On February 2, 2026, the Company acquired the majority of the outstanding equity interests that it did not previously own in OneOncology, a physician-led national platform empowering independent medical specialty practices rooted in oncology, for total fair value consideration of $7,387.1 million, which included cash consideration of $4,648.7 million, $1,934.2 million of fair value of its previously held equity method investment, $752.1 million of estimated contingent consideration for certain OneOncology physicians and members of management that retained an 8% interest in OneOncology, and $52.0 million for the settlement of a receivable resulting from a pre-existing commercial arrangement between the Company and OneOncology. The Company funded the transaction through a combination of new debt financing (see Note 7) and cash on-hand. The Company believes the acquisition of OneOncology allows it to broaden its relationships with community oncology providers and to build on its leadership in specialty pharmaceuticals within its U.S. Healthcare Solutions reportable segment.

The purchase price has been preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition in the table that follows. The allocation as of June 30, 2026 is pending the finalization of the third-party appraisals of intangible assets and corresponding deferred taxes, the finalization of working capital and related account balances, and the lease right-of-use assets and liabilities. There can be no assurance that the estimated amounts recorded as of June 30, 2026 will represent the final purchase price allocation.


(in thousands)
Consideration
Cash	$	4,648,720
Fair value of previously held equity method investment in OneOncology	1,934,224
Estimated contingent consideration	752,141
Settlement of a receivable resulting from a pre-existing commercial relationship	51,990
Estimated fair value of total consideration	$	7,387,075

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	58,891
Accounts receivable	257,823
Inventories	13,177
Prepaid expenses and other	20,628
Property and equipment	482,389
Goodwill	3,873,771
Other intangible assets	3,062,000
Other assets	643,365
Total assets acquired	$	8,412,044

Accounts payable	$	14,772
Accrued expenses and other	192,713
Short-term debt	45,358
Long-term debt	323,985
Deferred income taxes	78,837
Other liabilities	364,386
Total liabilities assumed	$	1,020,051

Net assets acquired	$	7,391,993

Fair value of previously held equity method investment in OneOncology	(1,934,224)
Estimated contingent consideration	(752,141)
Settlement of a receivable resulting from a pre-existing commercial relationship	(51,990)
Noncontrolling interest	(4,918)
Total cash paid	4,648,720
Cash acquired	(58,891)
Net cash paid	$	4,589,829

As part of the acquisition, certain OneOncology physicians and members of management retained equity in OneOncology. The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense, which would be recognized over any future service period. The $752.1 million of contingent consideration relates to the retained equity units and represents purchase consideration, as there is no post-acquisition service requirement. The majority of the estimated contingent consideration was recorded at its fair value based on the unit price that the Company paid to acquire OneOncology multiplied by the number of equity units retained by OneOncology physicians and members of management, plus the fair value of an embedded option feature related to these equity units. The fair value of the retained units, including the embedded option feature, represents a Level 3 fair value measurement. The embedded option feature was valued using a Monte Carlo simulation, including assumptions related to the equity unit values, discount rate, and volatility.

The Company’s consolidated results of operations since the acquisition date include $820.0 million of revenue from the Management Services Organization and certain consolidated OneOncology practices. The operating results from the majority of the OneOncology practices are not consolidated. OneOncology’s operating results are consolidated as a component of the U.S. Healthcare Solutions reportable segment (see Note 13).

On January 2, 2025, the Company acquired an 85% interest in Retina Consultants of America (“RCA”) for $4,042.0 million in cash, $694.4 million of contingent consideration related to equity units for certain RCA physicians and members of management that retained the remaining 15% interest in RCA, $545.7 million for the settlement of a net receivable resulting from a pre-existing commercial relationship between the Company and RCA, and $393.1 million for contingent consideration payable to the sellers associated with RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028. The Company funded the cash purchase price through a combination of cash on hand and new debt financing. The Company believes the acquisition of RCA allows it to broaden its relationships with community providers and to build on its leadership in specialty pharmaceuticals within its U.S. Healthcare Solutions reportable segment.

As part of the acquisition, certain RCA physicians and members of management retained equity in RCA. The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense, which would be recognized over any future service period. The $694.4 million of contingent consideration for the retained equity units was concluded to be a part of the purchase price and initially recorded at its fair value at the time of the acquisition based on the unit price that the Company paid to acquire RCA times the number of equity units retained by RCA physicians and members of management, and represents a Level 3 fair value measurement. The equity units retained by RCA physicians have an embedded option feature that is a liability classified compensation arrangement and is being expensed ratably over a period of 1.5 years. The fair value of the embedded option feature was determined using a Black-Scholes model that included assumptions for the equity unit value, expected life, and volatility and represents a Level 3 fair value measurement. The Company recognized an expense of $143.6 million related to this embedded option feature and other incentive units granted in connection with the RCA acquisition in Acquisition and Divestiture-Related Deal and Integration Expenses in its Consolidated Statement of Operations for the nine months ended June 30, 2026. The Company’s estimated liability related to these equity units was $957.6 million and $815.2 million as of June 30, 2026 and September 30, 2025, respectively, and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheets.

The $393.1 million of contingent consideration represented an initial estimate for RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028 and provides for the potential payment to the sellers of up to $500 million in the aggregate. The fair value of this liability was determined based on a weighted probability of the achievement of these objectives and represents a Level 3 fair value measurement. The Company’s estimated liability related to the achievement of these predefined business objectives is $412.6 million and includes $300.0 million in Accrued Expenses and Other and $112.6 million in Other Liabilities on its Consolidated Balance Sheet as of June 30, 2026. The Company’s estimated liability was $412.6 million as of September 30, 2025 and was recorded in Other Liabilities on its Consolidated Balance Sheet.


(in thousands)
Consideration
Cash	$	4,042,007
Total estimated contingent consideration	1,087,450
Settlement of a net receivable resulting from a pre-existing commercial relationship	545,738
Estimated fair value of total consideration	$	5,675,195

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	143,312
Accounts receivable	450,744
Inventories	110,564
Prepaid expenses and other	12,866
Property and equipment	173,098
Goodwill	4,780,042
Other intangible assets	178,000
Deferred income taxes	40,903
Other assets	182,307
Total assets acquired	$	6,071,836

Accounts payable	$	72,385
Accrued expenses and other	163,499
Accrued income taxes	4,258
Other liabilities	156,164
Total liabilities assumed	$	396,306

Net assets acquired	$	5,675,530

Total estimated contingent consideration	(1,087,450)
Settlement of a net receivable resulting from a pre-existing commercial relationship	(545,738)
Noncontrolling interest	(335)
Total cash paid	4,042,007
Cash acquired	(143,312)
Net cash paid	$	3,898,695