bios-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 30, 2025
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission file number: 001-11993

OPTION CARE HEALTH, INC.

(Exact name of registrant as specified in its charter)


Delaware						05-0489664
(State of incorporation)						(I.R.S. Employer Identification No.)
3000 Lakeside Dr. Suite 300N, Bannockburn, IL						60015
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code:

312-940-2443

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OPCH	Nasdaq Global Select Market

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 ☑ No ☐

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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 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 ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

On October 28, 2025, there were 158,732,706 shares of the registrant’s Common Stock outstanding.

TABLE OF CONTENTS


		Page Number
PART I

Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income	6
	Unaudited Condensed Consolidated Statements of Cash Flows	7
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

SIGNATURES		37

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to “Option Care Health,” the “Company,” “we,” “us” and “our” refer to Option Care Health, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

This Form 10-Q includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning our expectations regarding industry and macroeconomic trends and our operating performance. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. If any of these risks materialize, or if any of our assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, those set forth in Item 1A, “Risk Factors,” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”). Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. We caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Form 10-Q. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date hereof. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

OPTION CARE HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)


	September 30, 2025		December 31, 2024
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	309,822	$	412,565
Accounts receivable, net	474,500		409,733
Inventories	415,723		388,131
Prepaid expenses and other current assets	82,721		112,198
Total current assets	1,282,766		1,322,627

NONCURRENT ASSETS:
Property and equipment, net	134,298		127,367
Operating lease right-of-use asset	92,439		86,528
Intangible assets, net	22,732		16,993
Referral sources, net	295,716		284,017
Goodwill	1,606,646		1,540,246
Other noncurrent assets	45,248		43,965
Total noncurrent assets	2,197,079		2,099,116
TOTAL ASSETS	$	3,479,845	$	3,421,743

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	627,867	$	610,779
Accrued compensation and employee benefits	72,460		63,028
Accrued expenses and other current liabilities	93,324		77,783
Current portion of operating lease liability	23,475		22,044
Current portion of long-term debt	6,780		6,512
Total current liabilities	823,906		780,146

NONCURRENT LIABILITIES:
Long-term debt, net of discount, deferred financing costs and current portion	1,155,056		1,104,641
Operating lease liability, net of current portion	90,894		84,776
Deferred income taxes	50,019		47,576
Other noncurrent liabilities	1,311		366
Total noncurrent liabilities	1,297,280		1,237,359
Total liabilities	2,121,186		2,017,505

STOCKHOLDERS’ EQUITY:
Preferred stock; $0.0001 par value; 12,500,000 shares authorized, no shares outstanding as of September 30, 2025 and December 31, 2024	—		—
Common stock; $0.0001 par value: 250,000,000 shares authorized, 184,498,929 shares issued and 160,107,695 shares outstanding as of September 30, 2025; 183,846,725 shares issued and 166,261,112 shares outstanding as of December 31, 2024	18		18
Treasury stock; 24,391,234 and 17,585,613 shares outstanding, at cost, as of September 30, 2025 and December 31, 2024, respectively	(722,192)		(507,598)
Paid-in capital	1,256,914		1,231,435
Retained earnings	818,417		669,336
Accumulated other comprehensive income	5,502		11,047
Total stockholders’ equity	1,358,659		1,404,238
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,479,845	$	3,421,743

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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OPTION CARE HEALTH, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
NET REVENUE	$	1,435,016	$	1,278,546	$	4,184,073	$	3,651,784
COST OF REVENUE	1,162,114		1,021,797		3,379,076		2,907,170
GROSS PROFIT	272,902		256,749		804,997		744,614

OPERATING COSTS AND EXPENSES:
Selling, general and administrative expenses	172,104		156,999		510,314		465,524
Depreciation and amortization expense	16,291		14,659		48,278		44,294
Total operating expenses	188,395		171,658		558,592		509,818
OPERATING INCOME	84,507		85,091		246,405		234,796

OTHER INCOME (EXPENSE):
Interest expense, net	(14,146)		(12,345)		(41,824)		(38,150)
Equity in earnings of joint ventures	2,176		1,391		5,300		3,921
Other, net	(3,570)		(583)		(8,497)		1,983
Total other (expense) income	(15,540)		(11,537)		(45,021)		(32,246)

INCOME BEFORE INCOME TAXES	68,967		73,554		201,384		202,550
INCOME TAX EXPENSE	17,151		19,698		52,303		50,860
NET INCOME	$	51,816	$	53,856	$	149,081	$	151,690

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit of $478, $1,998, $1,809 and $1,785, respectively	$	(1,463)	$	(6,127)	$	(5,545)	$	(5,475)
OTHER COMPREHENSIVE (LOSS) INCOME	(1,463)		(6,127)		(5,545)		(5,475)
NET COMPREHENSIVE INCOME	$	50,353	$	47,729	$	143,536	$	146,215

EARNINGS PER COMMON SHARE:
Earnings per share, basic	$	0.32	$	0.32	$	0.91	$	0.88
Earnings per share, diluted	$	0.32	$	0.31	$	0.91	$	0.87

Weighted average common shares outstanding, basic	161,829		170,636		163,393		172,490
Weighted average common shares outstanding, diluted	163,086		171,941		164,602		173,848

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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OPTION CARE HEALTH, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)


	Nine Months Ended September 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	149,081	$	151,690
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization expense	50,374		46,029
Non-cash operating lease costs	19,756		17,892
Deferred income taxes - net	2,443		10,088
Loss on extinguishment of debt	4,744		377
Amortization of deferred financing costs	3,455		3,465
Equity in earnings of joint ventures	(5,300)		(3,921)
Stock-based incentive compensation expense	30,638		27,620
Distribution from equity method investments	2,100		1,250
Other adjustments	(435)		(1,845)
Changes in operating assets and liabilities:
Accounts receivable, net	(55,430)		(51,293)
Inventories	(24,899)		(36,595)
Prepaid expenses and other current assets	24,694		(3,175)
Accounts payable	10,224		164,754
Accrued compensation and employee benefits	8,338		(31,673)
Accrued expenses and other current liabilities	15,834		5,560
Operating lease liabilities	(18,118)		(16,833)
Other noncurrent assets and liabilities	5,057		3,880
Net cash provided by operating activities	222,556		287,270

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(27,661)		(25,266)
Business acquisitions, net of cash acquired	(117,247)		—
Other investing activities	(2,529)		—
Net cash used in investing activities	(147,437)		(25,266)

CASH FLOWS FROM FINANCING ACTIVITIES:
Stock-based compensation tax withholdings	(7,916)		(11,235)
Purchase of company stock and related excise taxes	(

SEC Form 10-Q filed by Option Care Health Inc.