Option Care Health, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
OPCH$31.65+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0001014739-26-000023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001014739-26-000029
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 73 previous paragraphs and 79 current paragraphs.
42 unchanged; 26 reworded; 11 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Pending Take-Private Merger
Current report
On October 5, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub, pursuant to which the Company is to be acquired by the Investor Group. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent.
Current report
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares held by the Company as treasury stock, owned by Parent or any of its subsidiaries, including Merger Sub, or as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $32.05 without interest.
Current report
The Merger is expected to close in the first half of calendar year 2027, subject to the satisfaction or waiver of certain conditions. Additional conditions include, without limitation, the accuracy of specified representations and warranties (subject to specified materiality standards), performance of covenants in all material respects and the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement.
Current report
The Merger Agreement contains specified termination rights for the Company and Parent, including in the event that the Merger has not been consummated on or prior to 11:59 p.m., New York City time, on October 5, 2027. Additionally, the Merger Agreement requires the Company to pay Parent a termination fee of approximately $145.96 million if the Merger Agreement is terminated under certain circumstances. The Merger Agreement also requires Parent to pay the Company a reverse termination fee of approximately $291.93 million if the Merger Agreement is terminated under certain circumstances.
Current report
Upon consummation of the Merger, the Company will become a privately held company, and its common stock will no longer be listed on any public market.
Current report
The increase in selling, general and administrative expenses during the three months ended September 30, 2026 was primarily attributable to transaction costs related to the pending Merger.
Current report
The change in Other, net during the three months ended September 30, 2026 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, 2026.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
Our business strategy includes strategic deployment of capital to internal investments in resources, infrastructure, and technologies to support future growth and the pursuit of strategic tuck-in and adjacent acquisitions that complement our existing operations. However, while the Merger is pending, our capital deployment and acquisition activities are subject to the terms of the Merger Agreement, which restrict, among other things, certain acquisitions, capital expenditures and financing activities, subject to specified exceptions or the prior written consent of Parent. These restrictions may limit or delay our ability to pursue acquisition opportunities and other strategic investments during the periods prior to the completion of the Merger.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Removed paragraphs (5)
Previous report
The decrease in selling, general and administrative expenses during the three months ended June 30, 2026 was primarily attributable to lower performance-based compensation expense, and disciplined execution of cost management and efficiency initiatives. These decreases were partially offset by continued investments in strategic growth initiatives, including commercial and operational capabilities that support long-term business growth.
Previous report
The change in Other, net during the three months ended June 30, 2026 was primarily attributable to adjustments related to certain unclaimed property liabilities recorded in the prior year with no comparable activity in the current-year quarter.
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
Our business strategy includes strategic deployment of capital to internal investments in resources, infrastructure, and technologies to support future growth, the periodic repurchases of Company shares and the pursuit of strategic tuck-in and adjacent 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 historically 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.
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Reworded paragraphs (26)
Previous wording
Option Care Health, and its wholly-owned subsidiaries, provide infusion therapy and other ancillary health care services through a national network of 86 full service pharmacies and 187 ambulatory infusion suites, including 32 with advanced practitioner capabilities. 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. Our national footprint enables us to collaborate with health systems and national payers to provide high quality care at an appropriate cost in a comfortable setting. We have established key relationships that allow us access to local resources to ensure responsiveness to our patients’ needs. At the center of everything we do is the patient. This is the driving force behind all of our actions and the partnerships that we have across the healthcare ecosystem.
Current wording
Option Care Health, and its wholly-owned subsidiaries, provide infusion therapy and other ancillary health care services through a national network of 87 full service pharmacies and 188 ambulatory infusion suites, including 33 with advanced practitioner capabilities. 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, works 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. Our national footprint enables us to collaborate with health systems and national payers to provide high quality care at an appropriate cost in a comfortable setting. We have established key relationships that allow us access to local resources to ensure responsiveness to our patients’ needs. At the center of everything we do is the patient. This is the driving force behind all of our actions and the partnerships that we have across the healthcare ecosystem.
Previous wording
The following results of operations include the accounts of Option Care Health and our subsidiaries for the three and six months ended June 30, 2026 and 2025.
Current wording
The following results of operations include the accounts of Option Care Health and our subsidiaries for the three and nine months ended September 30, 2026 and 2025.
Previous wording
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.
Current wording
Selling, General and Administrative Expenses. Selling, general and administrative expenses consist principally of salaries for administrative employees that directly and indirectly support operations, occupancy costs, marketing expenditures, insurance, and professional fees.
Previous wording
Interest Expense, Net. Interest expense consists principally of interest and fee 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.
Current wording
Interest Expense, Net. Interest expense consists principally of interest and fee payments on the Company’s outstanding borrowings under the First Lien Term Loan, Revolver Facility, and 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.
Previous wording
The following table presents Option Care Health’s consolidated results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands, except for percentages):
Current wording
The following table presents Option Care Health’s consolidated results of operations for the three and nine months ended September 30, 2026 and 2025 (in thousands, except for percentages):
Previous wording
The increase in net revenue was primarily driven by continued strong growth in the Company's acute portfolio of therapies, which saw high single-digit growth over the prior year, reflecting ongoing success in maintaining referral source and payer relationships and strong partnerships with hospitals and health systems. The Company’s chronic portfolio of therapies was flat versus the prior year. This was driven by growth in both the IG/neuro and rare and orphan portfolio and offset by a decline within the chronic inflammatory disease ("CID") portfolio, primarily due to patient attrition and unfavorable therapy mix. Management continues to expect CID-related dynamics to negatively impact gross profit by approximately $55 million during 2026.
Current wording
The increase in net revenue was primarily driven by continued strong growth in the Company's acute portfolio of therapies, which saw high single-digit growth over the prior year, reflecting ongoing success in maintaining referral source and payer relationships and strong partnerships with hospitals and health systems. The Company’s chronic portfolio of therapies experienced low single-digit growth versus the prior year. This was driven by growth in both the IG/neuro and rare and orphan portfolio and offset by a decline within the chronic inflammatory disease ("CID") portfolio, primarily due to patient attrition and unfavorable therapy mix. Management continues to expect CID-related dynamics to negatively impact gross profit by approximately $55 million during 2026.
Previous wording
The increase in cost of revenue was primarily attributable to higher revenue volumes and changes in therapy mix. Gross profit decreased slightly primarily due to the impact of shifts in therapy mix, including the continued headwinds in the CID portfolio, partially offset by growth in higher-margin therapies and ongoing operational initiatives.
Current wording
The increase in cost of revenue was primarily attributable to higher revenue volumes and changes in therapy mix. Gross profit increased primarily due to growth in higher-margin therapies and ongoing operational initiatives, partially offset by the impact of shifts in therapy mix, including the continued headwinds in the CID portfolio.
Previous wording
Income tax expense increased $1.7 million, or 9.5%, to $20.1 million for the three months ended June 30, 2026 compared to $18.3 million for the three months ended June 30, 2025. The Company’s effective tax rates were 27.1% and 26.6% for the three months ended June 30, 2026 and 2025, respectively, compared to the U.S. federal statutory rate of 21.0%. The Company’s effective tax rate for the three months ended June 30, 2026 and three months ended June 30, 2025 were higher than the U.S. federal statutory rate primarily due to state income taxes and various non-deductible expenses.
Current wording
Income tax expense increased $4.3 million to $21.5 million for the three months ended September 30, 2026 compared to $17.2 million for the three months ended September 30, 2025. The Company’s effective tax rates were 27.2% and 24.9% for the three months ended September 30, 2026 and 2025, respectively. The Company’s effective tax rates for the three months ended September 30, 2026 and three months ended September 30, 2025 were higher than the U.S. federal statutory rate of 21.0% primarily due to state income taxes and various non-deductible expenses.
Previous wording
For the three months ended June 30, 2026 and 2025, 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.
Current wording
For the three months ended September 30, 2026 and 2025, 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. The interest rate cap hedge expires on November 30, 2026.
Previous wording
Net comprehensive income increased to $52.8 million for the three months ended June 30, 2026, compared to net comprehensive income of $48.8 million for the three months ended June 30, 2025, primarily as a result of the factors described in the above sections.
Current wording
Net comprehensive income increased to $56.1 million for the three months ended September 30, 2026, compared to net comprehensive income of $50.4 million for the three months ended September 30, 2025, primarily as a result of the factors described in the above sections.
Previous wording
The following tables present selected consolidated comparative results of operations from Option Care Health’s unaudited condensed consolidated financial statements for the six months ended June 30, 2026 and 2025.
Current wording
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, 2026 and 2025.
Previous wording
The increase in net revenue was primarily driven by continued strong growth in the Company's acute portfolio of therapies, which saw high single-digit growth over the prior year, reflecting ongoing success in maintaining referral source and payer relationships and strong partnerships with hospitals and health systems. The Company’s chronic portfolio of therapies experienced a slight decline versus the prior year. This was driven by growth in both the IG/neuro and rare and orphan portfolio and offset by a decline within the CID portfolio, primarily due to patient attrition and unfavorable therapy mix.
Current wording
The increase in net revenue was primarily driven by continued strong growth in the Company's acute portfolio of therapies, which saw high single-digit growth over the prior year, reflecting ongoing success in maintaining referral source and payer relationships and strong partnerships with hospitals and health systems. The Company’s chronic portfolio was flat versus the prior year. This was driven by growth in both the IG/neuro and rare and orphan portfolio and offset by a decline within the CID portfolio, primarily due to patient attrition and unfavorable therapy mix.
Previous wording
The increase in cost of revenue was primarily attributable to higher revenue volumes and changes in therapy mix. Gross profit decreased slightly primarily due to the impact of shifts in therapy mix, including the continued headwinds in the CID portfolio, partially offset by growth in higher-margin therapies and ongoing operational initiatives.
Current wording
The increase in cost of revenue was primarily attributable to higher revenue volumes and changes in therapy mix. Gross profit increased slightly primarily due to growth in higher-margin therapies and ongoing operational initiatives, partially offset by the impact of shifts in therapy mix, including the continued headwinds in the CID portfolio.
Previous wording
Selling, general and administrative expenses during the six months ended June 30, 2026 remained relatively flat primarily due to lower performance-based compensation expense, disciplined expense management, and continued benefits from initiatives focused on improving operating efficiencies and optimizing administrative processes, partially offset by investment in internal resources, technology, and other general costs to support both ongoing business needs as well as future business growth. The Company anticipates these investments will drive revenue growth and enhance profitability and cash generation over time.
Current wording
Selling, general and administrative expenses during the nine months ended September 30, 2026 experienced a slight increase primarily due to transaction costs related to the pending Merger as well as investment in internal resources, technology, and other general costs to support both ongoing business needs as well as future business growth. This was partially offset by lower performance-based compensation expense, disciplined expense management, and continued benefits from initiatives focused on improving operating efficiencies and optimizing administrative processes.
Previous wording
The change in other, net during the six months ended June 30, 2026 was primarily attributable to an accrual for an unclaimed property audit recorded in the prior year related to an abandoned or unclaimed property voluntary disclosure agreement (“VDA”) program with no comparable accruals in the current period. This VDA is 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 June 30, 2026, the matters related to this program are ongoing.
Current wording
The change in other, net during the nine months ended September 30, 2026 was primarily 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, 2026. The change was also driven by an accrual for an unclaimed property audit recorded during the nine months ended September 30, 2025 related to an abandoned or unclaimed property voluntary disclosure agreement (“VDA”) program with no comparable accruals in the current period. This VDA is 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, 2026, the matters related to this program are ongoing.
Previous wording
Income tax expense increased $0.6 million, or 1.7%, to $35.7 million for the six months ended June 30, 2026 compared to $35.2 million for the six months ended June 30, 2025. The Company’s effective tax rates were 26.5% for both six months ended June 30, 2026 and 2025, compared to the U.S. federal statutory rate of 21.0%. The Company’s effective tax rate for the six months ended June 30, 2026 and six months ended June 30, 2025 was higher than the U.S. federal statutory rate primarily due to state income taxes and various non-deductible expenses.
Current wording
Income tax expense increased by $4.9 million to $57.2 million for the nine months ended September 30, 2026 compared to $52.3 million for the nine months ended September 30, 2025. The Company’s effective tax rate was 26.7% for the nine months ended September 30, 2026 and 26.0% for thenine months ended September 30, 2025. The Company’s effective tax rate for the nine months ended September 30, 2026 and nine months ended September 30, 2025 was higher than the U.S. federal statutory rate of 21.0% primarily due to state income taxes and various non-deductible expenses.
Previous wording
For the six months ended June 30, 2026 and 2025, 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.
Current wording
For the nine months ended September 30, 2026 and 2025, 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. The interest rate cap hedge expires on November 30, 2026.
Previous wording
Net comprehensive income increased to $97.4 million for the six months ended June 30, 2026, compared to net comprehensive income of $93.2 million for the six months ended June 30, 2025, primarily as a result of the factors described in the above sections.
Current wording
Net comprehensive income increased to $153.5 million for the nine months ended September 30, 2026, compared to net comprehensive income of $143.5 million for the nine months ended September 30, 2025, primarily as a result of the factors described in the above sections.
Previous wording
For the six months ended June 30, 2026 and the twelve months ended December 31, 2025, the Company’s primary sources of liquidity were cash and cash equivalents of $193.8 million and $232.6 million, respectively. As of June 30, 2026, the Company had $846.0 million of borrowings available under its credit facilities (net of $4.0 million undrawn letters of credit issued and outstanding). As of December 31, 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). During the six months ended June 30, 2026 and 2025, the Company’s cash flows from operations have been invested in pharmacies, infusion suites, and information technology infrastructure to support growth and create additional capacity in the future, as well as the pursuit of acquisitions and the periodic repurchases of Company shares.
Current wording
For the nine months ended September 30, 2026 and the twelve months ended December 31, 2025, the Company’s primary sources of liquidity were cash and cash equivalents of $299.1 million and $232.6 million, respectively. As of September 30, 2026, the Company had $846.0 million of borrowings available under its credit facilities (net of $4.0 million undrawn letters of credit issued and outstanding). As of December 31, 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). During the nine months ended September 30, 2026 and 2025, the Company’s cash flows from operations have been invested in pharmacies, infusion suites, and information technology infrastructure to support growth and create additional capacity in the future, as well as the pursuit of acquisitions and the periodic repurchases of Company shares.
Previous wording
The Company’s primary uses of cash and cash equivalents include supporting our ongoing business activities, internal investment in resources to support future growth, investment in capital expenditures in both facilities and technology, the pursuit of share repurchases, and the pursuit of acquisitions.
Current wording
The Company’s primary uses of cash and cash equivalents include supporting our ongoing business activities, internal investment in resources to support future growth, investment in capital expenditures in both facilities and technology, and the pursuit of acquisitions.
Previous wording
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 cash 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 repurchases of Company shares.
Current wording
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 cash 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.
Previous wording
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, expected cash flows generated from operations, and availability under our credit facility 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.
Current wording
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 as well as the closing of the Merger and the costs related to the Merger. Based on our current level of operations and planned capital expenditures, we believe that our existing cash and cash equivalents balances, expected cash flows generated from operations, and availability under our credit facility 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.
Previous wording
Interest payments over the course of long-term debt obligations total an estimated $295.5 million based on final maturity dates of the Company’s credit facilities. Interest payments are calculated based on current rates as of June 30, 2026. Actual payments are based on changes in SOFR and exclude the interest rate cap derivative instrument.
Current wording
Interest payments over the course of long-term debt obligations total an estimated $283.3 million based on final maturity dates of the Company’s credit facilities. Interest payments are calculated based on current rates as of September 30, 2026. Actual payments are based on changes in SOFR and exclude the interest rate cap derivative instrument.
Previous wording
The increase in cash provided by operating activities during the six months ended June 30, 2026 was primarily driven by a reduction in inventory levels resulting from the Company's ongoing supply chain management initiatives and working capital optimization efforts. The Company continued to focus on improving inventory purchasing practices, enhancing demand forecasting, and aligning inventory levels with patient needs, which reduced the amount of cash invested in inventory during the period.
Current wording
The increase in cash provided by operating activities during the nine months ended September 30, 2026 was primarily driven by a reduction in inventory levels resulting from the Company's ongoing supply chain management initiatives and working capital optimization efforts. The Company continued to focus on improving inventory purchasing practices, enhancing demand forecasting, and aligning inventory levels with patient needs, which reduced the amount of cash invested in inventory during the period.
Previous wording
Cash used in investing activities during the six months ended June 30, 2026 was primarily related capital expenditures. Cash used in investing activities during the six months ended June 30, 2025 was primarily attributable to the Intramed Plus acquisition with no comparable activity during the six months ended June 30, 2026.
Current wording
Cash used in investing activities during the nine months ended September 30, 2026 was primarily related to capital expenditures. Cash used in investing activities during the nine months ended September 30, 2025 was primarily attributable to the Intramed Plus acquisition with no comparable activity during the nine months ended September 30, 2026.
Previous wording
The increase in cash used in financing activities was primarily related to the Company’s $167.5 million repurchase of common stock during the six months ended June 30, 2026, compared to the Company’s $150.0 million repurchase of common stock during the six months ended June 30, 2025.
Current wording
The increase in cash used in financing activities was primarily related to the Company’s $167.5 million repurchase of common stock during the nine months ended September 30, 2026, compared to the Company’s $212.5 million repurchase of common stock, offset by proceeds from the debt refinancing, during the nine months ended September 30, 2025. See Note 10, Indebtedness, of the unaudited condensed consolidated financial statements for further information.