DEF 14A of AdaptHealth Corp., Apr 28, 2026

DEF 14A of AdaptHealth Corp.

Filed Apr 28, 2026 · FY20250001628280-26-027965

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Prior to the 2024 Annual Meeting of Stockholders, the Board was divided into three staggered classes of directors, with each class having a three-year term. At the 2024 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to declassify the Board over a three-year period, beginning with the 2024 Annual Meeting. As such, beginning with this Annual Meeting, the declassification of the Board is complete and all directors elected as this Annual Meeting will serve one-year terms expiring at the 2027 Annual Meeting. Vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board proposes the election of Gregory Belinfanti, Suzanne Foster, Kenneth A. Samet, Dr. Susan Weaver, Brad Coppens, Terence Connors, Ted Lundberg, David Williams III and Dale Wolf. The director nominees have been recommended by the Corporate Compliance and Governance Committee of the Board for election and nominated by the Board for election at the Annual Meeting. In the unanticipated event that a director nominee is unable to or for good cause will not serve, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. If a quorum is present and voting at the Annual Meeting, the nominees receiving the highest number of votes will be elected to our board of directors. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner. OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE. The following table sets forth information with respect to the director nominees standing for election at the Annual Meeting as of April 28, 2026:

  2. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    | Name1 | Age | Position | Director Since | Committee Memberships | | Greg Belinfanti | 51 | Director | 2021 | Compensation, Corporate Compliance & Governance | | Terence Connors | 71 | Director | 2019 | Audit (Chair), Corporate Compliance & Governance | | Brad Coppens | 44 | Director | 2020 | Audit, Compensation (Chair) | | Suzanne Foster | 56 | Director | 2024 | N/A | | Ted Lundberg | 51 | Director | 2021 | Audit, Corporate Compliance & Governance (Chair) | | Kenneth A. Samet | 68 | Director | | Audit2 | | Dr. Susan Weaver | 65 | Director | 2018 | Compensation, Corporate Compliance & Governance | | David Williams III | 53 | Director | 2020 | Compensation, Corporate Compliance & Governance | | Dale Wolf | 72 | Director | 2019 | Audit |

  3. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    The following is biographical information as of April 28, 2026 for each of our director nominees: Gregory Belinfanti has served on our board of directors since September 2021. Mr. Belinfanti is President and a member of the Investment Committee at One Equity Partners. During his tenure at OEP, Mr. Belinfanti has worked on a 1 Our Corporate Compliance & Governance Committee and the Board of Directors did not renominate Diana Nole for election to the Board of Directors and her term will expire at the conclusion of the 2026 Annual Meeting. 2 Mr. Samet will join the Audit Committee effective as of the 2026 Annual Meeting if elected. number of investments in the healthcare and business services industries and has led many of OEP’s healthcare transactions. Mr. Belinfanti is a member of the Board of Directors of Fortis Healthcare, Nuclear Care Partners, Ernest Health, and has previously been a member of the Board of Directors of The Results Companies, PS Logistics, Apollo Health Street, ArthroCare, Celltrion Healthcare, EGS, OneLink, Prodigy, Simplura Health Group, and Systagenix. Prior to joining OEP, Mr. Belinfanti served as a Vice President in the Investment Banking division of Lehman Brothers, specializing in Global Healthcare. Mr. Belinfanti received his B.A. in Politics from New York University and his J.D. from Harvard University. Terence Connors has been a member of our board of directors since the closing of the Business Combination. Mr. Connors brings to the board 40 years of public accounting experience. Mr. Connors retired in September 2015 from KPMG LLP, where he served as Professional Practice Partner, SEC Reviewing Partner and as a member of KPMG’s board of directors (2011-2015), where he chaired the Audit, Finance & Operations Committee. Prior to joining KPMG in 2002, he was a partner with Arthur Andersen LLP. During his career, he served as a senior audit and global lead partner for numerous public companies, including Fortune 500 companies. Mr. Connors currently serves as a board member and audit committee chairman of two public companies: Suburban Propane Partners L.P. and AdaptHealth Corp. Mr. Connors previously served as a trustee of St. Joseph’s Preparatory School in Philadelphia and also served as Chairman and President of the Philadelphia Chapter of the National Association of Corporate Directors (NACD). Mr. Connors received his undergraduate degree in Accounting from LaSalle University. Brad Coppens has served on our board of directors since July 2020. Mr. Coppens is a Senior Partner of InTandem Capital Partners and has been identifying, evaluating and executing private equity transactions in the healthcare services sector for 20 years. In addition to AdaptHealth, Mr. Coppens serves on the board of directors at beBright, Healthfuse, HouseWorks, Providence Care, Sequel Ortho, The Phia Group and Vivo Infusion. Before joining InTandem, he was a Senior Managing Director at One Equity Partners. At One Equity Partners, Mr. Coppens has focused principally in the healthcare industry and has worked on numerous investments in both the healthcare and technology-enabled services industries. From 2012 to 2014, Mr. Coppens lived in São Paulo, Brazil and led One Equity Partners’ prior investing efforts in the region. Mr. Coppens has served as a member of the boards of directors of AdaptHealth, AMT/RestorixHealth, Ernest Health, OneLink, ResultsCX, Allied, Cless Cosméticos, Portal de Documentos, Prodigy Health Group, Simplura Health Group, Systagenix Wound Management, Unicoba, Wow! Nutrition and X-Rite. Mr. Coppens was also deeply involved in One Equity Partners’ investments in ArthroCare and Wright Medical. Prior to One Equity Partners, Mr. Coppens worked in the investment banking division of JPMorgan in the mergers and acquisitions group where he focused on healthcare and various other industries. Mr. Coppens is actively involved in a number of non-profit organizations and previously served as a board member of The TEAK Fellowship. Mr. Coppens received his B.B.A. from the Stephen M. Ross School of Business at the University of Michigan, where he graduated with high distinction. Suzanne Foster has been the Chief Executive Officer of the Company since May 2024. She is a global leader with more than 25 years of experience in the healthcare industry. Ms. Foster also currently serves on the board of Unitil Corp., a public utility holding company. Prior to AdaptHealth, Ms. Foster served as President of Beckman Coulter Life Sciences for Danaher Corporation, a global science and technology innovation company located in Washington, DC, from April 2022 until May 2024. Ms. Foster also served as President of At Home Solutions for Cardinal Health, Dublin, Ohio, a global, integrated healthcare services and products company, from January 2020 until April 2022, as President of Stanley Healthcare, Waltham, Massachusetts, a healthcare technology operating division of Stanley Black & Decker, from April 2018 until January 2020, and as a general manager of Medtronic Advanced Energy (“Medtronic”), a medical device company, from August 2011 until March 2018. Ms. Foster formerly served as Vice President of Global Business Operations at Salient Surgical Technologies, a medical device company later acquired by Medtronic. She was also formerly employed as an attorney at the law firms of Holland & Knight and Wiggin & Nourie, and she served as Vice President of Legal & Compliance for the Elliot Health System. In 2017, Ms. Foster was appointed to the University System of New Hampshire Board of Trustees by New Hampshire Governor Chris Sununu. She also currently serves on the board of Perimeter Medical Imaging AI, Inc., since 2018, and on multiple boards of private medical technology companies. Ms. Foster holds a B.A. in Communication from the University of New Hampshire, an M.Ed in Psychology from Notre Dame College, a J.D. from Suffolk University Law School, and a Master of Public Health in Law and Health Policy from Harvard T.H. Chan School of Public Health. Ted Lundberg has served on our board of directors since February 2021. Mr. Lundberg is a Founding Partner and Managing Member at Peloton Equity, LLC. Peloton Equity is a private equity firm that focuses on investing in growing healthcare companies. He previously worked at Ferrer Freeman & Company and prior to that, Donaldson, Lufkin and Jenrette. Mr. Lundberg currently serves on the boards of Arcadia Solutions, Inc. HPOne, Inc., Grenova, Inc., ClearSky Health, Inc., Aerosafe Global, Inc. and Journey Health & Lifestyle Brands Inc. Mr. Lundberg holds a B.A. degree from Princeton University. Kenneth A. Samet currently serves as the President and CEO of Medstar Health, Inc. and has over 40 years of experience in healthcare administration. He has been CEO of MedStar Health, Inc. since January 2008, after previously serving as President beginning in 2003 and as Chief Operating Officer beginning in 1998. Earlier, from 1990 to 2000, he was President of MedStar Washington Hospital Center, and from the mid‑1980s to 1990 he held a series of leadership roles at Medlantic Healthcare Group. His prior public company board service includes Catalyst Health Solutions, Inc. (2006–2012) and Cogentix Medical, Inc. (2016–2018), and he served on the board of Luminex Corporation from 2018 to 2021. He holds a B.S. in business administration from Old Dominion University and an M.H.S.A. from the University of Michigan.

  4. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    Susan Weaver, M.D. has served on our board of directors since February 2018. Dr. Weaver served as President and then Chief Executive Officer of KEPRO, a technology enabled healthcare services company, from July 2018 until the successful sale of the company in December 2022. She previously served as the Chief Executive Officer of C3 HealthcareRX and as the Founder and President of Transformation Health Partners, LLC. Dr. Weaver also served as the Chief Medical Officer for Blue Cross Blue Shield of North Carolina from 2014 to 2015 after serving as the Vice President, Health Delivery Redesign from 2012 to early 2014. Prior to joining Blue Cross Blue Shield of North Carolina, Dr. Weaver served in various leadership roles at WakeMed Health & Hospitals, including Executive Vice President, Medical Affairs. Dr. Weaver also previously served as an Executive Director and Physician and founding member for Alliance Medical Ministry, a 501(c)(3) providing medical care to the working uninsured of Wake County, North Carolina. She holds an M.D. from Duke University School of Medicine and a B.S. in Psychology from Duke University. David S. Williams III has served on our board of directors since July 2020. Mr. Williams is a serial entrepreneur and currently co-founder and CEO of Care3, a digital health equity solution for health plans and providers. Prior to Care3, Mr. Williams was Co-Founder and CEO of InvolveCare (funded by Aetna) and a Founding Executive of PatientsLikeMe (acquired by United Health Group). He has also held corporate positions at Eli Lilly and Company and Deloitte. Mr. Williams also currently serves on the board of directors of Lifespace Communities, Inc., a private senior living company with 14 locations in seven states. Mr. Williams is a Henry Crown Fellow of The Aspen Institute and a member of the Aspen Global Leadership Network. Mr. Williams earned a BS in Economics and Entrepreneurial Management from The Wharton School of the University of Pennsylvania and an MBA in Digital Strategy with a certificate in Corporate Governance from the UCLA Anderson School of Management. Dale Wolf has served on our board of directors since the closing of the Business Combination. Mr. Wolf has served as a member of the board of directors of EHealth, Inc. since 2019. He has also served as a member of the board of directors of Molina Healthcare, Inc. since 2013 and as chairman of the board since 2017. Mr. Wolf served as the President and Chief Executive Officer of Onecall Care Management Inc. from January 2016 to February 2019 and as executive chairman from September 2015 to January 2016. Mr. Wolf served as the President and Chief Executive Officer of DBW Healthcare, Inc. from January 2014 to June 2018. Mr. Wolf served as the executive chairman of Correctional Healthcare Companies, Inc., a national provider of correctional health care solutions, from December 2012 to July 2014. From 2005 to 2009, Mr. Wolf served as Chief Executive Officer of Coventry Health Care, Inc., a diversified national health care company, and served as the Executive Vice President, Chief Financial Officer and Treasurer of Coventry Health Care, Inc. from 1996 to 2005. Mr. Wolf was also a member of the boards of directors of Correctional Healthcare Companies, Inc. from 2012 to 2014, Coventry Healthcare, Inc. from 2005 to 2009 and Catalyst Health Solutions, Inc. from 2003 to 2012. Mr. Wolf graduated from Eastern Nazarene College with a Bachelor of Arts degree in Mathematics, with honors, and from the MIT Sloan School Senior Executive Program. He has also been a fellow in the Society of Actuaries since 1979. The following is biographical information as of April 28, 2026 for a current director whose term will expire at the conclusion of the 2026 Annual Meeting: Diana Nole has served on our board of directors since October 2024 and has over 18 years of senior leadership experience in the Healthcare AI and Healthcare IT industries. She most recently served as the Executive Vice President and General Manager of the Healthcare division of Nuance Communications, a Microsoft Cloud & AI company that provides AI-driven clinical documentation creation, clinical revenue cycle integrity and diagnostic radiology cloud solutions to the global healthcare industry. In this role, she worked to accelerate recurring revenue growth, successfully completed the divestiture of a declining business segment and developed the leadership team and culture in an effort to create sustainable growth and innovation. She has also served as the CEO of Wolter Kluwers’ Healthcare division from September 2015 to May 2020, president of Carestream’s Digital Medical Solutions business from August 2007 to August 2015, and vice president of strategy, product management, and marketing for Eastman Kodak’s Healthcare Information Technology Solutions business. Ms. Nole has dual degrees in Computer Science and Math from the State University of New York at Potsdam and earned her MBA from the University of Rochester’s Simon School.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  7. Executive Hires

    Executive Hires On November 5, 2024, the Company entered into an employment agreement with Mr. Schuster that governs the terms of his employment as the Chief Commercial Officer of the Company, effective January 2, 2025. The terms of Mr. Schuster’s employment agreement are described further in the section labeled “Narrative to Summary Compensation Table — Executive Employment Agreements,” and his severance entitlements are described further in the section labeled “Potential Payments Upon Termination or Change in Control.”

  8. Compensation at a Glance

    | Annual Incentive •100% payable in cash •100% tied to financial performance outcomes •Earned based on a combination of Net Revenue, Adjusted EBITDA and Free Cash Flow | Annual Long-Term Incentives •Granted an equal mix of PSUs and RSUs •PSUs vest subject to continued employment and three-year cumulative Relative TSR performance •RSUs vest subject to continued employment in three equal annual installments over a three-year period |

  9. Compensation Philosophy and Alignment with Strategic Priorities

    | Principle | How we achieve this | | Link pay with performance | ✓Deliver the majority of an NEO’s pay in the form of at-risk, variable compensation ✓Provide incentive opportunities that can be earned based on robust, simple, transparent, and holistic measures of enterprise-wide performance (currently Net Revenue, Adjusted EBITDA, Free Cash Flow, and Relative TSR) | | Provide an appropriate mix of fixed and at-risk compensation to attract and retain key talent who thrive in a results-driven environment(1) | ✓Deliver the majority of pay as at-risk and results-driven,(2) accounting for an average of 82% for our NEOs ✓Deliver at least 50% of each NEO’s compensation in performance-based pay, defined as annual bonus and PSUs ✓Use a combination of PSUs and RSUs to balance performance-based pay and retention objectives, while collectively aligning with stockholders’ interests | | Set competitive pay levels to effectively attract and retain key talent | ✓Use an appropriate peer group to provide external context that informs pay decisions ✓Reference the market 50th percentile when setting total direct compensation opportunities (the sum of base salary, target bonus and annual equity awards), with positioning against market informed by a range of factors consistent with the Company’s compensation philosophy(3) |

  10. Compensation Philosophy and Alignment with Strategic Priorities

    _____________________ (1)In 2025, we added Net Revenue and removed Compliance as performance metrics to calculate annual bonuses in order to ensure that annual incentives are directly aligned with key financial performance outcomes (rather than with individual and/or non-financial metrics as used in prior years). (2)Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. See below for a reconciliation showing how these metrics are calculated from our 2025 consolidated audited financial statements. The Company defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization, including patient equipment depreciation. The Company defines Adjusted EBITDA as EBITDA (as defined above) plus equity-based compensation expense, change in fair value of the warrant liability, goodwill impairment, loss on extinguishment of debt, litigation settlement expense related to securities litigation, gain on sale of businesses, and other non-recurring items of expense or income. The following unaudited table presents the reconciliation of net loss attributable to AdaptHealth Corp., to EBITDA and Adjusted EBITDA for the year ended December 31, 2025 (in thousands):

  11. Compensation Policies and Practices

    | Practices we follow | Practices we avoid | | ✓Align pay outcomes with individual and company performance ✓Deliver the majority of executive compensation in at-risk pay ✓Reference 50th percentile of an appropriately sized Peer Group when making compensation decisions ✓Double-trigger vesting on a change in control ✓Operate robust share ownership guidelines and share retention requirements ✓Maintain a compensation recoupment policy compliant with Nasdaq exchange requirements ✓Engage an independent compensation consultant | ✗No excise tax gross-ups ✗No discounting or repricing of equity awards ✗No excessive perquisites or benefits ✗No dividends or dividend equivalents are paid on unearned PSUs or RSUs ✗No single-trigger vesting on a change in control |

  12. Use of Market Data

    Use of Market Data The Committee conducts an annual review of the compensation peer group with ClearBridge, which is subsequently used to inform various decisions related to executive compensation.

  13. Use of Market Data

    | How Peer Group companies were selected | How the Peer Group is used | | •US-listed companies in the healthcare services industry, focused on those providing at-home healthcare equipment, services, and medical supplies •Comparable size based on revenue (~1/3x – 3x range relative to the Company) and market capitalization (~1/5x – 5x relative to the Company) •Competitors for talent •Broader factors such as enterprise value, EBITDA, stock price performance, headcount, and peer-of-peer analysis, were also considered in approving the final Peer Group, but were not primary selection criteria | •Inform decisions on base salaries, target incentive opportunities and the total target direct compensation opportunity •Determine the level of payout in respect of the Relative TSR performance condition •Provide perspective on compensation policies and practices observed in relevant companies such as employment agreement terms, equity vehicles, equity mix, incentive metrics and stock ownership guidelines |

  14. Use of Market Data

    During 2025, the compensation peer group was reviewed to inform 2026 compensation decisions. ModivCare Inc. was removed from the group as the company was delisted from the Nasdaq, and Patterson Companies, Inc. was removed from the group due to transaction activity. The companies that were added to the group are listed in the table below.

  15. Use of Market Data

    | | 2026 Peer Group(1) | | | | Former Peers (2025 only) | Consistent Peers (2025 and 2026) | | New Peers (2026 only) | | •ModivCare Inc. •Patterson Companies, Inc. | •Addus HomeCare Corporation •Alignment Healthcare, Inc. •AMN Healthcare Services, Inc. •Chemed Corporation •DENTSPLY SIRONA Inc. •Embecta Corp. •Encompass Health Corporation | •The Ensign Group, Inc. •Option Care Health, Inc. •Accendra Health, Inc.(2) •Pediatrix Medical Group, Inc. •RadNet, Inc. •Select Medical Holdings Corporation | •Ardent Health, Inc. •Aveanna Healthcare Holdings, Inc. •BrightSpring Health Services, Inc. •Brookdale Senior Living Inc. •Enhabit, Inc. •Surgery Partners, Inc. |

  16. Use of Market Data

    (1)Established in 2025 to inform 2026 compensation decisions and to be used as the peer group for the relative TSR conditions applicable to 2026 PSU awards. (2)Owens & Minor, Inc. rebranded to Accendra Health, Inc. in December 2025. When insufficient data is available for the Peer Group, the independent consultant provides the Committee with survey data for relevant companies as an alternative and relevant point of reference. As noted above, one of the primary uses of market data is to inform decisions that the Committee makes as it relates to executive officer compensation levels. In setting individual target direct compensation opportunities, the Committee references the 50th percentile market data for relevant roles in the Peer Group. However, the positioning of an individual’s target compensation relative to market will vary, taking account of a range of factors including: role scope and responsibilities; criticality; performance and potential; internal equity; and company performance.

  17. Annual Incentives

    Annual Incentives The annual incentive plan enables the Committee to incentivize and reward NEOs for the achievement of performance outcomes that drive the Company’s overall results. For 2025, in connection with the evolution of the Company's leadership team and strategic priorities, the Committee amended the annual incentive plan to be 100% based on financial performance metrics (vs. use of a combination of financial, individual, and non-financial metrics as used in prior years). This change reflects the Company's focus on fostering a "OneAdapt" culture and further aligning executive compensation with key financial objectives and drivers of long-term shareholder value creation. In the first quarter of 2025, the Committee approved the structure of the 2025 annual incentive program for our NEOs. The selected annual incentive metrics of Net Revenue, Adjusted EBITDA, and Free Cash Flow align management with the Company's core priorities of driving sustainable top line growth, improving profitability, and generating cash flow to support balance sheet strength and debt reduction. Given the importance of profitability and cash flow generation, the Company continued to base the annual incentive plan on Adjusted EBITDA and Free Cash Flow and, to further align incentives with top line growth, added Net Revenue as a performance metric for 2025. By weighting the program entirely on financial performance, the Committee reinforces a unified and results oriented approach to executing the Company's strategy. This design included the following metrics:

  18. Annual Incentives

    | Metric and Associated Weighting | All NEOs | | FY2025 Net Revenue | 40% | | FY2025 Adjusted EBITDA | 30% | | FY2025 Free Cash Flow | 30% |

  19. Annual Incentives

    Original performance goals were established with target levels aligned with the Board-approved 2025 budget for Adjusted EBITDA and Free Cash Flow. For Net Revenue, the target was based on an implied year-over-year growth of 2%. Performance ranges around target were defined as follows: for Adjusted EBITDA, threshold and maximum performance levels were set at 90% and 110% of target, respectively; for Free Cash Flow, threshold and maximum were set at 87.5% and 112.5% of target, respectively; and for Net Revenue, threshold performance was set to approximate prior year actual while maximum performance was set at an implied 4% year-over-year growth. Payout opportunities for the financial metrics ranged from 50% of target for threshold performance to 200% of target for maximum performance (with no payout for performance below threshold). In the first quarter of 2026, the Committee completed its assessment of company performance with reference to goals established in the first quarter of 2025, which were adjusted as a result of disposition activity during 2025 as approved by the Committee. In applying these adjustments, the full impact was reflected in each metric’s target, with threshold and maximum levels adjusted proportionately to maintain their positioning relative to the target goal (e.g., for Net Revenue, the adjusted threshold remained at 98% of target and the adjusted maximum at 102% of target). Provided below is a reconciliation of the original goals to the final approved Net Revenue, Adjusted EBITDA and Free Cash Flow goals for 2025.

  20. Annual Incentives

    | | Below Threshold | Threshold | Target | Maximum | Actual | Payout | | Net Revenue - Original | < $3,261.0M | $3,261.0M | $3,326.2M | $3,391.4M | | | | Adjustments for Dispositions | (77.2)M | (77.2)M | (77.4)M | (77.6)M | | | | Net Revenue - Approved | < $3,183.8M | $3,183.8M | $3,248.8M | $3,313.8M | $3,244.9M | 96.98% | | Adjusted EBITDA - Original | < $632.2M | $632.2M | $702.4M | $772.7M | | | | Adjustments for Dispositions | (12.2)M | (12.2)M | (13.5)M | (14.9)M | | | | Adjusted EBITDA - Approved | < $620.0M | $620.0M | $688.9M | $757.8M | $631.2M | 58.11% | | Free Cash Flow - Original | < $183.8M | $183.8M | $210.0M | $236.3M | | | | Adjustments for Dispositions | (20.9)M | (20.9)M | (23.9)M | (26.9)M | | | | Free Cash Flow - Approved | < $162.9M | $162.9M | $186.1M | $209.4M | $219.4M | 200.00% | | Payout (% of target)(1) | 0% | 50% | 100% | 200% | | |

  21. Annual Incentives

    (1)For performance between goals, straight-line interpolation was applied. Based on 2025 actual results and the corresponding weighting for each metric, the payout percentage was approximately 116.22% of target for all NEOs.

  22. Annual Incentives

    | Executive(1) | Target Bonus (% of salary) | Target Bonus | Company Performance Achievement | 2025 Actual Bonus | | Suzanne Foster | 120% | $1,200,000 | 116.22% | $1,394,694 | | Jason Clemens | 100% | $670,000 | 116.22% | $778,704 | | Toby Scott Barnhart | 100% | $600,000 | 116.22% | $697,347 | | Russell Schuster | 100% | $450,000 | 116.22% | $523,010 | | Albert Prast | 100% | $450,000 | 116.22% | $523,010 |

  23. Long-Term Incentives

    Long-Term Incentives During 2025, annual equity awards to our NEOs were made in an equal combination of PSUs and RSUs, consistent with our historical approach. The number of shares is determined by dividing the target grant value by a 20-trading day volume weighted average price of the Company’s common stock as of the date immediately prior to the share determination date. In 2025, consistent with prior-year practice of making grants on or around February 1, the number of shares were determined as of January 31, 2025, with the grant formally being approved on February 1, 2025 by the Committee. As described in the “Grant of Plan-Based Awards” table below, the annual grant of PSUs granted in 2025 will generally cliff vest on February 1, 2028, subject to certification of Relative TSR performance versus the 2025 peer group over the three-year performance period, and the annual grant of RSUs vest ratably in equal installments on the first, second and third anniversary of February 1, 2025. Except as otherwise noted in the “Potential Payments Upon Termination or Change in Control,” awards of PSUs and RSUs are generally subject to the recipient’s continued employment through each vesting date. Our Relative TSR goals for PSUs are shown below.

  24. Long-Term Incentives

    | | Below Threshold | Threshold | Target | Maximum | | Relative TSR rank | <25th Percentile | 25th Percentile | 50th Percentile | ≥75th Percentile | | Payout (% target)(1) | 0% | 50% | 100% | 200% |

  25. Long-Term Incentives

    (1)For performance between goals straight-line interpolation will be applied. For performance below threshold (i.e., ranking below the 25th percentile relative to peers), no vesting will occur. The Compensation Committee, after considering individual performance and potential, market positioning, and input from ClearBridge, elected to increase the target annual equity award opportunities for certain executives to enhance the market competitiveness and support retention and alignment with long-term shareholder value creation. Half of the increases are delivered in at-risk compensation through PSUs tied to relative TSR performance vs. the compensation peer group. The following executives received increases: Ms. Foster (from $4,900,000 to $5,600,000), Mr. Clemens (from $1,950,000 to $2,600,000), and Mr. Prast (from $1,000,000 to $1,300,000).

  26. Long-Term Incentives

    | | | Equity Mix | | | Executive | Target Equity Value | PSUs | RSUs | | Suzanne Foster | $5,600,000 | 50% | 50% | | Jason Clemens | $2,600,000 | 50% | 50% | | Toby Scott Barnhart | $1,300,000 | 50% | 50% | | Russell Schuster(1) | $1,000,000 | 50% | 50% | | Albert Prast | $1,300,000 | 50% | 50% |

  27. Long-Term Incentives

    _____________________ (1)The table does not include Mr. Schuster’s CCO Inducement RSUs, which vest ratably in three equal installments on each anniversary of the grant date, subject to continued employment. In addition to his annual equity award, on February 1, 2025, per the terms of Mr. Schuster's employment agreement dated November 5, 2024, the Company granted Mr. Schuster an RSU award with an aggregate grant date value of $500,000, with such shares determined based on the 20-trading day volume weighted average price of the Company’s common stock as of the day immediately prior to the grant date, in accordance with the Company’s historical grant practices (the “CCO Inducement RSUs”). The CCO Inducement RSUs vest ratably in three equal installments on each anniversary of the grant date, subject to Mr. Schuster’s continued employment through the applicable vesting date. Status of Previously Granted PSUs No prior awards of PSUs were earned or vested during the year ended December 31, 2025. •2022 PSUs (Unearned): Our first award of PSUs based on Relative TSR was granted in the first quarter of 2022 and was eligible to vest in the first quarter of 2025. However, no shares vested based on the achievement of the corresponding performance goals. •2023 PSUs (Unearned): Our second award of PSUs based on Relative TSR was granted in the first quarter of 2023 and was eligible to vest in the first quarter of 2026. However, no shares vested based on the achievement of the corresponding performance goals. •2024 PSUs (Outstanding): Our third award of PSUs based on Relative TSR was granted in the first quarter of 2024 and is eligible to vest in the first quarter of 2027, subject to achievement of the corresponding performance goals. •2025 PSUs (Outstanding): Our fourth award of PSUs based on Relative TSR was granted in the first quarter of 2025 and is eligible to vest in the first quarter of 2028, subject to achievement of the corresponding performance goals.

  28. Item 402(x) of Regulation S-K

    Item 402(x) of Regulation S-K The following information is being provided as required by Item 402(x) of Regulation S-K. The Company’s long-standing practice has been to grant equity compensation on a pre-determined schedule at approximately the same time each year, with interim or off-cycle grants being reviewed and approved by the Committee as circumstances warrant. During 2025, the Company did not grant stock options or stock appreciation rights to its employees. The Committee and the Board did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and for 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  29. Summary Compensation Table

    Summary Compensation Table

  30. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Suzanne Foster(5) Chief Executive Officer | 2025 | 1,000,000 | — | 7,530,880 | — | 1,394,694 | 330,666 | 10,256,240 | | | 2024 | 561,577 | — | 6,592,784 | — | 1,236,857 | 534 | 8,391,752 | | | 2023 | — | — | — | — | — | — | — | | Jason Clemens Chief Financial Officer | 2025 | 670,000 | — | 3,496,474 | — | 778,704 | 10,680 | 4,955,858 | | | 2024 | 635,739 | — | 4,949,552 | — | 744,405 | 22,530 | 6,352,226 | | | 2023 | 520,000 | — | 1,256,827 | — | 587,808 | 18,780 | 2,383,415 | | Toby Scott Barnhart(5) Chief Operating Officer | 2025 | 600,000 | — | 1,748,251 | — | 697,347 | 516 | 3,046,114 | | | 2024 | 166,154 | 187,744 | 993,145 | — | — | 99 | 1,347,142 | | | 2023 | — | — | — | — | — | — | — | | Russell Schuster(5) Chief Commercial Officer | 2025 | 450,000 | 100,000(4) | 1,892,262 | — | 523,010 | 8,456 | 2,973,728 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Albert Prast Chief Technology Officer | 2025 | 450,000 | — | 1,748,251 | — | 523,010 | 1,606 | 2,722,867 | | | 2024 | 453,462 | — | 1,882,494 | — | 515,357 | 792 | 2,852,105 | | | 2023 | 450,000 | — | 837,896 | — | 508,680 | 792 | 1,797,368 |

  31. Summary Compensation Table

    _____________________ (1)The amounts reported in this column for 2025 represent the aggregate grant-date fair value of the restricted stock units granted during the fiscal year ended December 31, 2025, which was determined in accordance with FASB ASC 718. The amounts reported in this column reflect the grant-date fair value of the restricted stock units for accounting purposes and do not represent the actual economic value that may be realized by each NEO. There can be no assurance that these amounts will ever be realized. See note 13, Stockholders’ Equity, to our consolidated financial statements for the fiscal year ended December 31, 2025 to our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions used to calculate these values. (2)The amounts reported in this column for 2025 represent the annual performance-based incentive compensation earned with respect to 2025 by each NEO. The annual performance-based incentive compensation was paid in the first quarter of 2026. For additional information, please see “Compensation Discussion & Analysis — 2025 Compensation Decisions and Outcomes — Annual Incentives” above, and the summary to the “Potential Payments Upon Termination or Change in Control” table below. (3)The amounts reported as earned by each NEO in this column for 2025 represent the following: (i) for Ms. Foster,$191,640 for reimbursement of costs for a corporate apartment located in the New York metropolitan area, $124,288 for reimbursement of associated income tax relating to such corporate apartment, $10,500 for an employer matching contribution to the Company’s 401(k) plan, $2,972 for the value of non-cash compensation, including reimbursement of associated income tax, $750 for an employer matching contribution to the Company’s Health Savings Account, and $516 in life insurance premiums; (ii) for Mr. Clemens, $10,500 for an employer matching contribution to the Company’s 401(k) plan and $180 in life insurance premiums, (iii) for Mr. Barnhart, $516 in life insurance premiums; (iv) for Mr. Schuster, $5,077 for an employer matching contribution to the Company’s 401(k) plan, $2,549 for the value of non-cash compensation, including reimbursement of associated income tax, $664 for an employer matching contribution to the Company’s Health Savings Account, and $166 in life insurance premiums; and (v) for Mr. Prast, $1,524 in life insurance premiums, and $82 for the value of non-cash compensation, including reimbursement of associated income tax. (4)This amount represents the amount paid to Mr. Schuster in respect of his sign-on bonus pursuant to his employment agreement. For additional information, please see “— Narrative to Summary Compensation Table-Executive Employment Agreements” below. (5)Ms. Foster and Messrs. Barnhart and Schuster were not employed by the Company in the year ended December 31, 2023 and therefore were not NEOs in that year. Mr. Schuster was not a NEO of the Company in the year ended December 31, 2024.

  32. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth grants of plan-based awards to our NEOs as of December 31, 2025.

  33. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(2) | Maximum (#) | | | | Suzanne Foster | February 18, 2025 | 600,000 | 1,200,000 | 2,400,000 | — | — | — | — | — | | | February 1, 2025 | — | — | — | — | — | — | 271,090 | 2,933,194 | | | February 1, 2025 | — | — | — | 135,545 | 271,090 | 542,180 | — | 4,597,686 | | Jason Clemens | February 18, 2025 | 335,000 | 670,000 | 1,340,000 | — | — | — | — | — | | | February 1, 2025 | — | — | — | — | — | — | 125,863 | 1,361,838 | | | February 1, 2025 | — | — | — | 62,932 | 125,863 | 251,726 | — | 2,134,636 | | Toby Scott Barnhart | February 18, 2025 | 300,000 | 600,000 | 1,200,000 | — | — | — | — | — | | | February 1, 2025 | — | — | — | — | — | — | 62,932 | 680,924 | | | February 1, 2025 | — | — | — | 31,466 | 62,932 | 125,864 | — | 1,067,327 | | Russell Schuster | February 18, 2025 | 225,000 | 450,000 | 900,000 | — | — | — | — | — | | | February 1, 2025 | — | — | — | — | — | — | 50,597 | 547,460 | | | February 1, 2025 | — | — | — | — | — | — | 48,409 | 523,785 | | | February 1, 2025 | — | — | — | 24,205 | 48,409 | 96,818 | — | 821,017 | | Albert Prast | February 18, 2025 | 225,000 | 450,000 | 900,000 | — | — | — | — | — | | | February 1, 2025 | — | — | — | — | — | — | 62,932 | 680,924 | | | February 1, 2025 | — | — | — | 31,466 | 62,932 | 125,864 | — | 1,067,327 |

  34. Grants of Plan-Based Awards Table

    _____________________ (1)Annual cash bonus opportunities approved by the Committee on February 18, 2025 were made pursuant to the Company’s annual bonus plan. For Ms. Foster and Messrs. Clemens, Barnhart and Prast, equity awards granted on February 1, 2025 consisted of annual grants of service-based restricted stock units and performance-based restricted stock units which were made pursuant to the 2019 Stock Incentive Plan. For Mr. Schuster, equity awards granted on February 1, 2025 consisted of the CCO Inducement RSUs, and an annual grant of service-based restricted stock units and performance-based restricted stock units, each of which were made pursuant to the 2019 Stock Incentive Plan. (2)Restricted stock units reported in this column are earned based upon the achievement of certain relative total shareholder return goals as defined, and, if earned, vest on the third anniversary of February 1, 2025. (3)Restricted stock units reported in this column are eligible to vest 1/3rd on each of the first, second and third anniversaries of February 1, 2025. (4)The amounts reported in this column represent the aggregate grant-date fair value of the restricted stock units granted during the fiscal year ended December 31, 2025, which was determined in accordance with FASB ASC 718. These amounts reflect the grant-date fair value of the restricted stock units for accounting purposes and do not represent the actual economic value that may be realized by each named executive officer. There can be no assurance that these amounts will ever be realized. See note 13, Stockholders’ Equity, to our consolidated financial statements for the fiscal year ended December 31, 2025 to our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions used to calculate these values.

  35. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

  36. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table sets forth outstanding equity awards held by each of our NEOs as of December 31, 2025.

  37. Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(13) | | Suzanne Foster | May 20, 2024(1) | — | — | — | — | — | — | 46,886 | 466,985 | | | May 20, 2024(2) | — | — | — | — | — | — | 153,160 | 1,525,474 | | | May 20, 2024(3) | — | — | — | — | 459,480 | 4,576,421 | — | — | | | February 1, 2025(4) | — | — | — | — | — | — | 271,090 | 2,700,056 | | | February 1, 2025(5) | — | — | — | — | 542,180 | 5,400,113 | — | — | | Jason Clemens | March 8, 2023(6) | — | — | — | — | — | — | 11,991 | 119,430 | | | March 8, 2023(7) | — | — | — | — | 17,985 | 179,131 | — | — | | | February 5, 2024(8) | — | — | — | — | — | — | 92,742 | 923,710 | | | March 18, 2024(9) | — | — | — | — | — | — | 85,587 | 852,447 | | | March 31, 2024(10) | — | — | — | — | 111,290 | 1,108,448 | — | — | | | June 20, 2024(10) | — | — | — | — | 166,934 | 1,662,663 | — | — | | | February 1, 2025(4) | — | — | — | — | — | — | 125,863 | 1,253,595 | | | February 1, 2025(5) | — | — | — | — | 251,726 | 2,507,191 | — | — | | Toby Scott Barnhart | September 23, 2024(11) | — | — | — | — | — | — | 59,595 | 593,566 | | | February 1, 2025(4) | — | — | — | — | — | — | 62,932 | 626,803 | | | February 1, 2025(5) | — | — | — | — | 125,864 | 1,253,605 | — | — | | Russell Schuster | February 1, 2025(4) | — | — | — | — | — | — | 50,597 | 503,946 | | | February 1, 2025(4) | — | — | — | — | — | — | 48,409 | 482,154 | | | February 1, 2025(5) | — | — | — | — | 96,818 | 964,307 | — | — | | Albert Prast | February 1, 2021(12) | 180,021 | — | 8.50 | March 1, 2030 | — | — | — | — | | | February 1, 2021(12) | 89,451 | — | 4.38 | August 1, 2026 | — | — | — | — | | | March 8, 2023(6) | — | — | — | — | — | — | 7,994 | 79,620 | | | March 8, 2023(7) | — | — | — | — | 11,990 | 119,420 | — | — | | | February 5, 2024(8) | — | — | — | — | — | — | 47,560 | 473,698 | | | March 31, 2024(10) | — | — | — | — | 57,072 | 568,437 | — | — | | | June 20, 2024(10) | — | — | — | — | 85,606 | 852,636 | — | — | | | February 1, 2025(4) | — | — | — | — | — | — | 62,932 | 626,803 | | | February 1, 2025(5) | — | — | — | — | 125,864 | 1,253,605 | — | — |

  38. Outstanding Equity Awards at Fiscal Year End Table

    _____________________ (1)Represents a grant of restricted stock units eligible to vest on May 20, 2026. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (2)Represents a grant of restricted stock units eligible to vest 50% on each of May 20, 2026 and May 20, 2027. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (3)Represents a grant of restricted stock units eligible to vest on May 20, 2027 based upon the achievement of certain total shareholder goals, as defined. For purposes of this disclosure and in reliance on SEC rules, we have reasonably estimated that this award was tracking to achieve above target levels of performance as of December 31, 2025, the award is presented at maximum achievement (200% of target). For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (4)Represents grants of restricted stock units eligible to vest 1/3rd on each of the first, second and third anniversaries of February 1, 2025. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (5)Represents grants of restricted stock units eligible to vest on February 1, 2028 based upon the achievement of certain total shareholder goals, as defined. For purposes of this disclosure and in reliance on SEC rules, we have reasonably estimated that this award was tracking to achieve above target levels of performance as of December 31, 2025, and accordingly, the award is presented at maximum achievement (200% of target). For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (6)Represents grants of restricted stock units eligible to vest on February 1, 2026. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (7)Represents grants of restricted stock units eligible to vest on February 1, 2026 based upon the achievement of certain total shareholder goals, as defined. For purposes of this disclosure and in reliance on SEC rules, we have reasonably estimated that this award was tracking to achieve below threshold levels of performance as of December 31, 2025, and accordingly, the award is presented at threshold achievement (50% of target). For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (8)Represents grants of restricted stock units eligible to vest 50% on each of February 1, 2026 and February 1, 2027. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (9)Represents grants of restricted stock units eligible to vest 50% on each of March 18, 2026 and March 18, 2027. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (10)Represents grants of restricted stock units eligible to vest on February 1, 2027 based upon the achievement of certain total shareholder goals, as defined. For purposes of this disclosure and in reliance on SEC rules, we have reasonably estimated that this award was tracking to achieve above target levels of performance as of December 31, 2025, the award is presented at maximum achievement (200% of target). For additional information, see “—Narrative to Summary Compensation Table—Long-Term Incentives—2019 Stock Incentive Plan” above. (11)Represents grants of restricted stock units eligible to vest 50% on each of September 19, 2026 and September 19, 2027. For additional information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table-Long-Term Incentives-2019 Stock Incentive Plan” above. (12)Represents Company stock options substituted for previously granted AeroCare stock options in connection with the AeroCare transaction, which were fully vested as of February 1, 2021. (13)As of December 31, 2025, the fair market value of a share of our Common Stock was $9.96.

  39. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information concerning the vesting of stock awards held by our NEOs during the fiscal year ended December 31, 2025. There were no stock option exercises by our NEOs during the fiscal year ended December 31, 2025.

  40. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Suzanne Foster(1) | 123,465 | 1,142,051 | | Jason Clemens(2) | 113,710 | 1,148,985 | | Toby Scott Barnhart(3) | 29,797 | 264,895 | | Russell Schuster | — | — | | Albert Prast(4) | 52,644 | 539,075 |

  41. Option Exercises and Stock Vested Table

    _____________________ (1)Represents restricted stock units that vested on May 20, 2025, on which date the fair market value of a share of our Common Stock was $9.25. Ms. Foster received a total of 74,882 shares of our Common Stock in connection with the net settlement of her vested stock awards to cover required tax withholding obligations. (2)Represents restricted stock units that vested on February 1, 2025 and March 18, 2025, on which dates the fair market value of a share of our Common Stock was $10.24 and $9.88, respectively. Mr. Clemens received a total of 73,902 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (3)Represents restricted stock units that vested on September 19, 2025, on which date the fair market value of a share of our Common Stock was $8.89. Mr. Barnhart received a total of 22,542 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations. (4)Represents restricted stock units that vested on February 1, 2025, on which date the fair market value of a share of our Common Stock was $10.24. Mr. Prast received a total of 39,112 shares of our Common Stock in connection with the net settlement of his vested stock awards to cover required tax withholding obligations.

  42. Pension Benefits

    Pension Benefits We do not currently sponsor or maintain any defined benefit pension plans or other benefit plans providing specified retirement payments and benefits.

  43. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation On November 17, 2023, the Company adopted the AdaptHealth LLC Non-Qualified Deferred Compensation Plan (the “NQDC Plan”), an unfunded, non-qualified deferred compensation plan. Participation in the NQDC Plan is limited to a select group of management and highly compensated employees, including NEOs of the Company. The NQDC Plan was effective as of January 1, 2024. Under the NQDC Plan, participants may elect to defer receipt of between 1% and 80% of their base salary and between 1% to 100% of their annual cash bonus (other than any performance-based bonus). The Company may make contributions to the NQDC Plan in its sole discretion, but did not make any contributions on behalf of any NEOs during 2025. Participants may receive distributions of their account balances in either a lump sum or in annual installments upon either (i) a specified date, (ii) a separation from service, (iii) due to an unforeseeable emergency, or (iv) due to death or disability. Participants may select investment funds from a broad range of options. Earnings and losses on each account are determined based on the performance of the investment funds selected by the participant. The following table sets forth information concerning participant contributions made by our NEOs to the NQDC Plan and other activity related to the NQDC Plan during the fiscal year ended December 31, 2025.

  44. Non-Qualified Deferred Compensation

    | Name | Aggregate balance as of December 31, 2024 ($) | Executive contributions in the last FY ($) | Registrant contributions in the last FY ($) | Aggregate earnings in the last FY(1) ($) | Aggregate withdrawals/distributions ($) | Aggregate balance as of December 31, 2025 ($) | | Suzanne Foster | — | — | — | — | — | — | | Jason Clemens | 26,200 | 56,555 | — | 13,126 | — | 95,881 | | Toby Scott Barnhart | — | — | — | — | — | — | | Russell Schuster | — | — | — | — | — | — | | Albert Prast | — | — | — | — | — | — |

  45. Non-Qualified Deferred Compensation

    (1)Represents earnings on Mr. Clemens' account balance for 2025. This amount is not included in compensation reported in the Summary Compensation Table because the earnings are not preferential or above-market.

  46. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following summaries describe the potential payments and benefits that we would provide to our NEOs in connection with certain terminations of employment and/or change in control of the Company.

  47. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The information in the table below describes and quantifies certain estimated compensation that would have become payable to our NEOs following a change in control of the Company and/or certain terminations of employment of our NEOs assuming that the change in control and/or termination of employment occurred as of December 31, 2025.

  48. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance Payment ($) | Continued Benefits ($) | Value of Accelerated Equity Awards(1) ($) | Total ($) | | Suzanne Foster | | | | | | Termination by the Company without cause | 3,300,000 | 27,651(2) | 4,280,669 | 7,608,320 | | Termination by the Executive for good reason | 3,300,000 | 27,651(2) | 4,280,669 | 7,608,320 | | Termination by the Company without cause in connection with a change in control | 4,400,000 | 27,651(2) | 14,669,048 | 19,096,699 | | Termination upon death or disability | — | — | 14,669,048 | 14,669,048 | | Jason Clemens | | | | | | Termination by the Company without cause | 1,675,000 | 36,637(2) | — | 1,711,637 | | Termination by the Executive for good reason | 1,675,000 | 36,637(2) | — | 1,711,637 | | Termination by the Company without cause in connection with a change in control | 1,675,000 | 36,637(2) | 8,606,615 | 10,318,252 | | Toby Scott Barnhart | | | | | | Termination by the Company without cause | 1,800,000 | 26,407(2) | 296,778 | 2,123,185 | | Termination by the Executive for good reason | 1,800,000 | 26,407(2) | 296,778 | 2,123,185 | | Termination by the Company without cause in connection with a change in control | 1,800,000 | 26,407(2) | 2,473,974 | 4,300,381 | | Russell Schuster | | | | | | Termination by the Company without cause | 973,010 | 18,434(2) | — | 991,444 | | Termination by the Executive for good reason | 973,010 | 18,434(2) | — | 991,444 | | Termination by the Company without cause in connection with a change in control | 973,010 | 18,434(2) | 1,950,407 | 2,941,851 | | Termination upon death or disability | 523,010 | — | — | 523,010 | | Albert Prast | | | | | | Termination by the Company without cause | 1,198,010 | 26,377(2) | — | 1,224,387 | | Termination by the Executive for good reason | 1,198,010 | 26,377(2) | — | 1,224,387 | | Termination by the Company without cause in connection with a change in control | 1,198,010 | 26,377(2) | 3,974,219 | 5,198,606 | | Termination upon death or disability | 523,010 | — | — | 523,010 |

  49. Potential Payments Upon Termination or Change in Control

    (1)For the purposes of calculating the value of accelerated equity awards under the 2019 Stock Incentive Plan in connection with (i) with respect to all NEOs, a termination of employment by the Company without cause in connection with a change in control and, in addition, with respect to a termination of Ms. Foster’s employment due to death or disability, and (ii) with respect to Ms. Foster and Mr. Barnhart, a termination by the Company without cause or by the executive for good reason, and in reliance on SEC rules, we have assumed that any equity awards subject to performance-based vesting criteria were assumed or substituted based on a reasonable estimate of how the achievement of the equity awards were tracking compared to target levels of performance as of December 31, 2025. (2)The amounts reported in this column for Ms. Foster, Mr. Clemens, Mr. Barnhart and Mr. Prast reflect continued medical benefits for an 18-month period. The amounts reported in this column for Mr. Schuster reflect continued medical benefits for a 12-month period.

  50. Director Compensation

    Director Compensation The following table sets forth the material terms of the compensation received by each of our non-employee directors for the year ended December 31, 2025.

  51. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Dale Wolf | 190,000 | 201,079 | 391,079 | | Terence Connors | 150,000 | 201,079 | 351,079 | | Susan Weaver, M.D. | 120,000 | 201,079 | 321,079 | | Bradley Coppens | 130,000 | 201,079 | 331,079 | | David S. Williams III | 120,000 | 201,079 | 321,079 | | Ted Lundberg | 135,605(3) | 201,079 | 336,684 | | Greg Belinfanti | 124,810(4) | 201,079 | 325,889 | | Diana Nole | 120,000 | 201,079 | 321,079 |

  52. Director Compensation

    _____________________ (1)For the year ended December 31, 2025, each of our non-employee directors (with the exception of Mr. Lundberg and Mr. Belinfanti) received cash payments totaling $100,000. As noted in footnotes 3 and 4 below, the amounts reported for Mr. Lundberg and Mr. Belinfanti include the amount of the third and fourth quarter portions of their cash retainers that each of them elected to receive in the form of deferred restricted stock units (the “Deferred RSUs”) in accordance with the Company’s Non-Employee Director Fee Deferral Policy, as described in more detail in “—Narrative to Director Compensation” below. The amounts reported for each of Mr. Wolf, Mr. Connors and Mr. Coppens include additional cash payments totaling $70,000, $40,000 and $10,000, respectively, representing their annual retainer fees for their service as our Chairman, and chairs of our audit committee and compensation committee, respectively. The amounts reported for each of Mr. Wolf, Mr. Connors, Dr. Weaver, Mr. Coppens, Mr. Williams and Ms. Nole include additional cash payments totaling $20,000, $10,000, $20,000, $20,000, $20,000 and $20,000, respectively, representing fees for their service on certain committees. (2)Represents the aggregate grant-date fair value for accounting purposes, in accordance with FASB ASC 718, of 21,346 restricted stock units to each of our non-employee directors, granted pursuant to the Plan and approved by our compensation committee on June 26, 2025 and will vest 100% on the occurrence of our 2026 annual meeting of stockholders. Mr. Lundberg and Mr. Belinfanti each elected to receive their annual awards in the form of Deferred RSUs in accordance with the Company’s Non-Employee Director Fee Deferral Policy. For additional information, see “—Narrative to Director Compensation” below. (3)Mr. Lundberg received cash payments totaling $60,000, including $50,000 representing the portion of Mr. Lundberg’s retainer fees paid in cash plus $10,000 representing cash fees for Mr. Lundberg’s service as the chair of our corporate compliance and governance committee and a member of our audit committee. Pursuant to the Company’s Non-Employee Director Fee Deferral Policy, Mr. Lundberg elected to receive the deferred restricted stock units in lieu of his third and fourth quarter cash retainer fee and amounts for his committee service. Pursuant to his election, in addition to his annual grant, Mr. Lundberg was granted 8,026 Deferred RSUs, with an aggregate grant-date fair value for accounting purposes, in accordance with FASB ASC 718, of $75,605. For additional information, see “—Narrative to Director Compensation” below. (4)Mr. Belinfanti received cash payments totaling $60,000, including $50,000 representing the portion of Mr. Belinfanti’s annual retainer fees paid in cash plus $10,000 representing cash fees for Mr. Belinfanti’s service as a member of our compensation committee and corporate compliance and governance committee. Pursuant to the Company’s Non-Employee Director Fee Deferral Policy, Mr. Belinfanti elected to receive the deferred restricted stock units in lieu of his third and fourth quarter cash retainer fee and amounts for his committee service. Pursuant to his election, in addition to his annual grant, Mr. Belinfanti was granted 6,880 Deferred RSUs, with an aggregate grant-date fair value for accounting purposes, in accordance with FASB ASC 718, of $64,810. For additional information, see “—Narrative to Director Compensation” below.

  53. Narrative to Director Compensation

    Narrative to Director Compensation In 2025, the Compensation Committee reviewed the non-employee director compensation program relative to the compensation peer group. Based on this review, the Committee approved changes to improve market competitiveness, including (i) an increase to the annual equity retainer from $165,000 to $190,000 and (ii) an increase in the additional compensation for the Chairman from $100,000 to $140,000. Including these changes, our non-employee directors are eligible to receive (i) an annual cash retainer of $100,000 and (ii) a grant of restricted stock units in the amount of $190,000, determined based on the volume-weighted average price of a share of Common Stock as reported by NASDAQ for the 20 days immediately prior to the annual meeting of stockholders of the Company. The restricted stock unit awards granted to our non-employee directors during 2025 are credited with dividend equivalent rights in respect of any cash dividends paid while such restricted stock units are outstanding, which dividend equivalents are subject to the same vesting conditions as the applicable restricted stock units and are paid in cash, without interest, upon settlement of such units. Our non-employee directors are eligible to receive an additional annual retainer for their service as Chairman, and chair or members of certain committees (in cash or as a grant of restricted stock units (determined based on the volume-weighted average price of a share of Common Stock as reported by NASDAQ for the 20 days immediately prior to the date of grant), at the non-employee director’s election) in the following amounts: •$140,000 for our Chairman; •$40,000 for the chair of our Audit Committee; •$20,000 for each member of the Audit Committee; •$20,000 for the chairs of each of the Compensation Committee and Corporate Compliance and Governance Committee; and •$10,000 for each member of the Compensation Committee and Corporate Compliance and Governance Committee. Effective as of May 30, 2025, the Committee adopted a Non-Employee Director Fee Deferral Policy, which permits non-employee directors to elect, on an annual basis, to receive Deferred RSUs in lieu of their cash retainer fees (“Retainer RSUs”) and to defer the settlement of their annual grant of restricted stock units (“Annual Deferred RSUs”). Retainer RSUs vest at the same time as the corresponding cash retainer fees would have been paid absent the election (for 2025, in equal quarterly installments). Annual Deferred RSUs vest at the same time that the applicable non-employee director’s annual restricted stock unit award would have vested absent the election (for 2025 grants, upon the 2026 annual meeting of stockholders). All Deferred RSUs are settled within 30 days following the first to occur of (i) a change in control or (ii) the director’s termination of service. To elect to receive Deferred RSUs, non-employee directors must submit their deferral elections by the applicable submission deadline specified by the Company in accordance with Section 409A of the Code. During 2025, each of Mr. Lundberg and Mr. Belinfanti elected to receive both Retainer RSUs and Annual Deferred RSUs. Mr. Lundberg received a total of 29,372 Deferred RSUs with a grant-date value of $276,684, and Mr. Belinfanti received a total of 28,226 Deferred RSUs with a grant-date value of $265,889. In addition to the above, our non-employee directors are also subject to stock ownership guidelines and holding requirements, as outlined under "Stock Ownership Guidelines" in our "Compensation Discussion & Analysis". All non-employee directors covered by the policy are either currently compliant with the policy or expected to be compliant within the required timeframe.

  54. Pay Ratio Disclosure

    Pay Ratio Disclosure The total compensation of our Chief Executive Officer in 2025 was approximately 231 times the median pay of our full-time and part-time employees. We identified the median employee by including all W-2 employees as of December 31, 2025 who had received W-2 wages (or W-2 equivalents) during the calendar year. We then used the W-2 data to identify the median employee. We did not make any adjustments to the employee population or pay data in determining the median employee (e.g., no cost-of-living adjustments). For computing the ratio, we calculated such employee’s total annual compensation in the same manner in which we calculate total annual compensation for the CEO in the Summary Compensation Table. The total compensation of the median employee was calculated to be $44,368. We calculated the pay ratio by comparing our Chief Executive Officer’s compensation pursuant to Item 402(c)(2)(x), as detailed in the Summary Compensation Table. We divided this by the median employee’s total annual compensation. The ratio is $10,256,240 divided by $44,368, or 231 to 1.

  55. Pay Versus Performance

    Pay Versus Performance The following table provides information for the fiscal years 2025, 2024, 2023, 2022, and 2021 with respect to the compensation of our principal executive officers (“PEOs”), which includes both our current and former CEOs, the average compensation of our other NEOs, and the performance measures set forth in the table.

  56. Pay Versus Performance

    | | Principal Executive Officers (“PEOs”)(1) | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss)(5) ($MM) | Company Selected Measure: Adj. EBITDA(6) ($MM) | | | Summary Compensation Table Total | | | | Compensation Actually Paid Total(3) | | | | Average Other Non-PEO NEOs(2) | | | | | | | Fiscal Year | Current: Suzanne Foster | Former: Richard Barasch | Former: Stephen Griggs | Former: Luke McGee | Current: Suzanne Foster | Former: Richard Barasch | Former: Stephen Griggs | Former: Luke McGee | Summary Comp Table Total | Comp Actually Paid Total(3) | Company TSR(4) | Peer Group TSR(4) | | | | 2025 | $10,256,240 | n/a | n/a | n/a | $9,602,139 | n/a | n/a | n/a | $3,424,642 | $3,219,184 | $27 | $110 | $(66) | $631 | | 2024 | $8,391,752 | $2,074,106 | n/a | n/a | $8,347,867 | $2,060,486 | n/a | n/a | $4,122,211 | $2,675,520 | $25 | $93 | $95 | $689 | | 2023 | n/a | $2,265,183 | $10,437,819 | n/a | n/a | $2,048,248 | $1,893,765 | n/a | $2,440,283 | $(238,940) | $19 | $92 | $(675) | $671 | | 2022 | n/a | n/a | $4,724,344 | n/a | n/a | n/a | $4,296,449 | n/a | $2,823,510 | $1,841,864 | $51 | $87 | $73 | $594 | | 2021 | n/a | n/a | $3,935,883 | $8,061,871 | n/a | n/a | $2,710,254 | $(21,022,257) | $3,348,903 | $(523,574) | $65 | $109 | $158 | $566 |

  57. Pay Versus Performance

    _____________________ (1)For 2025, our PEO was Ms. Foster. For 2024, our PEOs included both our current CEO, Ms. Foster, and our former interim CEO, Mr. Barasch. For 2023, our PEOs included both our former interim CEO, Mr. Barasch, and our former CEO, Mr. Griggs. For 2022, our PEO was Mr. Griggs. For 2021, our PEOs included both Mr. Griggs and our former CEO, Mr. McGee. (2)For 2025, our non-PEO NEOs were Messrs. Clemens, Barnhart, Schuster, and Prast. For 2024, our non-PEO NEOs were Messrs. Clemens, Prast, Barnhart, Parnes, and Rietkerk, and Ms. Archbold. For 2023, our non-PEO NEOs were Messrs. Parnes, Clemens, Prast, and Rietkerk. For 2022, our non-PEO NEOs were Messrs. Parnes, Clemens, Joyce and Prast. For 2021, our non-PEO NEOs were Messrs. Parnes, Clemens, Prast and Bunting. (3)In calculating the “Compensation Actually Paid” (“CAP”) amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions as of the measurement date. Time-vested restricted stock/unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each vesting date. Performance-vested restricted stock unit fair values are calculated based on the Monte Carlo valuation model as of the date of grant. Adjustments have been made using performance-vested restricted stock unit fair values as of each measurement date using the stock price as of the measurement date and updated Monte Carlo assumptions. The assumptions used to calculate the fair value for purposes of determining CAP are consistent with the methodology used for calculating the grant date fair value for financial reporting purposes. There are no dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise included in the CAP amounts for the applicable year. (4)The Company Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year are calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the S&P Healthcare Services Select Industry Index, which is included in the Company’s TSR performance graph in this Proxy Statement. (5)Represents the amount of net income (loss), as reported in the Company’s audited GAAP financial statements for all years included in this table. (6)We have selected Adjusted EBITDA as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs to Company performance for fiscal year 2025. Our Compensation Committee determined the 2025 annual bonus outcome for eligible NEOs partially based on the achievement of this measure, which was adjusted for a litigation settlement expense that was approved by the Committee for purposes of determining Adjusted EBITDA for payment of the 2025 annual incentive for the Company's NEOs. See the section titled "Year in Review and Alignment of Company Performance with Pay" on page 23 of this Proxy Statement for additional information. In the calculation of CAP presented in the table, the following amounts were deducted and added:

  58. Reconciliation of Summary Compensation Table (“SCT”) total to Compensation Actually Paid (“CAP”)

    Reconciliation of Summary Compensation Table (“SCT”) total to Compensation Actually Paid (“CAP”)

  59. Reconciliation of Summary Compensation Table (“SCT”) total to Compensation Actually Paid (“CAP”)

    | | | FY2025 | | FY2024 | | | FY2023 | | | FY2022 | | FY2021 | | | | Description of Elements Added / Subtracted to SCT Total to Calculate CAP | | Current PEO Foster | Average Other NEOs | Current PEO Foster | Former PEO Barasch | Average Other NEOs | Former PEO Barasch | Former PEO Griggs | Average Other NEOs | Former PEO Griggs | Average Other NEOs | Former PEO Griggs | Former PEO McGee | Average Other NEOs | | Summary Compensation Table (“SCT”) Total | | $10,256,240 | $3,424,642 | $8,391,752 | $2,074,106 | $4,122,211 | $2,265,183 | $10,437,819 | $2,440,283 | $4,724,344 | $2,823,510 | $3,935,883 | $8,061,871 | $3,348,903 | | - | Pension and equity amounts reported in SCT | $7,530,880 | $2,221,309 | $6,592,784 | $474,408 | $2,914,398 | $743,274 | $7,257,900 | $1,372,050 | $3,698,882 | $1,963,262 | $2,795,498 | $5,808,758 | $2,474,283 | | + | Fair value of equity compensation granted in current year and outstanding at year end | $6,815,203 | $2,012,341 | $6,548,899 | $— | $1,618,903 | $186,726 | $294,606 | $434,705 | $3,950,263 | $2,096,688 | $1,569,869 | $— | $1,646,856 | | + | Change in fair value of equity granted in prior years that remains outstanding at current year end; reflects fair value at current year end - fair value at prior year end | $94,912 | $(5,647) | $— | $— | $12,040 | $— | $(2,179,990) | $(1,729,450) | $(504,103) | $(357,484) | $— | $— | $(1,549,939) | | - | Fair value of awards forfeited in current year valued at prior year end | $— | $— | $— | $— | $184,256 | $— | $— | $— | $— | $— | $— | $20,840,650 | $— | | + | Fair value of equity compensation granted and vested in current year | $— | $— | $— | $391,375 | $— | $471,798 | $948,505 | $— | $— | $— | $— | $— | $— | | + | Change in fair value of equity granted in prior years and vested in current year | $(33,336) | $9,157 | $— | $69,413 | $21,020 | $(132,185) | $(349,275) | $(12,428) | $(175,173) | $(757,588) | $— | $(2,434,720) | $(1,495,111) | | Compensation Actually Paid (“CAP”) | | $9,602,139 | $3,219,184 | $8,347,867 | $2,060,486 | $2,675,520 | $2,048,248 | $1,893,765 | $(238,940) | $4,296,449 | $1,841,864 | $2,710,254 | $(21,022,257) | $(523,574) |

  60. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure The following charts reflect the relationships between (i) CAP to our current and former PEOs, and the average of CAP to our non-PEO NEOs, to (ii) our cumulative TSR and our peer group TSR for the same period, our GAAP Net Income (Loss), and Adjusted EBITDA for the fiscal years 2021, 2022, 2023, 2024, and 2025. Note: For all charts above, PEOs are shown separately for the fiscal years in which the executive served in the PEO role, as follows: 2021 for our Former PEO, Mr. McGee (“Former PEO #3”); 2021, 2022, and 2023 for our Former PEO, Mr. Griggs (“Former PEO #2”); 2023 and 2024 for our Former PEO, Mr. Barasch (“Former PEO #1”), and 2024 and 2025 for our current CEO, Ms. Foster (Current PEO). Compensation data is not shown for fiscal years in which the executives were not employed by the Company.

  61. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following table lists our most important financial performance measures used to link CAP to our NEOs to company performance for fiscal year 2025.