Skip to main content

InfuSystem Holdings, Inc

For the period ended Apr 10, 2026. Filed Apr 10, 2026.

View on SEC.gov

About this filing

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.

Apr 10, 2026 · Filed Apr 10, 2026

INFU$13.69+1.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

(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 the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
☐Fee paid previously with preliminary materials.
☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount previously paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing party:
(4)Date Filed:

April 10, 2026

Dear Fellow Shareholders:

I am honored to write to you for the first time as Chief Executive Officer of InfuSystem. Having served this company for over fifteen years, I have a deep appreciation for what our team has built and tremendous excitement for what lies ahead. I want to thank Rich DiIorio for his leadership in growing InfuSystem into the company it is today, and I want to assure you that the strategic priorities we have established, to execute with discipline, deliver profitable growth, and drive long-term value creation for our shareholders, are firmly embedded in everything we do.

InfuSystem today is a scaled, cash-generative healthcare services platform with a growing presence beyond oncology, a diversified and recurring revenue base, and a clear path to sustained margin performance. At its core, we operate at the intersection of healthcare providers, patients, and payors, delivering and managing complex medical devices and therapies outside the hospital, supporting patients clinically, and handling reimbursement and billing. This model enables providers to extend care into the home, improves patient experience, and lowers total cost for payors. As we enter our next phase of growth, we believe our business is increasingly differentiated, more profitable, and well positioned to deliver long-term shareholder value.

Fiscal 2025 was a milestone year for InfuSystem. We delivered our seventh consecutive year of record revenue at $143.4 million, an increase of 6% over the prior year. The quality and profitability of our revenue improved substantially as net income increased 183% to $6.6 million, Adjusted EBITDA¹ grew 24% to a record $31.5 million, and our Adjusted EBITDA margin expanded by more than 300 basis points to 21.9%. Importantly, 2025 reflects a clear inflection point in our margin profile. Over the past several years, we made targeted investments in infrastructure, technology, and new therapy expansion. As these investments mature, we are now seeing the benefits in the form of operating leverage, additional revenue growth pathways and higher return on invested capital.

Our capital efficiency improved dramatically. Record operating cash flow of $24.4 million represented a 19% increase over the prior year, while capital expenditures declined by more than 50%, reflecting a shift toward less capital-intensive revenue sources such as wound care. We reduced net debt by 30% year-over-year to $16.4 million, bringing our leverage ratio to a modest 0.52 times Adjusted EBITDA 1. At the same time, we returned $9.9 million to shareholders through our share repurchase program, retiring 1.3 million shares during the year, and our available liquidity grew to $58.2 million. This balance sheet strength provides significant strategic flexibility as we pursue our growth objectives while maintaining a disciplined capital allocation strategy that balances reinvestment in the business with returning capital to shareholders.

Throughout 2025, we made significant advances executing against our strategy to expand beyond our oncology foundation and drive growth across multiple therapy areas. Our Wound Care business delivered exceptional growth, increasing over 160% in the fourth quarter, driven by our negative pressure wound therapy partnership with Smith+Nephew, as well as the successful launch of Pneumatic Compression Devices in the third quarter. We completed the acquisition of Apollo Medical Supply during the second quarter, gaining an advanced revenue cycle management platform that has

1 Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix B.

3851 West Hamlin Road, Rochester Hills, MI 48309

TOLL FREE 800.962‐9656 FAX 913.455.4338 www.infusystem.com already been deployed across our wound care business and is reducing claims processing costs while expanding our volume capacity. Our Oncology business, which remains the largest service within Patient Services, also delivered record revenue for the year. These initiatives reflect our broader strategy of leveraging our existing infrastructure and payor network to scale new therapies with minimal incremental capital.

We made important investments in our operational infrastructure during 2025. Our enterprise technology upgrade project, representing an investment of approximately $3.3 million over the project period to date, is expected to be completed during the first quarter of 2026. Upon completion, implementation costs will ramp down, and we will begin capturing the productivity improvements the new system enables across multiple departments. We also obtained new accreditations for additional home healthcare durable medical equipment products that we plan to add to our Patient Services portfolio, and we are actively working with manufacturers on these new product categories with the goal of replicating the speed and success of our recent PCD launch.

As we enter 2026, we made the necessary and disciplined decision to restructure our largest biomedical services contract, reducing our annual revenue for the coming year by $7.1 million. This decision reflects our commitment to prioritizing profitable growth and revenue quality over absolute revenue levels. We expect this restructuring to have an immediate favorable impact on our earnings and cash flows, as the associated cost reductions will more than offset the revenue decrease. After adjusting for this change, we are forecasting pro-forma revenue growth of 6% to 8% for 2026, with Adjusted EBITDA 1 margins continuing in the mid to low 20% range.

InfuSystem’s competitive position has never been stronger. With nearly 840 health insurance networks under contract covering over 96% of the U.S. population, a fleet of over 100,000 devices, and relationships with 18 of U.S. News and World Report's top 20 U.S. hospital systems, we have built a scaled platform that is extremely difficult to replicate. Supported by nearly four decades of experience managing complex therapies outside the hospital, this infrastructure provides a strong foundation to expand into new therapy areas and care settings with minimal incremental capital.

I am immensely proud of what our team accomplished in 2025 and deeply grateful to our employees whose dedication and expertise are the foundation of everything we do. I also want to thank our patients, healthcare provider partners, and shareholders for the trust they place in InfuSystem. We are committed to building on this momentum and delivering sustained long-term value for our shareholders as we continue to scale our platform, expand margins, and grow across new therapy areas.

On Behalf of the Board of Directors and Management,

Carrie A. Lachance

Chief Executive Officer

1 Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix B.

3851 West Hamlin Road, Rochester Hills, MI 48309

TOLL FREE 800.962‐9656 FAX 913.455.4338 www.infusystem.com

3851 W. Hamlin Road

Rochester Hills, MI 48309

Notice of Annual Meeting of

Stockholders To Be Held on May 11,

Virtual Annual Meeting of Stockholders - Online Meeting Only - No Physical Meeting Location

April 10, 2026

To the Stockholders of InfuSystem Holdings, Inc.:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), will be held virtually at 1:00 pm, Eastern Time, May 11, 2026. You can attend the Annual Meeting online, vote your shares, and submit questions during the meeting by visiting meetnow.global/MCC9PVY.

At the Annual Meeting, stockholders will be asked to vote on the following:

1)to elect seven individuals to the Company’s Board of Directors to serve until the Company’s 2027 Annual Meeting of Stockholders (and until their successors are duly elected and qualified);

2)to approve, by advisory vote, the compensation of our named executive officers;

3)to approve an amendment increasing the number of shares reserved under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan;

4)to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

5)to consider and act on such matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

This Notice of Annual Meeting, the proxy statement for the Annual Meeting, and our 2025 Annual Report are first being mailed to our stockholders on or about April 10, 2026.

Your vote is extremely important. Even if you plan to attend the Annual Meeting online, we request that you vote your shares by completing, signing and dating the enclosed proxy card, and returning it in the enclosed postage-paid envelope or by voting via the Internet or by telephone following the instructions provided on the enclosed proxy card. Only the latest validly executed proxy that you submit will be counted and any proxy may be revoked at any time prior to the applicable deadline as described in the accompanying proxy statement.

Only stockholders of record at the close of business on March 20, 2026 will be entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof. If you are the beneficial owner of shares of our common stock held in "street name," you will receive voting instructions from your broker, bank or other nominee (the stockholder of record), which will provide you with details as to how to vote those shares if you wish to do so. You must follow the instructions provided by your broker, bank or other nominee in order for your shares to be voted, and your broker is required to vote your shares in accordance with your instructions. A list of our stockholders of record will be made available electronically during the meeting atmeetnow.global/MCC9PVY.

BY ORDER OF THE BOARD OF DIRECTORS:

Barry Steele

Corporate Secretary

InfuSystem Holdings, Inc.

You may vote your shares in advance via the Internet or by telephone or by completing, signing, dating and mailing your proxy card. The proxy may be revoked at any time before your shares are voted at the meeting by submitting written notice of revocation to the Secretary of the Company or by submitting another timely proxy before the applicable deadlines. If you attend the meeting online, you may choose to vote your shares atmeetnow.global/MCC9PVY and any previously submitted proxy will not be used. If you hold shares through a broker, bank or other nominee, please check the voting instructions used by that broker, bank or nominee.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2026: THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND 2025 ANNUAL REPORT ARE AVAILABLE AT https://www.edocumentview.com/INFU.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.