did OPCH’s revenue and earnings change in Q3 2025?

Net revenue rose to $1,435,016,000 (up 12.2% year over year). Net income was $51,816,000 and diluted EPS was $0.32.

What drove Option Care Health’s revenue growth in Q3 2025?

Growth was driven by higher volumes in both acute (mid‑teens) and chronic (low double‑digits) therapies, aided by competitive landscape shifts.

Why did gross margin decline in Q3 2025?

Gross margin fell to 19.0% due to higher‑cost chronic therapies and a reduction in the procurement spread.

What were the key financing actions in the quarter?

OPCH refinanced its First Lien Term Loan to Term SOFR + 1.75%, extended maturity to September 22, 2032, and added $49.6M incremental debt.

How much cash did OPCH generate and hold?

Operating cash flow was $222,556,000 year‑to‑date; cash and equivalents were $309,822,000 at September 30, 2025.

What did OPCH spend on share repurchases in 2025?

Year‑to‑date repurchases totaled $212,500,000 for 6,805,621 shares, with $287,500,000 remaining authorized.

What acquisition closed in 2025 and for how much?

OPCH acquired Intramed Plus for $117,247,000 net of cash, adding referral sources and trademarks and increasing goodwill.