UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-38399
AdaptHealth Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 82-3677704 | ||||
| (State of Other Jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
555 East North Lane, Suite 5075 Conshohocken, PA | 19428 | ||||
| (Address of principal executive offices) | (Zip code) | ||||
Registrant’s telephone number, including area code: (610) 424-4515
Securities registered pursuant to Section 12(b) of the Act:
| Name Of Each Exchange | ||||||||||||||
| Title of Each Class | Trading Symbol(s) | On Which Registered | ||||||||||||
| Common Stock, par value $0.0001 per share | AHCO | The Nasdaq Stock Market LLC | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | ||||||||||||||||||||||||||||||||
Emerging growth company o | |||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of June 28, 2024, the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of the shares of Common Stock, par value $0.0001 per share, held by non-affiliates of the Registrant, computed based on the closing sale price of $10.00 per share on June 28, 2024, as reported by The Nasdaq Stock Market LLC, was approximately $1.07 billion. Shares of Common Stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates. As of February 21, 2025, there were 134,867,011 shares of the Registrant’s Common Stock outstanding.
Documents Incorporated by Reference
Portions of the registrant’s proxy statement for the annual meeting of stockholders for 2025 are incorporated by reference into Part III of this Annual Report on Form 10-K/A.
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Explanatory Note
This Amendment No. 1 on Form 10-K/A is being filed solely to amend Part III, Item 12 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original 10-K”) of AdaptHealth Corp. (“we”, “us”, “our”, “AdaptHealth” or the “Company”). Item 12 of the Original 10-K incorporated the information to be included in the Equity Compensation Plan Table by reference to the Company’s proxy statement. However, the Company’s proxy statement inadvertently omitted this table. This Amendment No. 1 is filed to include the Equity Compensation Plan Table in Item 12. This Amendment No. 1 does not otherwise alter the information set forth in the Original 10-K and does not reflect events occurring subsequent to the filing of the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original 10-K.
Part III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item, other than the information required by Item 201(d) of Regulation S-K, is incorporated herein by reference from the section of the Proxy Statement entitled “Beneficial Ownership Table.” The information required by Item 201(d) of Regulation S-K is set forth below.
The following table sets forth information regarding the Shares to be issued and the Shares remaining available for issuance under our stock-based incentive plans as of December 31, 2024.
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Securities remaining available for future issuance under equity compensation plans | ||||||||||||||||||||
Equity compensation plans approved by security holders | |||||||||||||||||||||||
A&R 2019 Stock Incentive Plan | 5,115,684 | (1) | $ 9.67 | 9,138,317 | |||||||||||||||||||
2019 Employee Stock Purchase Plan | — | — | 622,398 | ||||||||||||||||||||
Equity compensation plans not approved by security holders | 782,991 | (2) | — | — | |||||||||||||||||||
Total | 5,898,675 | $ 9.67 | 9,760,715 | ||||||||||||||||||||
(1) The number of issuable securities under the A&R 2019 Plan represents the total number of issued and outstanding stock options (including stock options to purchase 944,829 shares of Common Stock assumed and converted in connection with the acquisition of AeroCare Holdings, Inc. on February 1, 2021, with a weighted-average exercise price of $7.24 per share), and service-based and performance-based restricted stock units (assuming such performance-based restricted stock unit awards are earned at 200% of target). In accordance with SEC guidance, this number does not include issued and outstanding shares of restricted stock.
(2) This number represents the total number of service-based and performance-based restricted stock units (assuming such performance-based restricted stock unit awards are earned at 200% of target) granted to Suzanne Foster outside of the A&R 2019 Plan as an inducement material to Ms. Foster’s acceptance of employment with the Company in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4).
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Item 15. Exhibits and Financial Statement Schedules
| The following documents are included as exhibits to this Form 10-K/A. | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 20, 2025.
AdaptHealth Corp. | ||||||||
By: | /s/ Suzanne Foster | |||||||
Suzanne Foster | ||||||||
Chief Executive Officer and Director | ||||||||
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