Option Care Health Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

OPTION CARE HEALTH, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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

Message From Our

Chief Executive Officer

Dear Fellow Stockholders,

In 2023, Option Care Health continued to set a high standard in providing patient care in the home and alternate site infusion industry. Our team of more than 7,500 dedicated members, including approximately 4,500 clinicians, served more than 270,000 unique patients and their families across a wide spectrum of conditions and therapies. I believe our ability to meet our patients in the site of care where they are most comfortable helps deliver greater value not just to those patients but to all of our stakeholders, including prescribers, payors, biopharmaceutical companies, and, of course, our stockholders.

2023 Highlights

While supporting our patients and their families, we stayed at the forefront of our industry and advanced our strategic priorities and initiatives. Our accomplishments in 2023 included:

We also invested heavily in our people, as we understand the importance of recruiting, retaining, and managing the human capital of our business and growing our team members’ leadership skills and expertise. Thanks in part to this focus, we are thrilled to have earned the designations of a Gallup® Exceptional Workplace and a Military Friendly® Employer.

Thanks to the tremendous efforts of our team members, 2023 ended with strong financial performance. During 2023, we increased net revenue by more than 9% and Adjusted EBITDA 1 by 24%, as well as our cash flow from operations by almost 39%. During the year, we also deployed $250 million towards share repurchases while continuing to strengthen our balance sheet, ending the year with over $344 million of cash and reducing our net debt leverage ratio 2 to 1.8x. As a fellow stockholder, you have my commitment that we will continue to allocate capital in a manner we believe is best for all stockholders, whether that be through mergers and acquisitions, continued share repurchases, or other means. We remain focused on generating favorable returns to our stockholders on a long-term, sustainable basis.

Governance Enhancements

Since our merger with BioScrip in 2019, we have continued to enhance our corporate governance practices. In 2023, we continued this journey by adopting a director resignation policy for uncontested elections in our Corporate Governance Guidelines and a “proxy access” by-law, which enables certain long-term stockholders to nominate candidates for election to our board of directors in our proxy materials.

We believe these changes continue the maturation of our governance framework and bring us closer in line with the governance practices of many best-in-class companies. I am especially pleased that the changes were made with the benefit of stockholder feedback, which was obtained through our stockholder engagement efforts. I assure you that your voices were, and will continue to be, heard.

Board Refreshment

After nearly five years of service, Nitin Sahney left our board in January 2024. We thank him for his service on our board and are grateful to have benefited from his expertise and commitment to Option Care Health. Also, at the beginning of 2024, we added two new directors to our board. Barbara W. Bodem, the former Chief Financial Officer of Hill-Rom, has led large finance and information technology organizations, overseen transformative mergers and acquisitions and other corporate development transactions, and served on numerous boards of directors. Norman L. Wright, the former Chief Customer Experience Officer at UnitedHealth Group, has led global teams of tens of thousands of employees and brings a deep understanding of the health care industry, human capital management issues, and tactics to improve quality and service delivery. Barbara and Norman are already making an impact on our board, and I am pleased to have them on the team.

Additionally, for our upcoming annual stockholders’ meeting, we have nominated Eric K. Brandt to our board. Eric is the former Chief Financial Officer at Broadcom, and brings extensive public company governance experience, a track record of leading finance and information technology organizations, and corporate strategy and dealmaking expertise.

Barbara, Norman, and Eric represent the product of extensive efforts by our board of directors to consider the skillsets, attributes and characteristics of what we need to continue to operate as an effective board as well as drive the future strategy and risk oversight of this organization. They also represent a continued commitment to refresh our board as circumstances arise. Together with Elizabeth D. Bierbower and Natasha Deckmann, M.D., five of our twelve director nominees are, or will be, new to our board in the last two years.

I remain proud of the strength of our position and am excited about the opportunities that are ahead of us. We are in such a privileged position to execute on our strategic priorities and ultimately help change lives for the better and make an even greater impact. Thank you for your continued support of Option Care Health.

Best regards,

John C. Rademacher

Director, President and Chief Executive Officer

Notice of 2024 Annual

Meeting of Stockholders

Items of Business

Election of Twelve (12) Directors

Ratification of Appointment of Independent Registered Public Accounting Firm

Advisory Vote to Approve Executive Compensation

Approval of Amended and Restated 2018 Equity Incentive Plan

And other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

Your vote is important.

Regardless of whether you plan to attend the meeting, please vote at your earliest convenience by following the instructions provided in the Notice of Internet Availability of Proxy Materials or on the proxy card sent to you by mail. For additional details, please refer to the “General Information About the Annual Meeting” section in the accompanying proxy statement.

Sincerely,

Collin G. Smyser

General Counsel and Corporate Secretary

Bannockburn, Illinois

April 3, 2024

Important Notice Regarding the Internet Availability of Proxy Materials for the

2024 Annual Meeting of Stockholders to be Held on May 15, 2024

The Notice of 2024 Annual Stockholders Meeting, Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are available free of charge atproxyvote.com orinvestors.optioncarehealth.com.

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