AdaptHealth Corp.

Current report

The pending sale of our Diabetes Health business may not be completed on the anticipated timeline, or at all.

Current report

On July 19, 2026, we announced that we entered into an agreement to sell substantially all of the assets related to our Diabetes Health business (the “Divestiture”). We expect the closing of the Divestiture to occur in the first quarter of 2027, although there can be no assurances as to the timing of the closing or that the Divestiture will be completed at all. The completion of the Sale is subject to regulatory review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner, or at all. Any failure to complete the Divestiture could result in, among things, failure to achieve the full strategic and financial anticipated benefits of the Divestiture and an adverse impact to the market price of our common stock to the extent that the current market price reflects an assumption that the Divestiture will be completed. In addition, we have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to advisory fees related to the sale.

Current report

If the pending sale of our Diabetes Health business is completed, we may not achieve the anticipated benefits of the transaction, and the completion of the Divestiture may expose us to new risks.

Current report

Even if the Divestiture is completed, we may be unable to achieve the full strategic and financial anticipated benefits of the Divestiture, including the expected use of net proceeds to pay down debt and the deployment of capital toward higher growth and higher margin businesses in our core businesses. We may not achieve these or other anticipated benefits for a variety of reasons, including among other things, the possibility that we receive less net proceeds than we expect, that we may not benefit as expected from the increased focus on our core businesses, and costs and expenses that may be incurred in connection with the sale process. Failure to achieve some or all of the anticipated benefits of the Divestiture, or the delay of achievement of such benefits, could adversely affect our business, financial condition, or results of operations.

Current report

In addition, following the expected closing of the Divestiture, and subject to the limitations set forth in the transaction agreement, we agreed to indemnify the buyer for, among other things, breaches of representations, warranties, covenants and agreements and excluded assets and excluded liabilities, and a portion of the purchase price will be escrowed at closing to secure such indemnification obligations. We also expect to have continuing obligations pursuant to the transition services agreement to be entered into between the Company and the buyer at closing. These ongoing commitments may reduce our ability to fully realize cost savings and efficiency initiatives that we would otherwise be able to implement following the closing of the Divestiture.

Previous report

Centers for Medicare & Medicaid Services (“CMS”) actions to impose temporary enrollment moratoria and heightened screening for certain DMEPOS supplier types could limit our ability to expand, pursue acquisitions, or maintain expected operational flexibility and could increase our compliance costs.

Previous report

In February 2026, CMS announced the imposition of a 6-month nationwide temporary moratorium on the Medicare enrollment of certain DMEPOS “medical supply company” supplier types, with the stated objective of combating fraud, waste, and abuse. The moratorium generally applies to new enrollments and new practice locations for the specified supplier types, may be extended in additional six-month increments, and CMS indicated it will closely scrutinize enrollment applications during the moratorium period, including through site visits and other verification activities. Although the moratorium is generally directed at newly enrolling suppliers, it could adversely affect our business to the extent we seek to (i) open new locations or otherwise undertake expansion initiatives that require new supplier enrollments or specialty classifications, (ii) acquire, consolidate, or integrate DME operations in a manner that triggers a new enrollment requirement, or (iii) acquire supplier entities that are required to re-enroll as a result of ownership changes. In particular, CMS highlighted that certain non-exempt changes in majority ownership within a defined period may require termination of existing billing privileges and re-enrollment as a new supplier, and CMS stated that the moratorium would prohibit re-enrollment in such circumstances for covered supplier types. More broadly, the announcement reflects an enhanced program integrity posture toward portions of the DMEPOS supplier sector, and similar CMS actions in the future, including extensions, expansions to additional supplier categories, or other enrollment and screening initiatives, could increase administrative burden, delay growth initiatives, heighten audit and investigation risk, and result in enrollment denials or other adverse actions. Any of these developments could materially adversely impact the Company’s ability to open new locations and consummate new acquisitions, and therefore materially adversely impact the Company's revenue, financial condition, results of operations, and cash flows.