Option Care Health, Inc.

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 5, 2026, Option Care Health, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Onyx Bidco LLC, a Delaware limited liability company (“Parent”), and Onyx Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which the Company is to be acquired by an investor group comprised of affiliates of Clayton, Dubilier & Rice, LLC (“CD&R”) and McKesson Corporation (“McKesson” and such group collectively, the “Investor Group”). Merger Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Board Recommendation The board of directors of the Company (the “Company Board”) has unanimously (i) determined that it is fair to, and in the best interests of, the Company and the holders of shares of Company Common Stock (as defined below) (the “Company Stockholders”) and declared it advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (iii) resolved to recommend that the Company Stockholders adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company Stockholders at a meeting thereof (the “Company Stockholder Meeting”). Effect on Capital Stock Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) that is issued and outstanding as of immediately prior to the Effective Time (other than (A) shares held by the Company or any of its subsidiaries as treasury stock or owned by Parent or any of its subsidiaries (including Merger Sub) (the “Owned Company Shares”) and (B) shares held by holders who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who have properly exercised appraisal rights under Section 262 of the DGCL (the “Dissenting Company Shares”)) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $32.05 without interest thereon (the “Per Share Price”), and (ii) each Owned Company Share will be automatically cancelled and extinguished without any conversion thereof or consideration paid therefor. Dissenting Company Shares will be entitled to payment of the fair value of such shares in accordance with Section 262 of the DGCL unless the applicable holder fails to perfect, withdraws, waives or otherwise loses those rights. Treatment of Company Equity Awards Company Options At the Effective Time, each option to purchase shares of Company Common Stock (each, a “Company Option”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be automatically cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the Per Share Price over the applicable exercise price, multiplied by the number of shares subject to such Company Option, without interest and subject to applicable deductions and withholdings. Each Company Option outstanding as of immediately prior to the Effective Time with an exercise price equal to or greater than the Per Share Price will be cancelled without consideration. Company RSUs Vested Company RSUs At the Effective Time, each restricted stock unit of the Company (each, a “Company RSU”) that is vested in accordance with its terms (after giving effect to the Transactions) as of the Effective Time and outstanding as of immediately prior to the Effective Time (each, a “Vested Company RSU”) will be automatically cancelled and converted into the right to receive cash in an amount equal to the Per Share Price multiplied by the number of underlying shares plus all accrued or credited dividend equivalents with respect to each Vested Company RSU, without interest and subject to applicable deductions and withholdings. Unvested Company RSUs At the Effective Time, each Company RSU that is not a Vested Company RSU (each, an “Unvested Company RSU”) will be automatically cancelled and converted into a contingent right to receive a cash award equal to the Per Share Price multiplied by the number of underlying shares, plus all accrued or credited dividend equivalents with respect to each Unvested Company RSU, without interest, subject to the same terms and conditions (excluding dividend equivalent rights), including vesting terms and any accelerated vesting upon a qualifying termination, as applied to the corresponding Unvested Company RSU immediately prior to the Effective Time. Company PSUs At the Effective Time, each performance stock unit of the Company (each, a “Company PSU”), other than a Company PSU granted during the period from the execution and delivery of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement pursuant to its terms and the Effective Time, outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be deemed vested with respect to the number of shares determined based on actual performance for performance periods concluded prior to the Effective Time and assuming target performance for performance periods not concluded prior to the Effective Time, and cancelled and converted into the right to receive cash in an amount equal to the Per Share Price multiplied by such number of shares, plus all accrued or credited dividend equivalents with respect to each Company PSU, without interest and subject to applicable deductions and withholdings. Treatment of 2017 Warrants At the Effective Time, each outstanding 2017 Warrant (as defined in the Merger Agreement) will automatically, in accordance with the terms of the applicable warrant agreement, become exercisable by the holder thereof solely for the right to receive the Per Share Price that such holder would have been entitled to receive had such holder held, immediately prior to the Effective Time, the shares of Company Common Stock issuable upon exercise in full of such 2017 Warrant. At and following the Effective Time, the successor of the Company (if any) will assume in writing the obligation to deliver to each holder of a 2017 Warrant, in exchange for such warrant, a security of such successor evidenced by a written instrument substantially similar in form and substance to the 2017 Warrant. Any 2017 Warrant exercised prior to the Effective Time will be treated as an outstanding share of Company Common Stock. Prior to the Closing, the Company has agreed to use commercially reasonable efforts to enter into an agreement with each holder of the 2017 Warrants pursuant to which such holder will agree to (i) exercise its 2017 Warrant at or prior to the Closing and (ii) instruct the Company to withhold from the consideration payable an amount equal to the applicable exercise price. Representations and Warranties and Covenants The Company, Parent and Merger Sub have each made customary representations, warranties and covenants in the Merger Agreement. Among other things, the Company has agreed, subject to certain exceptions, from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement pursuant to Article VIII of the Merger Agreement and the Effective Time, to (i) use commercially reasonable efforts to conduct its business in all material respects in the ordinary course and preserve intact in all material respects its business and operations and current relationships and goodwill with governmental authorities, customers, suppliers, distributors, employees, payors and other significant commercial third parties; (ii) not take certain actions without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed); and (iii) not solicit or engage in discussions or negotiations with respect to any alternative acquisition proposal, subject to certain exceptions described below. Closing Conditions The closing of the Merger (the “Closing”) is subject to the satisfaction or waiver of certain conditions, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote at the Company Stockholder Meeting (the “Requisite Stockholder Approval”); (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iii) the expiration or termination of applicable waiting periods under specified healthcare regulatory filings and the receipt and continued effectiveness of consents, authorizations and approvals, including certain state healthcare regulatory approvals; and (iv) the absence of any law, injunction or order prohibiting, enjoining or otherwise making illegal the consummation of the Merger. Additional conditions include the accuracy of specified representations and warranties (subject to specified materiality standards), performance of covenants in all material respects, receipt of officer certificates and, in the case of Parent’s and Merger Sub’s obligations, the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement. The Closing is not conditioned on Parent’s receipt of financing. Parent, Merger Sub and the Company have agreed to use reasonable best efforts to obtain required governmental and regulatory approvals, including under the HSR Act, and Parent has agreed to use best efforts to obtain the consents, waivers, approvals, orders and authorizations required in connection with the specified healthcare filings, subject to the terms and limitations set forth in the Merger Agreement. No Solicitation From the date of the Merger Agreement, the Company is generally prohibited from, among other things, soliciting, initiating or knowingly encouraging Acquisition Proposals (as defined in the Merger Agreement), providing non-public information to, or engaging in discussions or negotiations with, third parties regarding Acquisition Proposals, and entering into any Alternative Acquisition Agreement (as defined in the Merger Agreement). However, prior to receipt of the Requisite Stockholder Approval, the Company may, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, engage in discussions or negotiations with, and provide non-public information to, any third party that has made a bona fide Acquisition Proposal that did not result from a breach (other than a breach in a de minimis respect) of the no-solicitation provisions and that the Company Board determines in good faith constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) if the Company Board determines in good faith that the failure to engage in discussions or negotiations with, and provide non-public information to, such third party would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law. Prior to receipt of the Requisite Stockholder Approval, the Company Board may, subject to complying with specified notice and match-right requirements and the other requirements set forth in the Merger Agreement, (i) change its recommendation (a “Company Board Recommendation Change”) in response to a Superior Proposal or an Intervening Event (as defined in the Merger Agreement) or (ii) terminate the Merger Agreement to enter into an Alternative Acquisition Agreement providing for a Superior Proposal, subject to payment of the Company Termination Fee (as defined below). Termination Rights The Merger Agreement contains customary termination rights, including (i) by mutual written agreement of Parent and the Company, (ii) by either Parent or the Company if a final and non-appealable injunction or other judgment or order permanently prohibits the consummation of the Merger, or if a statute, law or regulation is enacted, entered or enforced that permanently prohibits the consummation of the Merger, unless primarily due to such party’s failure to comply with its obligations under the Merger Agreement, (iii) by either Parent or the Company if the Effective Time has not occurred by 11:59 p.m., New York City time, on October 5, 2027 (the “Termination Date”), (iv) by either Parent or the Company if the Requisite Stockholder Approval is not obtained at the Company Stockholder Meeting, (v) by Parent for certain uncured breaches by the Company, (vi) by Parent, prior to receipt of the Requisite Stockholder Approval, if the Company Board has effected a Company Board Recommendation Change, (vii) by the Company for certain uncured breaches by Parent or Merger Sub, (viii) by the Company, prior to receipt of the Requisite Stockholder Approval, to enter into an Alternative Acquisition Agreement providing for a Superior Proposal, subject to payment of the Company Termination Fee, and (ix) by the Company if all closing conditions are satisfied or waived, the Company has confirmed it is ready, willing and able to consummate the Closing and Parent fails to consummate the Closing within two (2) business days after the date required under the Merger Agreement. Termination Fees The Company will be required to pay Parent a termination fee of $145,963,976 (the “Company Termination Fee”) if the Merger Agreement is terminated (i) by Parent following a Company Board Recommendation Change or (ii) by the Company to enter into an Alternative Acquisition Agreement providing for a Superior Proposal. The Company Termination Fee will also be payable if (A) the Merger Agreement is terminated (1) at the Termination Date without the Requisite Stockholder Approval having been obtained (if all other applicable closing conditions have been satisfied or waived, other than conditions that by their nature are to be satisfied at the Closing and any condition the failure of which to be satisfied was primarily due to the failure of the Company to perform any of its obligations under the Merger Agreement, and the Company was not then entitled to terminate for Parent’s or Merger Sub’s breach), (2) due to failure to obtain the Requisite Stockholder Approval or (3) by Parent due to certain uncured Company breaches, (B) prior to such termination an Acquisition Proposal has been publicly announced or disclosed and not withdrawn or abandoned at least two (2) business days prior to the Company Stockholder Meeting or the date of termination, as applicable, and (C) within twelve (12) months following such termination, the Company consummates, or enters into a definitive agreement providing for, an Acquisition Transaction (as defined in the Merger Agreement, except that references to 20% therein are deemed to be references to 50%). The Company Termination Fee is payable substantially concurrently with, or within three (3) business days after, the applicable termination or event, as specified in the Merger Agreement. Parent will be required to pay the Company a termination fee of $291,927,951 (the “Parent Termination Fee”) if the Merger Agreement is terminated (i) by the Company due to certain uncured breaches by Parent or Merger Sub or Parent’s failure to consummate the Closing when required, or (ii) by the Company or Parent at the Termination Date at a time when the Company would have been entitled to terminate for such breach or failure. The Parent Termination Fee is payable within three (3) business days after termination. Payment of the Parent Termination Fee, together with certain reimbursement obligations and enforcement expenses of Parent, is guaranteed by the Guarantors (as defined below), severally and not jointly, pursuant to the Guarantees (as defined below), subject to the caps set forth therein. The Company’s rights to receive the Parent Termination Fee, enforce the Guarantees and seek specific performance and other equitable relief, together with certain reimbursement and enforcement amounts, are subject to the limitations and exclusive-remedy provisions of the Merger Agreement. No party may obtain both specific performance resulting in the Closing and the applicable termination fee. Enforcement expenses payable by the Company, on the one hand, and enforcement expenses and reimbursement obligations payable by Parent, on the other hand, are each capped at $7.5 million in the aggregate. Financing Commitments Parent has delivered to the Company executed equity commitment letters (the “Equity Commitment Letters”) from Clayton, Dubilier & Rice Fund XII, L.P. and McKesson (collectively, the “Guarantors”), pursuant to which the Guarantors have committed, subject to the terms and conditions set forth therein, to invest in Parent, directly or indirectly, an aggregate amount of $2,873,295,853 to fund a portion of the Transactions. The Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof. Merger Sub has also obtained a debt commitment letter pursuant to which the applicable lenders party thereto have committed, subject to the terms and conditions set forth therein, to (i) lend up to $3.15 billion to fund a portion of the transactions contemplated by the Merger Agreement (including the repayment, prepayment or discharge of the outstanding Company Indebtedness (as defined in the Merger Agreement)) and (ii) provide up to $500.0 million of revolving credit commitments, a portion of which may be used to fund a portion of the transactions contemplated by the Merger Agreement. The Company is required to use reasonable best efforts to provide customary cooperation in connection with the debt financing at Parent’s sole expense. The funding of such debt and equity commitments is subject to the satisfaction of customary closing conditions. Concurrently with the execution and delivery of the Merger Agreement, Parent and Merger Sub delivered guarantees from the Guarantors in favor of the Company (the “Guarantees”), pursuant to which, subject to the terms and conditions contained therein, the Guarantors are guaranteeing certain obligations of Parent and Merger Sub under the Merger Agreement. If the financing is not obtained, Parent and Merger Sub remain obligated, subject to the satisfaction or waiver of the conditions to Closing, to consummate the Transactions. Description of Merger Agreement Not Complete The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Merger Agreement and the above description have been included to provide information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company or Parent. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them. Investors should be aware that the representations, warranties and covenants or any description thereof may not reflect the actual state of facts or condition of the Company, Parent or Merger Sub. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement. Further, investors should not read the Merger Agreement in isolation, but rather in conjunction with the other information that the Company includes in reports, statements and other filings it makes with the U.S. Securities and Exchange Commission (the “SEC”).

Item 7.01. Regulation FD Disclosure. On October 6, 2026, the Company, CD&R and McKesson issued a joint press release announcing the entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.