bios-20260331

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 March 31, 2026
			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,

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 April 28, 2026, there were 157,027,504 shares of the registrant’s Common Stock outstanding.

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	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

SIGNATURES		31

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 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. If any of these risks materialize, or if any of the 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 the Company’s 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, 2025 (our “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”). Although the Company has attempted to identify important risk factors, there may be other risk factors not presently known to the Company or that the Company presently believes 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. The Company cautions 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 the Company in this Form 10-Q speaks only as of the date hereof. The Company undertakes 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.


	March 31, 2026		December 31, 2025
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	177,321	$	232,624
Accounts receivable, net	516,436		473,566
Inventories	415,686		471,149
Prepaid expenses and other current assets	85,664		87,629
Total current assets	1,195,107		1,264,968

NONCURRENT ASSETS:
Property and equipment, net	139,939		139,236
Operating lease right-of-use asset	89,772		91,250
Intangible assets, net	21,063		21,897
Referral sources, net	278,845		287,281
Goodwill	1,606,743		1,606,743
Other noncurrent assets	48,631		44,394
Total noncurrent assets	2,184,993		2,190,801
TOTAL ASSETS	$	3,380,100	$	3,455,769

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	545,016	$	639,829
Accrued compensation and employee benefits	49,432		70,414
Accrued expenses and other current liabilities	104,477		88,329
Current portion of operating lease liability	24,040		23,996
Current portion of long-term debt	6,780		6,780
Total current liabilities	729,745		829,348

NONCURRENT LIABILITIES:
Long-term debt, net of discount, deferred financing costs and current portion	1,153,040		1,154,052
Operating lease liability, net of current portion	86,311		88,519
Deferred income taxes	57,885		56,019
Other noncurrent liabilities	2,050		1,438
Total noncurrent liabilities	1,299,286		1,300,028
Total liabilities	2,029,031		2,129,376

STOCKHOLDERS’ EQUITY:
Preferred stock; $0.0001 par value; 12,500,000 shares authorized, no shares outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock; $0.0001 par value: 250,000,000 shares authorized, 185,181,961 shares issued and 156,988,358 shares outstanding as of March 31, 2026; 184,522,423 shares issued and 156,857,801 shares outstanding as of December 31, 2025	18		18
Treasury stock; 28,193,603 and 27,664,622 shares outstanding, at cost, as of March 31, 2026 and December 31, 2025, respectively	(835,740)		(818,201)
Paid-in capital	1,261,153		1,263,549
Retained earnings	922,264		876,921
Accumulated other comprehensive income (loss)	3,374		4,106
Total stockholders’ equity	1,351,069		1,326,393
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,380,100	$	3,455,769


	Three Months Ended March 31,
	2026		2025
NET REVENUE	$	1,350,654	$	1,332,972
COST OF REVENUE	1,088,640		1,069,920
GROSS PROFIT	262,014		263,052

OPERATING COSTS AND EXPENSES:
Selling, general and administrative expenses	174,562		168,118
Depreciation and amortization expense	14,907		15,746
Total operating expenses	189,469		183,864
OPERATING INCOME	72,545		79,188

OTHER INCOME (EXPENSE):
Interest expense, net	(13,304)		(13,231)
Equity in earnings of joint ventures	1,689		1,729
Other, net	73		(4,130)
Total other (expense) income	(11,542)		(15,632)

INCOME BEFORE INCOME TAXES	61,003		63,556
INCOME TAX EXPENSE	15,660		16,814
NET INCOME	$	45,343	$	46,742

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit of $239 and $783, respectively	$	(732)	$	(2,398)
OTHER COMPREHENSIVE (LOSS) INCOME	(732)		(2,398)
NET COMPREHENSIVE INCOME	$	44,611	$	44,344

EARNINGS PER COMMON SHARE:
Earnings per share, basic	$	0.29	$	0.28
Earnings per share, diluted	$	0.29	$	0.28

Weighted average common shares outstanding, basic	156,653		165,460
Weighted average common shares outstanding, diluted	158,209		166,804


	Preferred Stock		Common Stock		Treasury Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
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

Balance - December 31, 2025	$	—	$	18	$	(818,201)	$	1,263,549	$	876,921	$	4,106	$	1,326,393
Exercise of stock options, vesting of restricted stock, and related tax withholdings	—		—		—		(12,595)		—		—		(12,595)
Stock-based incentive compensation	—		—		—		10,199		—		—		10,199
Purchase of company stock, and related tax effects	—		—		(17,539)		—		—		—		(17,539)
Net income	—		—		—		—		45,343		—		45,343
Other comprehensive loss	—		—		—		—		—		(732)		(732)
Balance - March 31, 2026	$	—	$	18	$	(835,740)	$	1,261,153	$	922,264	$	3,374	$	1,351,069


	Amount
Accounts receivable, net	$	9,240
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	50,750
Goodwill (2)	66,497
Cash acquired	2,968
Purchase price	120,215
Less: cash acquired	(2,968)
Purchase price, net of cash acquired	$	117,247


Fiscal Year Ended December 31,	Minimum Payments
2026	$	23,534
2027	26,710
2028	19,903
2029	15,235
2030	12,133
Thereafter	42,111
Total lease payments	139,626
Less: interest	(29,275)
Present value of lease liabilities	$	110,351


	March 31, 2026		December 31, 2025
Infusion pumps	$	35,680	$	36,497
Equipment, furniture and other	30,947		28,087
Leasehold improvements	135,502		126,651
Computer software, purchased and internally developed	60,444		58,608
Assets under development	20,070		19,207
	282,643		269,050
Less: accumulated depreciation	(142,704)		(129,814)
Property and equipment, net	$	139,939	$	139,236


	Amount
Balance at December 31, 2024	$	1,540,246
Acquisitions	65,684
Balance at March 31, 2025	$	1,605,930


	March 31, 2026		December 31, 2025
Gross intangible assets:
Referral sources	$	551,188	$	551,188
Trademarks/names	46,808		46,808
Other amortizable intangible assets	985		985
Total gross intangible assets	598,981		598,981

Accumulated amortization:
Referral sources	(272,343)		(263,907)
Trademarks/names	(25,955)		(25,170)
Other amortizable intangible assets	(775)		(726)
Total accumulated amortization	(299,073)		(289,803)
Total intangible assets, net	$	299,908	$	309,178


	Principal Amount		Discount		Debt Issuance Costs		Net Balance
Revolver Facility	$	—	$	—	$	—	$	—
First Lien Term Loan	674,610		(4,394)		(4,766)		665,450
Senior Notes	500,000		—		(5,630)		494,370
	$	1,174,610	$	(4,394)	$	(10,396)	1,159,820
Less: current portion							(6,780)
Total long-term debt							$	1,153,040


Financial Instrument	Carrying Value as of March 31, 2026		Markets for Identical Item (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
First Lien Term Loan	$	665,450	$	—	$	677,174	$	—
Senior Notes	494,370		—		480,000		—
Total debt instruments	$	1,159,820	$	—	$	1,157,174	$	—


	Three Months Ended March 31,
	2026		2025
Commercial payers	$	1,144,906	$	1,144,932
Government payers	177,880		160,518
Patients	27,868		27,522
Net revenue	$	1,350,654	$	1,332,972


	Three Months Ended March 31,
	2026	2025
Stock option awards	54,182	702,287
Restricted stock awards	434,797	604,589
Performance stock unit awards	179,231	171,854


	2026	2025
Balance, beginning of the year	156,858	166,261
Equity award issuances	659	529
Share repurchases	(529)	(3,046)
Balance at March 31,	156,988	163,744


	Three Months Ended March 31,
	2026			2025			Variance

	(in thousands, except for percentages)
Net revenue	$	1,350,654		$	1,332,972		$	17,682	1.3	%
Cost of revenue	1,088,640			1,069,920			18,720		1.7	%
Gross profit	$	262,014		$	263,052		$	(1,038)	(0.4)	%
Gross profit margin	19.4		%	19.7		%


	Three Months Ended March 31,
Derivative	2026		2025
Interest rate cap designated as cash flow hedge	$	(971)	$	(3,181)


		Three Months Ended March 31,
Derivative	Income Statement Caption	2026		2025
Interest rate cap designated as cash flow hedge	Interest expense, net	$	1,708	$	2,191

SEC Form 10-Q filed by Option Care Health Inc.