Option Care Health Inc

1. 1

   The Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated October 5, 2026, under which Onyx Merger Sub will merge with and into Option Care Health, Inc., with Option Care continuing as the surviving corporation and becoming a wholly owned subsidiary of Onyx Bidco LLC; each eligible share will be converted into the right to receive $32.05 in cash, without interest.

   More detail

   The proposal asks stockholders to adopt the merger agreement among Option Care Health, Onyx Bidco and Onyx Merger Sub. The transaction would merge Merger Sub into Option Care, leaving Option Care as the surviving corporation and a wholly owned subsidiary of Parent. Eligible holders would receive $32.05 in cash per share, without interest, subject to appraisal rights and the other merger-agreement terms. Completion requires approval by holders of a majority of the issued and outstanding shares entitled to vote, making nonattendance and abstentions effectively adverse to approval. The board unanimously approved the transaction and determined that it is fair, advisable and in the best interests of the Company and its stockholders. The board cited the certainty and liquidity of the all-cash consideration, including an approximately 42% premium to the October 2, 2026 closing price. It also considered the extensive market check, competing indications of interest, Centerview’s fairness opinion, committed financing, and the likelihood of timely completion. The transaction is subject to regulatory conditions, including HSR clearance and specified healthcare approvals, and has no financing condition. If completed, the Company’s stock would be delisted from Nasdaq and deregistered under the Exchange Act, ending stockholders’ continuing public-company ownership.

2. 2

   The Advisory Compensation Proposal

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation that will or may be paid or become payable to Option Care Health’s named executive officers in connection with the merger, as disclosed under Item 402(t) of Regulation S-K.

   More detail

   The proposal asks stockholders to approve, on an advisory and non-binding basis, the merger-related compensation that may be paid to Option Care’s named executive officers. The vote is required under Section 14A of the Exchange Act and the SEC’s rules implementing the Dodd-Frank Act. The disclosed compensation includes potential cash severance, equity award treatment, benefits and other payments triggered by the merger or a qualifying post-closing termination. The proxy quantifies potential golden-parachute compensation for John C. Rademacher, Meenal A. Sethna, Luke Whitworth and Collin G. Smyser. The largest disclosed potential total is $23.9 million for Mr. Rademacher, while aggregate potential totals for the four named executive officers are substantial. Much of the equity treatment is transaction-linked, while severance and certain benefits are generally double-trigger and depend on a qualifying termination. Approval is not a condition to closing and the vote will not bind the Company, the board, Parent or the surviving corporation. If the merger is approved and completed, the contractual compensation remains payable subject to its applicable conditions regardless of the advisory vote’s outcome. The board recommends a vote FOR, consistent with its approval of the merger and the compensation arrangements disclosed in the proxy statement.

3. 3

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the special meeting to a later date or dates, if necessary, to solicit additional proxies, obtain a quorum, or allow time to disseminate and review supplemental or amended disclosures.

   More detail

   The proposal asks stockholders to authorize adjournment of the special meeting to a later date or dates if necessary. The stated purposes are to solicit additional proxies if support for the merger proposal is insufficient, establish a quorum if too few shares are represented, or allow time for supplemental or amended disclosures to be filed and reviewed. The proposal is procedural rather than a vote on the merits of the merger consideration or the transaction structure. Approval requires a majority of the voting power present in person or represented by proxy, assuming a quorum. Abstentions count as votes against the proposal, while shares not represented have no effect on the outcome. The board recommends FOR because adjournment could preserve the opportunity to obtain the required stockholder approval and address quorum or disclosure issues. The chair may also adjourn or postpone the meeting under the Company’s bylaws and the merger agreement, subject to applicable limits. The Company does not intend to call a vote on this proposal if the merger proposal is approved at the meeting. If used, adjournment would extend the voting process but would not itself approve or reject the merger.

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When is the Option Care Health Inc 2026 special meeting?

Option Care Health Inc (OPCH) holds its 2026 special shareholder meeting on Tuesday, December 15, 2026.

What is the record date for the Option Care Health Inc 2026 meeting?

The record date for the Option Care Health Inc 2026 meeting is Tuesday, November 3, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Option Care Health Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Option Care Health Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.