Option Care Health (OPCH) Proxy filing summary

Executive summary

• Merger agreement signed October 5, 2026; CD&R and McKesson to acquire the business for $32.05/share in cash, implying ~$5.8B enterprise value and a ~37% premium to the October 5 closing price.

• CD&R is expected to own ~51% and McKesson ~49%; closing is expected in H1 2027, subject to stockholder and regulatory approvals, after which the shares will no longer be Nasdaq-listed.

• Previously issued 2026 financial guidance was withdrawn; Q3 2026 results were scheduled for November 4, 2026, without a live conference call.

Voting matters and shareholder proposals

• Stockholders must adopt the merger agreement by a majority of outstanding common shares entitled to vote; the board unanimously recommends adoption.

• A stockholder meeting is to be held within 40 days after mailing the definitive proxy, and no earlier than 20 business days after mailing; proxy solicitation is required absent termination or a recommendation change.

• Before approval, the board may change its recommendation or terminate for a Superior Proposal, subject to advance notice, Parent match rights and, for termination, the $145,963,976 fee.

Board of directors and corporate governance

• The board unanimously found the transaction fair and advisable and received a Centerview Partners opinion that $32.05/share was fair to eligible stockholders financially.

• After closing, Merger Sub’s directors are to serve as directors of the surviving corporation; incumbent officers are to remain in office, subject to successors or earlier departure.

• Indemnification and advancement protections for covered directors and officers continue for six years; D&O coverage or a tail policy is required for that period, subject to premium caps.