ACCENDRA HEALTH INC/VA/

DEF 14A 1 tm2627523-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under §240.14a-12

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(Name of Registrant as Specified in its Charter)

Not applicable.

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(Name of Person(s) Filing Proxy Statement, If other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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4435 Waterfront Drive

Suite 300

October 29, 2026

Dear Accendra Health Shareholders:

You are cordially invited to attend a Special Meeting of Shareholders (the “Special Meeting”) of Accendra Health, Inc., a Virginia corporation (“Accendra Health,” the “Company,” “we,” “us” or “our”), which will be held in a virtual meeting format only, via the Internet on December 1, 2026 at 9:00 a.m. Eastern Time at https://meetnow.global/MASMWVG, to consider and vote upon the following proposals:

An amendment to the Company’s Amended and Restated Articles of Incorporation to effect, at the discretion of the Board of Directors (the “Board”), (a) a reverse stock split of the Company’s common stock, $2.00 par value per share (the “Common Stock”), at a ratio in the range of 1-for-20 to 1-for-30, with such ratio to be determined at the discretion of the Board; and (b) a reduction in the number of authorized shares of our Common Stock by a corresponding ratio (the “Reverse Split Proposal”).

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The adjournment of the Special Meeting, if necessary or appropriate, to permit further solicitation of additional proxies if there are insufficient votes to approve the Reverse Split Proposal (the “Adjournment Proposal”).

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The Board unanimously recommends that shareholders vote “FOR” the Reverse Split Proposal and “FOR” the Adjournment Proposal.

The Board has fixed the close of business on October 27, 2026 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Accordingly, only shareholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Special Meeting or any postponement or adjournment thereof.

Please review in detail the attached notice and proxy statement, which are first being mailed to our shareholders on or about October 29, 2026. Your vote is very important to us regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting virtually, we urge you to vote as soon as possible by authorizing a proxy as described in the enclosed materials to ensure that your shares are represented at the Special Meeting. You may vote via the Internet, by telephone or by mail by following the instructions on the proxy card or voting instruction form sent to you. We encourage you to vote via the Internet. If you attend the Special Meeting and wish to change your proxy vote, you may do so by voting virtually at the Special Meeting.

Warm regards,

Mark A. Beck

Chair of the Board of Directors

WHETHER OR NOT YOU PRESENTLY PLAN TO ATTEND THE MEETING,

THE BOARD OF DIRECTORS URGES YOU TO VOTE.

Notice of Special Meeting of Shareholders

Attending the Meeting: You will be able to attend the virtual Special Meeting online, listen to the meeting live, submit questions, and vote your shares electronically during the meeting. To be admitted to the Special Meeting at https://meetnow.global/MASMWVG, you must enter the control number found on your voting instruction form or proxy card. We encourage you to access the meeting in advance of the designated start time.

This notice, the proxy statement, and the proxy card are being made available or mailed to shareholders on or about October 29, 2026.

By Order of the Board of Directors of Accendra Health, Inc.,

Heath H. Galloway

Executive Vice President, General Counsel & Corporate Secretary

October 29, 2026

4435 Waterfront Drive

Suite 300

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PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS ON December 1, 2026

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This proxy statement and the accompanying Notice of Special Meeting of Shareholders and proxy card are being furnished to the shareholders of Accendra Health, Inc., a Virginia corporation (“Accendra Health,” the “Company,” “we,” “us” or “our”), in connection with the solicitation by the Board of Directors of the Company (the “Board”) of proxies for use at the Special Meeting of Shareholders (the “Special Meeting”) to be held in a virtual meeting format only, via the Internet on December 1, 2026 at 9:00 a.m. Eastern Time at https://meetnow.global/MASMWVG, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.

We have opted to provide our materials pursuant to the “full set delivery option” in connection with the Special Meeting. Under the full set delivery option, a company delivers paper copies of all proxy materials to each shareholder. The approximate date on which the proxy materials will first be mailed to our shareholders is on or about October 29, 2026. In addition to delivering proxy materials to shareholders, we must also post all proxy materials on a publicly accessible website and provide information to shareholders about how to access that website. Accordingly, you should have received our proxy materials by mail. These proxy materials are also available free of charge at www.envisionreports.com/ACH.

As indicated in the Notice of Special Meeting of Shareholders, the Special Meeting has been called to approve (i) an amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to effect, at the discretion of the Board, (a) a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, $2.00 par value per share (the “Common Stock”), at a ratio in the range of 1-for-20 to 1-for-30, with such ratio (the “Final Ratio”) to be determined at the discretion of the Board; and (b) a reduction in the number of authorized shares of our Common Stock by a corresponding ratio (the “Reverse Split Proposal”); and (ii) the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Reverse Split Proposal (the “Adjournment Proposal”). Please see the “Questions and Answers About These Proxy Materials and Voting” below for more details.

The address of the principal executive offices of the Company is 4435 Waterfront Drive, Suite 300, Glen Allen, Virginia 23060.