Oncology Institute, Inc.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Report:
(1)Financial Statements: All financial statement schedules are filed as part of this report under Item 8 - Financial Statements and Supplementary Data. See Index to Consolidated Financial Statements on Page 64 of this Annual Report.
(2)Financial Statement Schedules: No financial statement schedules are included in this Annual Report as such schedules are not required or the information that would be included in such schedules is not material or is otherwise furnished.
(3)Exhibits: See Index to Exhibits below.
| Incorporated by Reference · Filed or Furnished Herewith | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date |
| 2.1 | Agreement and Plan of Merger, dated as of June 28, 2021, by and among DFP Healthcare Acquisitions Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC and TOI Parent, Inc. | S-4/A | 333-258152 | 2.1 | October 20, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of The Oncology Institute, Inc. | 8-K | 001-39248 | 3.1 | November 18, 2021 |
| 3.2 | Amended and Restated Bylaws of The Oncology Institute, Inc. | 8-K | 001-39248 | 3.2 | November 18, 2021 |
| 3.3 | Certificate of Designation of Series A Common Stock Equivalent Convertible Preferred Stock | 8-K/A | 001-39248 | 3.3 | November 22, 2021 |
| 3.4 | Certificate of Correction to Certificate of Designation of Preferences, Rights and Limitations of Series A Common Stock Equivalent Convertible Preferred Stock | 8-K | 001-39248 | 3.1 | March 25, 2025 |
| 3.5 | Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Common Stock Equivalent Convertible Preferred Stock | 8-K | 001-39248 | 3.2 | March 25, 2025 |
| 4.1 | Warrant Agreement, dated March 10, 2020, by and between DFP and Continental Stock Transfer & Trust Company, as warrant agent | 8-K | 001-39248 | 4.1 | March 13, 2020 |
| 4.2 | Specimen Preferred Stock Certificate of The Oncology Institute, Inc. | 8-K/A | 001-39248 | 4.2 | November 22, 2021 |
| 4.3 | Form of Secured Convertible Note | 8-K | 001-39248 | 4.1 | August 10, 2022 |
| 4.4 | Form of Warrant | 8-K | 001-39248 | 4.2 | August 10, 2022 |
| 4.5 | Form of Pre-Funded Warrant | 8-K | 001-39248 | 4.1 | March 25, 2025 |
| 4.6 | Form of Common Warrant | 8-K | 001-39248 | 4.2 | March 25, 2025 |
| 4.7 | Form of Deerfield Common Warrant | 8-K | 001-39248 | 4.3 | March 25, 2025 |
| 4.8 | Description of Registered Securities of The Oncology Institute, Inc. | 10-K | 001-39248 | 4.5 | March 28, 2024 |
| 10.1 | Form of Subscription Agreement by and between DFP Healthcare Acquisitions Corp. and the subscribers party thereto | S-4/A | 333-258152 | 10.1 | October 1, 2021 |
| 10.2 | Form of Deerfield Subscription Agreement by and between DFP Healthcare Acquisitions Corp. and the subscribers party thereto | S-4/A | 333-258152 | 10.2 | October 1, 2021 |
| Incorporated by Reference · Filed or Furnished Herewith | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date |
| 10.3 | Amended and Restated Registration Rights agreement by and among DFP Healthcare Acquisitions Corp., DFP Sponsor LLC and certain other parties thereto | 8-K/A | 001-39248 | 10.1 | November 22, 2021 |
| 10.4* | The Oncology Institute, Inc. 2021 Incentive Award Plan | 8-K/A | 001-39248 | 10.2 | November 22, 2021 |
| 10.5* | The Oncology Institute, Inc. Employee Stock Purchase Plan | 8-K/A | 001-39248 | 10.3 | November 22, 2021 |
| 10.6 | Form of Indemnification Agreement | 8-K/A | 001-39248 | 10.5 | November 22, 2021 |
| 10.7 | Amended and Restated Management Services Agreement, dated January 12, 2021, by and between TOI Management, LLC and The Oncology Institute CA, as amended | 8-K/A | 001-39248 | 10.6 | November 22, 2021 |
| 10.8* | TOI Parent, Inc. 2019 Non-Qualified Stock Option Plan | 8-K/A | 001-39248 | 10.7 | November 22, 2021 |
| 10.9* | Transition Agreement, dated June 11, 2023, by and between Brad Hively, TOI Management, LLC and The Oncology Institute, Inc. | 8-K/A | 001-39248 | 10.1 | June 14, 2023 |
| 10.10* | Form of Restricted Stock Unit Agreement | 8-K | 001-39248 | 10.1 | March 7, 2022 |
| 10.11* | Form of Option Agreement | 8-K | 001-39248 | 10.2 | March 7, 2022 |
| 10.12 | Facility Agreement, dated as of August 9, 2022, by and among the Company and Deerfield Partners L.P. | 8-K | 001-39248 | 10.1 | August 10, 2022 |
| 10.13 | Registration Rights Agreement, dated as of August 9, 2022, by and among The Oncology Institute, Inc. and Deerfield Partners L.P. | 8-K | 001-39248 | 10.2 | August 10, 2022 |
| 10.14 | Registration Rights Consent, Amendment, and Waiver, dated as of August 9, 2022, by and among Deerfield Private Design Fund IV, L.P., Deerfield Partners, L.P., M33 Growth I L.P., TOI M, LLC, and Oncology Care Partners, LLC | 8-K | 001-39248 | 10.3 | August 10, 2022 |
| 10.15 | Form of Registration Rights Agreement | 8-K | 001-39248 | 10.3 | March 25, 2025 |
| 10.16 | Registration Rights Agreement, dated March 26, 2025, by and among the Company and the Investors signatory thereto | 8-K | 001-39248 | 10.1 | March 27, 2025 |
| 10.17* | Employment Agreement, dated February 18, 2020, between TOI Management, LLC and Daniel Virnich | 8-K/A | 001-39248 | 10.3 | June 14, 2023 |
| 10.18* | Amendment No. 1 to Employment Agreement dated February 18, 2020 between TOI Management LLC and Daniel Virnich dated May 4, 2023 | 10-Q | 001-39248 | 10.1 | May 10, 2023 |
| 10.19* | Employment agreement, effective as of September 30, 2024, by and between the Company and Robert Carter | 10-Q | 001-39248 | 10.1 | November 13, 2024 |
| 10.20* | Employment Agreement, effective as of May 12, 2025, between TOI Management, LLC and Jeff Langsam | 10-Q | 001-39248 | 10.3 | August 13, 2025 |
| 10.21* | Employment Agreement, effective as of July 7, 2025, between TOI Management, LLC and Kristin England | 10-Q | 001-39248 | 10.3 | November 13, 2025 |
| 19.1 | Insider Trading Compliance Policy | 10-K | 001-39248 | 10.19 | March 26, 2025 |
| 21.1 | Subsidiaries of the Registrant | S-1 | 333-261740 | 21.1 | December 17, 2021 |
| Incorporated by Reference · Filed or Furnished Herewith | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date |
| 23.1 · Consent of BDO USA, P.C., Independent Registered Public Accounting Firm. · X | |||||
| 31.1 · Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of the Principal Executive Officer. · X | |||||
| 31.2 · Certification Pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934 of the Principal Financial Officer. · X | |||||
| 32.1† · Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer. · X | |||||
| 32.2† · Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer · X | |||||
| 97.1 | The Oncology Institute, Inc. Policy for Recovery of Erroneously Awarded Compensation | 10-K | 001-39248 | 97.1 | March 26, 2025 |
| 101 | Interactive Data File — the following financial statements from The Oncology Institute's Annual Report on Form 10-K formatted in inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders’ Equity), (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. | ||||
| 101.INS | XBRL Instance Document | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 104 | Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101) | ||||
- Management contract or compensatory plan or arrangement
†Furnished herewith. The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of The Oncology Institute, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
–Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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