Option Care Health, Inc.
For the period ended May 20, 2026. Filed Apr 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 8, 2026
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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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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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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):
| ☒ | 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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Message From Our
President and
Chief Executive Officer
Dear Fellow Stockholders,
At Option Care Health, our mission – to provide extraordinary care that changes lives – is more than a statement. It is the promise that inspires us and guides every interaction with the patients and families who depend on us. In 2025, that mission came to life in powerful ways. Across more than 2.5 million infusion events, our team of 8,000 professionals, including over 5,000 clinicians, delivered compassionate, high-quality care to more than 315,000 individuals navigating complex and often challenging health journeys. Their work is remarkable, and it fuels my optimism for the future of this organization.
The impact of our teams was reflected not only in the care they provided but also in our strong operational and financial performance. We achieved 13% net revenue growth, generated $258 million of operating cash flow, and deployed more than $460 million into investments designed to strengthen our foundation and deliver returns to our stockholders. Whether through targeted acquisitions, share repurchases, or ongoing investments in our capabilities, the Board and I remain committed to allocating capital with discipline and vision – always with the goal of creating enduring value for our stockholders.
Advancing Governance That Reflects Our Values
We believe that meaningful engagement with our stockholders is essential to strong governance. Throughout 2025, members of our Board and leadership team connected with many of you to better understand your priorities and perspectives. Your input helps shape how we lead, and we remain deeply grateful for that dialogue.
In 2025, stockholders overwhelmingly approved several important enhancements to our governance structure, including granting stockholders the right to request special meetings. These changes reaffirm our commitment to transparency, accountability and alignment with best-in-class governance practices. As expectations evolve, so will we – and we will continue to listen.
Strengthening Leadership for the Future
In August, we shared that Mike Shapiro would be stepping down as Chief Financial Officer. Mike has been a trusted partner and a critical architect of Option Care Health’s transformation into a national leader in infusion therapy. His insights and partnership have left a lasting mark on this company, and we are profoundly grateful for his service.
We also welcomed Meenal Sethna as our new Chief Financial Officer. Meenal brings outstanding experience at a number of large organizations and a deep commitment to operational excellence. She has already made a meaningful impact, and I am confident she will help guide the next chapter of our growth.
Finally, we recognize the contributions of two long-serving directors, Elizabeth Q. Betten and David W. Golding, who will not be on our Board after the Annual Meeting. Elizabeth played an essential role in our 2015 spin-off from Walgreens
2026 Proxy Statement
and has consistently contributed strategic insight and leadership, including as Chair of the Quality, Technology and Compliance Committee. Dave brought a powerful clinical and industry voice to our Board, ensuring that our commitment to patients and clinical excellence remained front and center. We are grateful for their dedication and wish them the very best.
As we look ahead, I am energized by the opportunities in front of us. We are operating from a position of strength – with a talented team and an unwavering mission. Most importantly, we have the privilege of making a real difference in the lives of those we serve every day. That purpose drives us, and it will continue to inspire our path forward.
Thank you for your trust, your partnership, and your continued support of Option Care Health.
Sincerely,
John C. Rademacher
Director, President and Chief Executive Officer
2026 Proxy Statement
Notice of 2026 Annual
Meeting of Stockholders
Items of Business
To elect the nine (9) director nominees named in this proxy statement for a term expiring at our 2027 Annual Meeting of Stockholders.
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.
To approve, on an advisory basis, our named executive officer compensation.
To consider any other business as may properly come before the meeting and any postponements or adjournments thereof.
Your vote is important.
Regardless of whether you plan to attend the annual 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 8, 2026
Important Notice Regarding the Availability of Proxy Materials for the
2026 Annual Meeting of Stockholders to be Held on May 20, 2026
The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge atproxyvote.com orinvestors.optioncarehealth.com.
| Time: 2:00 p.m. CDT | |
| Who Can Vote: Stockholders of record at the close of business on March 24, 2026 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.