Option Care Health (OPCH) Proxy filing summary

Executive summary

• Merger agreement signed October 5, 2026; each eligible share converts to $32.05 cash, a ~42% premium to the October 2, 2026 closing price of $22.64.

• CD&R-managed funds and McKesson are financing the ~$5.8 billion transaction; closing is expected in H1 2027, subject to stockholder and regulatory approvals.

• If completed, the surviving corporation becomes a wholly owned subsidiary of Onyx Bidco; shares will be delisted from Nasdaq and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• December 15, 2026 virtual special meeting: vote on merger adoption, advisory merger-related executive compensation, and adjournment if needed for votes, quorum, or supplemental disclosures.

• Board unanimously recommends FOR all three proposals; merger adoption requires affirmative votes from holders of a majority of outstanding shares entitled to vote.

• Advisory compensation approval is non-binding and not a closing condition; contractual merger-related compensation remains payable if the deal closes, subject to applicable conditions.

• As of the November 3, 2026 record date, 149,799,704 shares were entitled to vote; abstentions and non-votes have the same effect as AGAINST on merger adoption.

Board of directors and corporate governance

• The board unanimously found the transaction fair, advisable, and in stockholders’ best interests after reviewing alternatives and negotiating terms; it directed submission of the merger agreement for a vote.

• Sale process included outreach to 17 third parties and three non-binding bids; the board selected the $32.05 Investor Group offer, citing completed diligence, price, timing, and execution certainty.

• Centerview’s October 5, 2026 opinion found the $32.05 consideration fair from a financial point of view; its DCF per-share range was $25.65–$34.05.

• At closing, Merger Sub’s directors become directors of the surviving corporation; existing officers continue, subject to successors or earlier removal, resignation, or death.