Option Care Health, Inc.

This Form 10-Q should be read in conjunction with the risk factors included in our Form 10-K. Except as set forth below, 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 results of operations.

Uncertainties associated with the Merger could adversely affect our business, financial condition and results of operations, and the trading price of our common stock.

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. Completion of the Merger is subject to various customary closing conditions and regulatory approvals, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of the Company’s common stock entitled to vote at a special meeting of the Company’s stockholders; (ii) the expiration or termination of the applicable waiting period under the HSR Act; (iii) the expiration or termination of applicable waiting periods under specified healthcare regulatory filings and the receipt and continued effectiveness of consents, authorizations and approvals, including certain state healthcare regulatory approvals; and (iv) the absence of any law, injunction or order prohibiting, enjoining or otherwise making illegal the consummation of the Merger. The parties to the Merger Agreement may not receive the necessary approvals for the transaction or may not receive them within the expected timeframe. The failure to satisfy these and other closing conditions could jeopardize, delay or prevent the consummation of the Merger.

The pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption to our ongoing operations and create uncertainties, any of which could have an adverse effect on our business, results of operations, financial condition and the trading price of our common stock, regardless of whether the Merger is completed. These risks include, but are not limited to:

• risks related to the diversion of management’s attention from ongoing business operations due to the pending Merger;

• changes or loss in our relationships with our employees, patients, referral sources, payors, customers, suppliers, distributors and other business partners;

• being subject to certain restrictions on the conduct of our business unless approved by Parent in writing (which approval may not be unreasonably withheld, conditioned or delayed);

• possibly foregoing certain business opportunities that we might otherwise pursue absent the Merger; and

• difficulties attracting and retaining key employees.

• the per-share price is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or results of operations, or in the event of any change in the market price of, analyst estimates of, or projections relating to our common stock;

• the fact that the exchange of common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes; and

• the fact that, if the Merger is completed, our stockholders will not participate in any future growth potential or benefit from any future increase in our value.

Failure to complete the Merger could adversely affect our business and the price of our shares of common stock.

The closing of the Merger may not occur on the expected timeline or at all. The Merger Agreement contains certain customary termination rights for us and Parent, including, among others: (i) if the Merger is not consummated on or before October 5, 2027; (ii) if the requisite stockholder approval is not obtained at a meeting of Company stockholders (or any adjournment or postponement thereof) at which a vote is taken on the Merger; (iii) if the other party breaches its representations, warranties, covenants or other agreements in the Merger Agreement in a manner that would cause the conditions to the closing of the Merger to not be satisfied and fails to cure such breach within the applicable cure period; (iv) if any law, order or judgment permanently prohibiting the Merger has become final and non-appealable; or (v) by mutual written agreement of Parent and the Company. If the Merger Agreement is terminated and the Merger is not consummated, the price of our common stock may decline, we may experience negative reactions from the financial markets, including adverse stock price impacts, or from our vendors, customers and other business partners, and you may not recover your investment or receive a price for your shares of common stock similar to what has been offered as a result of the Merger.

If the Merger Agreement is terminated under certain circumstances set forth in the Merger Agreement, including as a result of the Company’s entry into a definitive agreement related to an alternative business combination transaction providing for a Superior Proposal (as defined in the Merger Agreement), the Company will be required to pay Parent a termination fee of approximately $145.96 million. If the Company is required to pay the termination fee, such fee, together with costs incurred to negotiate the Merger Agreement and pursue the Merger, could have a material adverse effect on the Company’s liquidity, financial condition and results of operations.

In addition, if Parent fails to fund the equity financing or close on the debt financing contemplated by the Merger Agreement and thereby fails to have sufficient funds to consummate the Merger, we may be forced to pursue costly litigation to obtain payment of the termination fee that Parent would be required to pay us in that circumstance or pursue specific performance of the Merger Agreement to compel Parent to close, and we may be unable to obtain adequate relief.

Under the Merger Agreement, we are generally prohibited from, among other things, soliciting, initiating or knowingly encouraging alternative acquisition proposals, providing non-public information to, or engaging in discussions or negotiations with, third parties regarding alternative acquisition proposals, and entering into any alternative acquisition agreement, except in limited circumstances to comply with our fiduciary duties. As described above, we may also be required to pay a termination fee if the Merger Agreement is terminated in specified circumstances, including if we terminate the Merger Agreement to pursue an alternative transaction to the Merger. These provisions could discourage a third party that may otherwise have an interest in acquiring all or a significant part of our business from considering or proposing an acquisition, even if such third party were prepared to pay consideration with a higher value than that provided for in the Merger Agreement.

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business until the earlier of the consummation of the Merger and the termination of the Merger Agreement. We have agreed to use commercially reasonable efforts to conduct our business in all material respects in the ordinary course of business and to preserve intact in all material respects our business and operations and our relationships with governmental authorities, customers, suppliers, payors, employees and other significant commercial relationships. In addition, subject to certain exceptions, unless approved by Parent in writing (which approval may not be unreasonably withheld, conditioned or delayed), we have agreed to refrain from, among other things: incurring certain debt; entering into, amending, modifying or terminating certain material contracts; selling or transferring rights in material real property; establishing, adopting, entering into or modifying Company employee benefit plans that would materially increase our costs; increasing the compensation or benefits of certain current or former directors, officers, employees and other individual service providers; paying dividends or other distributions; making certain acquisitions; repurchasing shares of our capital stock; settling certain legal proceedings; materially changing our methods, principles or practices of financial accounting; and incurring capital expenditures above specified amounts. Because of these restrictions, we may be prevented from undertaking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

Putative stockholder complaints, including stockholder class action complaints and other demands that may be made against us or complaints that may be filed against us, the Company’s Board of Directors, parties involved in the Merger and others in connection with the transactions contemplated by the Merger Agreement, may delay or prevent the consummation of the Merger. The outcome of any such demands and complaints or any litigation is uncertain, and we may not be successful in

defending against these claims. Whether or not any claims are successful, these types of demands and litigation could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, financial condition and results of operations. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may exacerbate the other risks described herein and adversely affect our business, financial condition and results of operations.