Option Care Health (OPCH) Proxy filing summary

Executive summary

• Merger agreement signed October 5, 2026: Merger Sub will merge into the surviving corporation, which will become a wholly owned subsidiary of Onyx Bidco; eligible shares receive $32.05 cash per share.

• The $32.05 offer represents a 42% premium to the October 2, 2026 closing price of $22.64; closing was expected in H1 2027, subject to stockholder and regulatory approvals.

• Centerview gave the board a fairness opinion on October 5, 2026; the board unanimously approved the merger agreement and recommended all three proposals.

Voting matters and shareholder proposals

• Shareholders will vote on merger adoption, advisory approval of specified merger-related named executive officer compensation, and possible meeting adjournment to seek votes, establish a quorum, or distribute supplemental disclosures.

• Merger adoption requires approval by holders of a majority of all outstanding shares entitled to vote; the advisory compensation and adjournment proposals each require a majority of voting power present or represented.

• Abstentions count toward quorum and against each proposal; failure to vote has the effect of a vote against merger adoption, but no effect on the other two proposals.

Board of directors and corporate governance

• The board unanimously found the merger fair and advisable, approved the agreement, and recommended adoption; Centerview's opinion addressed financial fairness of the $32.05 consideration, not how shareholders should vote.

• The board-supervised sale process contacted 17 third parties and produced three non-binding bids; it selected the Investor Group's $32.05 offer after considering price, diligence, actionability, timing, and execution risk.

• The agreement has a no-shop with a fiduciary out, matching rights, and a termination fee; the board cited these protections and the pre-signing market check while noting the Investor Group rejected a go-shop.