8-K
Option Care Health, Inc. (OPCH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 24, 2026
OPTION CARE HEALTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-11993 | 05-0489664 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
3000 Lakeside Dr. Suite 300N, Bannockburn, IL 60015
(Address of principal executive offices)
(312) 940-2443
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
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 |
Item 2.02. Results of Operations and Financial Condition.
On February 24, 2026, Option Care Health, Inc. (the "Company") issued a press release reporting its fourth quarter and full-year 2025 financial results. A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
The press release includes certain non-GAAP financial measures described therein. Reconciliation between any non-GAAP financial measures presented and the most directly comparable GAAP financial measures is also provided.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated February 24, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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 hereunto duly authorized.
| Option Care Health, Inc. | |||
|---|---|---|---|
| Date: | February 24, 2026 | By: | /s/ Meenal Sethna |
| Meenal Sethna | |||
| Chief Financial Officer |
Document
Exhibit 99.1
OPTION CARE HEALTH ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL YEAR 2025
BANNOCKBURN, IL., February 24, 2026 - Option Care Health, Inc. (the “Company” or “Option Care Health”) (Nasdaq: OPCH), the nation’s largest independent provider of home and alternate site infusion services, announced today financial results for the fourth quarter and full year ended December 31, 2025.
Fourth Quarter 2025 Financial Highlights
(year-over-year comparisons unless otherwise noted)
•Net revenue of $1,465.4 million, up 8.8%
•Net income of $58.5 million, down 2.7%
•GAAP diluted earnings per share of $0.37, up 5.7%
•Adjusted EBITDA of $126.0 million, up 3.7%
•Adjusted diluted earnings per share of $0.46, up 4.5%
•Repurchased $95 million of stock in the quarter
Full Year 2025 Financial Highlights
(year-over-year comparisons unless otherwise noted)
•Net revenue of $5,649.5 million, up 13.0%
•Net income of $207.6 million, down 2.0%
•GAAP diluted earnings per share of $1.27, up 3.3%
•Adjusted EBITDA of $471.3 million, up 6.2%
•Adjusted diluted earnings per share of $1.72, up 8.9%
•Cash provided by operating activities of $258.4 million
•Repurchased $307 million of stock in the year
John C. Rademacher, Chief Executive Officer, commented, “Our team continued to execute at a very high level to deliver extraordinary care and solid results in the fourth quarter and full year of 2025. During 2025, we served over 315,000 patients and they remain at the center of everything we do. We continued to make significant progress against our key priorities to build a sustainable growth enterprise while navigating a dynamic industry environment. As we look ahead in 2026, I am excited about the opportunities to further our mission and capitalize on the positive long-term growth trends across our industry and the strength of our position to serve more patients.”
Full Year 2026 Financial Guidance
For the full year 2026, Option Care Health expects to deliver the following financial results:
•Net revenue of $5.8 billion to $6.0 billion
•Adjusted diluted earnings per share of $1.82 to $1.92
•Adjusted EBITDA of $480 million to $505 million
•Cash provided by operating activities of at least $340 million
Conference Call
Option Care Health will host a conference call to discuss its results on Tuesday, February 24, 2026, at 8:30 a.m. ET. The conference call can be accessed via a live audio webcast that will be available online at investors.optioncarehealth.com. A replay of the call will be available at the same web link for 90 days after the call.
About Option Care Health
Option Care Health is the nation’s largest independent provider of home and alternate site infusion services. With over 8,000 team members, including more than 5,000 clinicians, we work compassionately to elevate standards of care for patients with acute and chronic conditions in all 50 states. Through our clinical leadership, expertise and national scale, Option Care Health is reimagining the infusion care experience for patients, customers and team members. To learn more, please visit our website at optioncarehealth.com.
Investor Contact
| Nicole Maggio |
|---|
| Senior Vice President, Corporate Controller |
| investor.relations@optioncare.com |
Forward-Looking Statements - Safe Harbor
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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. Examples of forward-looking statements include, among others, statements the Company may make regarding future revenues, future earnings, other future financial results, regulatory developments, market developments, new products and growth strategies and the effects of any of the foregoing on its future results of operations or financial condition.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its 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 the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: changes in laws, regulations or trade policies applicable to its business model; loss of relationships with managed care organizations and other non-governmental third party payers; changes in the pharmaceutical industry, including limiting or discontinuing research, development, production and marketing of pharmaceuticals compatible with its services; changes in market conditions and receptivity to its services and offerings; and pending and future litigation or potential liability for claims not covered by insurance. For a detailed discussion of the risk factors that could affect its actual results, please refer to the risk factors identified in the Company’s SEC reports as filed with the SEC.
Any forward-looking statement made by the Company in this press release is based only on information currently available to it and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Note Regarding Use of Non-GAAP Financial Measures
In addition to reporting financial information in accordance with generally accepted accounting principles (GAAP), the Company is also reporting Adjusted net income, Adjusted EBITDA and Adjusted diluted earnings per share (“EPS”), which are non-GAAP financial measures. These adjusted measures are not measurements of financial performance under GAAP and should not be used in isolation or as a substitute or alternative to net income, EPS, or any other performance measure derived in accordance with GAAP, or as a substitute or alternative to cash flow from operating activities or a measure of the Company’s liquidity. In addition, the Company's definitions of Adjusted net income, Adjusted EBITDA, and Adjusted diluted EPS may not be comparable to similarly titled non-GAAP financial measures reported by other companies. As defined by the Company: (i) Adjusted net income represents net income before intangible asset amortization expense, stock-based compensation expense, loss on extinguishment of debt, and restructuring, acquisition, integration and other expenses, net of tax adjustments, (ii) Adjusted EBITDA represents net income before net interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, loss on extinguishment of debt, and restructuring, acquisition, integration and other expenses, and (iii) Adjusted diluted EPS represents Adjusted net income divided by weighted average common shares outstanding, diluted. As part of restructuring, acquisition, integration and other expenses, the Company may incur significant charges such as the write down of certain long‑lived assets, temporary redundant expenses, professional fees, certain litigation expenses and reserves related to acquired businesses, potential retention and severance costs and potential accelerated payments or termination costs for certain of its contractual obligations. Management believes that these adjusted measures provide useful supplemental information regarding the performance of Option Care Health’s business operations and facilitate comparisons to the Company’s historical operating results. The Company has not reconciled Adjusted EBITDA guidance to net income or Adjusted diluted EPS guidance to GAAP diluted EPS as management believes creation of this reconciliation would not be practicable due to the uncertainty regarding, and potential variability of, material reconciling items. Full reconciliations of each historical adjusted measure to the most comparable GAAP financial measure are set forth below.
Schedule 1
OPTION CARE HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)(UNAUDITED)
| December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 232,624 | $ | 412,565 |
| Accounts receivable, net | 473,566 | 409,733 | ||
| Inventories | 471,149 | 388,131 | ||
| Prepaid expenses and other current assets | 87,629 | 112,198 | ||
| Total current assets | 1,264,968 | 1,322,627 | ||
| NONCURRENT ASSETS: | ||||
| Property and equipment, net | 139,236 | 127,367 | ||
| Intangible assets, net | 21,897 | 16,993 | ||
| Referral sources, net | 287,281 | 284,017 | ||
| Goodwill | 1,606,743 | 1,540,246 | ||
| Other noncurrent assets | 135,644 | 130,493 | ||
| Total noncurrent assets | 2,190,801 | 2,099,116 | ||
| TOTAL ASSETS | $ | 3,455,769 | $ | 3,421,743 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Accounts payable | $ | 639,829 | $ | 610,779 |
| Other current liabilities | 189,519 | 169,367 | ||
| Total current liabilities | 829,348 | 780,146 | ||
| NONCURRENT LIABILITIES: | ||||
| Long-term debt, net of discount, deferred financing costs and current portion | 1,154,052 | 1,104,641 | ||
| Other noncurrent liabilities | 145,976 | 132,718 | ||
| Total noncurrent liabilities | 1,300,028 | 1,237,359 | ||
| Total liabilities | 2,129,376 | 2,017,505 | ||
| STOCKHOLDERS' EQUITY | 1,326,393 | 1,404,238 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 3,455,769 | $ | 3,421,743 |
Schedule 2
OPTION CARE HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| NET REVENUE | $ | 1,465,446 | $ | 1,346,418 | $ | 5,649,519 | $ | 4,998,202 |
| COST OF REVENUE | 1,182,548 | 1,078,039 | 4,561,624 | 3,985,209 | ||||
| GROSS PROFIT | 282,898 | 268,379 | 1,087,895 | 1,012,993 | ||||
| OPERATING COSTS AND EXPENSES: | ||||||||
| Selling, general and administrative expenses | 172,137 | 164,727 | 682,451 | 630,251 | ||||
| Depreciation and amortization expense | 19,260 | 16,615 | 67,538 | 60,909 | ||||
| Total operating expenses | 191,397 | 181,342 | 749,989 | 691,160 | ||||
| OPERATING INCOME | 91,501 | 87,037 | 337,906 | 321,833 | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest expense, net | (12,734) | (10,879) | (54,558) | (49,029) | ||||
| Other, net | 2,749 | 4,891 | (448) | 10,795 | ||||
| Total other (expense) income | (9,985) | (5,988) | (55,006) | (38,234) | ||||
| INCOME BEFORE INCOME TAXES | 81,516 | 81,049 | 282,900 | 283,599 | ||||
| INCOME TAX EXPENSE | 23,012 | 20,916 | 75,315 | 71,776 | ||||
| NET INCOME | $ | 58,504 | $ | 60,133 | $ | 207,585 | $ | 211,823 |
| Earnings per share, basic | $ | 0.37 | $ | 0.36 | $ | 1.28 | $ | 1.23 |
| Earnings per share, diluted | $ | 0.37 | $ | 0.35 | $ | 1.27 | $ | 1.23 |
| Weighted average common shares outstanding, basic | 158,259 | 168,816 | 162,099 | 171,567 | ||||
| Weighted average common shares outstanding, diluted | 159,833 | 169,980 | 163,365 | 172,845 |
Schedule 3
OPTION CARE HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)(UNAUDITED)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net income | $ | 207,585 | $ | 211,823 |
| Adjustments to reconcile net income to net cash provided by operations: | ||||
| Depreciation and amortization expense | 70,690 | 63,498 | ||
| Deferred income taxes, net | 8,443 | 12,656 | ||
| Other adjustments | 71,479 | 55,661 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable, net | (54,593) | (32,075) | ||
| Inventories | (81,469) | (114,127) | ||
| Prepaid expenses and other current assets | 17,756 | (15,601) | ||
| Accounts payable | 19,523 | 183,395 | ||
| Accrued compensation and employee benefits | 6,292 | (29,480) | ||
| Other | (7,259) | (12,358) | ||
| Net cash provided by operating activities | 258,447 | 323,392 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Acquisition of property and equipment | (41,307) | (35,606) | ||
| Business acquisitions, net of cash acquired | (117,247) | — | ||
| Other investing activities | (2,529) | (864) | ||
| Net cash used in investing activities | (161,083) | (36,470) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Proceeds from issuance of debt | 229,472 | 49,959 | ||
| Purchase of company stock and related excise taxes | (309,951) | (252,726) | ||
| Retirement of debt obligations | (180,239) | — | ||
| Other financing activities | (16,587) | (15,439) | ||
| Net cash used in financing activities | (277,305) | (218,206) | ||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (179,941) | 68,716 | ||
| Cash and cash equivalents - beginning of period | 412,565 | 343,849 | ||
| CASH AND CASH EQUIVALENTS - END OF PERIOD | $ | 232,624 | $ | 412,565 |
Schedule 4
OPTION CARE HEALTH, INC.
RECONCILIATION BETWEEN GAAP AND NON-GAAP MEASURES
(IN THOUSANDS)(UNAUDITED)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net income | $ | 58,504 | $ | 60,133 | $ | 207,585 | $ | 211,823 |
| Interest expense, net | 12,734 | 10,879 | 54,558 | 49,029 | ||||
| Income tax expense | 23,012 | 20,916 | 75,315 | 71,776 | ||||
| Depreciation and amortization expense | 20,316 | 17,469 | 70,690 | 63,498 | ||||
| EBITDA | 114,566 | 109,397 | 408,148 | 396,126 | ||||
| EBITDA adjustments | ||||||||
| Stock-based incentive compensation expense | 9,318 | 8,523 | 39,956 | 36,143 | ||||
| Loss on extinguishment of debt | — | — | 4,744 | 377 | ||||
| Restructuring, acquisition, integration and other | 2,118 | 3,639 | 18,436 | 11,143 | ||||
| Adjusted EBITDA | $ | 126,002 | $ | 121,559 | $ | 471,284 | $ | 443,789 |
| Net income | $ | 58,504 | $ | 60,133 | $ | 207,585 | $ | 211,823 |
| Intangible asset amortization expense | 9,269 | 8,596 | 36,932 | 34,405 | ||||
| Stock-based incentive compensation expense | 9,318 | 8,523 | 39,956 | 36,143 | ||||
| Loss on extinguishment of debt (1) | — | — | 4,744 | — | ||||
| Restructuring, acquisition, integration and other | 2,118 | 3,639 | 18,436 | 11,143 | ||||
| Total pre-tax adjustments | 20,705 | 20,758 | 100,068 | 81,691 | ||||
| Tax adjustments (2) | (5,984) | (5,356) | (26,618) | (20,668) | ||||
| Adjusted net income | $ | 73,225 | $ | 75,535 | $ | 281,035 | $ | 272,846 |
| Earnings per share, diluted | $ | 0.37 | $ | 0.35 | $ | 1.27 | $ | 1.23 |
| Adjusted earnings per share, diluted | $ | 0.46 | $ | 0.44 | $ | 1.72 | $ | 1.58 |
| Weighted average common shares outstanding, diluted | 159,833 | 169,980 | 163,365 | 172,845 |
(1) Beginning with the year ended December 31, 2025, adjusted net income excludes loss on extinguishment of debt on a prospective basis, which has been immaterial in prior periods.
(2) Tax adjustments for the three months and year ended December 31, 2025 and 2024 includes the estimated income tax effect on non-GAAP adjustments based on the effective tax rate.