bios-20260630

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 June 30, 2026
			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 July 27, 2026, there were 149,785,243 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 the Company’s current beliefs, expectations and assumptions regarding the future of its 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 the Company’s control. If any of these risks materialize, or if any of the 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 the Company’s 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, 2025 (our “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”). Although the Company has attempted to identify important risk factors, there may be other risk factors not presently known to the Company or that the Company presently believes 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. The Company cautions 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 the Company in this Form 10-Q speaks only as of the date hereof. The Company undertakes 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)


	June 30, 2026		December 31, 2025
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	193,767	$	232,624
Accounts receivable, net	511,507		473,566
Inventories	399,605		471,149
Prepaid expenses and other current assets	95,713		87,629
Total current assets	1,200,592		1,264,968

NONCURRENT ASSETS:
Property and equipment, net	140,408		139,236
Operating lease right-of-use asset	89,351		91,250
Intangible assets, net	20,229		21,897
Referral sources, net	270,410		287,281
Goodwill	1,606,743		1,606,743
Other noncurrent assets	51,044		44,394
Total noncurrent assets	2,178,185		2,190,801
TOTAL ASSETS	$	3,378,777	$	3,455,769

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	639,767	$	639,829
Accrued compensation and employee benefits	66,226		70,414
Accrued expenses and other current liabilities	83,615		88,329
Current portion of operating lease liability	23,089		23,996
Current portion of long-term debt	6,780		6,780
Total current liabilities	819,477		829,348

NONCURRENT LIABILITIES:
Long-term debt, net of discount, deferred financing costs and current portion	1,152,040		1,154,052
Operating lease liability, net of current portion	86,170		88,519
Deferred income taxes	58,920		56,019
Other noncurrent liabilities	2,272		1,438
Total noncurrent liabilities	1,299,402		1,300,028
Total liabilities	2,118,879		2,129,376

STOCKHOLDERS’ EQUITY:
Preferred stock; $0.0001 par value; 12,500,000 shares authorized, no shares outstanding as of June 30, 2026 and December 31, 2025	—		—
Common stock; $0.0001 par value: 250,000,000 shares authorized, 185,321,928 shares issued and 149,777,268 shares outstanding as of June 30, 2026; 184,522,423 shares issued and 156,857,801 shares outstanding as of December 31, 2025	18		18
Treasury stock; 35,544,660 and 27,664,622 shares outstanding, at cost, as of June 30, 2026 and December 31, 2025, respectively	(987,296)		(818,201)
Paid-in capital	1,268,767		1,263,549
Retained earnings	976,177		876,921
Accumulated other comprehensive income (loss)	2,232		4,106
Total stockholders’ equity	1,259,898		1,326,393
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,378,777	$	3,455,769

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 June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
NET REVENUE	$	1,442,400	$	1,416,085	$	2,793,054	$	2,749,057
COST OF REVENUE	1,175,149		1,147,042		2,263,789		2,216,962
GROSS PROFIT	267,251		269,043		529,265		532,095

OPERATING COSTS AND EXPENSES:
Selling, general and administrative expenses	164,659		170,092		339,221		338,210
Depreciation and amortization expense	17,452		16,241		32,359		31,987
Total operating expenses	182,111		186,333		371,580		370,197
OPERATING INCOME	85,140		82,710		157,685		161,898

OTHER INCOME (EXPENSE):
Interest expense, net	(14,020)		(14,447)		(27,324)		(27,678)
Equity in earnings of joint ventures	1,704		1,395		3,393		3,124
Other, net	1,163		(797)		1,236		(4,927)
Total other (expense) income	(11,153)		(13,849)		(22,695)		(29,481)

INCOME BEFORE INCOME TAXES	73,987		68,861		134,990		132,417
INCOME TAX EXPENSE	20,074		18,338		35,734		35,152
NET INCOME	$	53,913	$	50,523	$	99,256	$	97,265

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Change in unrealized (loss) gain on cash flow hedges, net of income tax benefit (expense) of $374, $548, $613 and $1,331, respectively	$	(1,142)	$	(1,684)	$	(1,874)	$	(4,082)
OTHER COMPREHENSIVE (LOSS) INCOME	(1,142)		(1,684)		(1,874)		(4,082)
NET COMPREHENSIVE INCOME	$	52,771	$	48,839	$	97,382	$	93,183

EARNINGS PER COMMON SHARE:
Earnings per share, basic	$	0.35	$	0.31	$	0.64	$	0.59
Earnings per share, diluted	$	0.35	$	0.31	$	0.64	$	0.59

Weighted average common shares outstanding, basic	152,931		162,931		154,782		164,188
Weighted average common shares outstanding, diluted	153,485		164,133		155,772		165,402

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)


	Six Months Ended June 30,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	99,256	$	97,265
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	34,037		33,326
Non-cash operating lease costs	10,187		14,663
Deferred income taxes, net	2,901		1,634
Amortization of deferred financing costs	1,378		2,315
Equity in earnings of joint ventures	(3,393)		(3,124)
Stock-based incentive compensation expense	18,581		19,513
Distribution from equity method investments	1,100		1,600
Other adjustments	781		(744)
Changes in operating assets and liabilities:
Accounts receivable, net	(37,941)		(61,392)
Inventories	71,544		(12,718)
Prepaid expenses and other current assets	(9,958)		17,606
Accounts payable	2,610		(27,904)
Accrued compensation and employee benefits	(4,188)		8,730
Accrued expenses and other current liabilities	(3,264)		3,852
Operating lease liabilities	(11,544)		(12,603)
Other noncurrent assets and liabilities	(602)		1,100
Net cash provided by operating activities	171,485		83,119

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(20,123)		(18,466)
Business acquisitions, net of cash acquired	—		(117,247)
Other investing activities	(877)		—
Net cash used in investing activities	(21,000)		(135,713)

CASH FLOWS FROM FINANCING ACTIVITIES:
Stock-based compensation tax withholdings	(14,285)		(7,900)
Purchase of company stock and related excise taxes	(170,545)		(152,429)
Repayments of debt principal	(3,390)		(3,255)
Deferred financing costs	(2,044)		—
Other financing activities	922		2,431
Net cash used in financing activities	(189,342)		(161,153)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(38,857)		(213,747)
Cash and cash equivalents - beginning of period	232,624		412,565
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	193,767	$	198,818

Supplemental disclosure of cash flow information:
Cash paid for interest	$	30,377	$	32,526
Cash paid for income taxes	$	34,306	$	39,436
Cash paid for operating leases	$	16,160	$	15,107

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 STOCKHOLDERS’ EQUITY

(IN THOUSANDS)


	Preferred Stock		Common Stock		Treasury Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance - December 31, 2024	$	—	$	18	$	(507,598)	$	1,231,435	$	669,336	$	11,047	$	1,404,238
Exercise of stock options, vesting of restricted stock, and related tax withholdings	—		—		—		(5,436)		—		—		(5,436)
Stock-based incentive compensation	—		—		—		8,801		—		—		8,801
Purchase of company stock, and related tax effects	—		—		(101,113)		—		—		—		(101,113)
Net income	—		—		—		—		46,742		—		46,742
Other comprehensive loss	—		—		—		—		—		(2,398)		(2,398)
Balance - March 31, 2025	$	—	$	18	$	(608,711)	$	1,234,800	$	716,078	$	8,649	$	1,350,834
Exercise of stock options, vesting of restricted stock, and related tax withholdings	—		—		—		(33)		—		—		(33)
Stock-based incentive compensation	—		—		—		10,712		—		—		10,712
Purchase of company stock, and related tax effects	—		—		(50,404)		—		—		—		(50,404)
Net income	—		—		—		—		50,523		—		50,523
Other comprehensive loss	—		—		—		—		—		(1,684)		(1,684)
Balance - June 30, 2025	$	—	$	18	$	(659,115)	$	1,245,479	$	766,601	$	6,965	$	1,359,948

Balance - December 31, 2025	$	—	$	18	$	(818,201)	$	1,263,549	$	876,921	$	4,106	$	1,326,393
Exercise of stock options, vesting of restricted stock, and related tax withholdings