You are cordially invited to attend a special meeting of stockholders of Option Care Health, Inc., a Delaware corporation (the “Company”), which will be held virtually on [•], 2026 at [•] [a.m.]/[p.m.], Central Time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/OPCH2026SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. Please note that the accompanying proxy statement is dated [•], 2026 and the form of proxy is first being mailed to holders (“Company stockholders”) of shares of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) on or about [•], 2026.

At the Special Meeting, you will be asked to consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of October 5, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Onyx Bidco LLC, a Delaware limited liability company (“Parent”), and Onyx Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) on the terms and conditions set forth in the Merger Agreement. Parent and Merger Sub were formed by investment funds managed by Clayton, Dubilier & Rice, LLC (“CD&R”).

If the Merger is completed, you will be entitled to receive $32.05 in cash, without interest thereon (the “Merger Consideration”), for each issued and outstanding share of Company Common Stock that you own as of immediately prior to the effective time of the Merger (the “Effective Time”), unless you seek and perfect, and have not withdrawn, your statutory rights of appraisal under Delaware law, and specifically, the DGCL.

The board of directors of the Company (the “Company Board”) has unanimously (i) determined that it is fair to, and in the best interests of, the Company and the Company’s stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted to the Company stockholders for consideration by the Company stockholders at a meeting thereof.

Accordingly, the Company Board recommends a vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the non-binding, advisory proposal regarding specified compensation for the Company’s named executive officers and “FOR” the proposal to approve any adjournment of the Special Meeting.

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the proxy statement, the accompanying annexes and any documents incorporated by reference in the proxy statement carefully and in their entirety.

Your vote is important, regardless of the number of shares of Company Common Stock you own. The Merger cannot be completed unless the Merger Agreement is adopted by Company stockholders holding a majority of the issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Only stockholders of record as of the close of business on [•], 2026, the record date for the Special Meeting (the “Record Date”), or those holding a valid proxy, are entitled to receive notice of and to vote the shares of Company Common Stock they held on the Record Date at the Special Meeting. Regardless of whether you plan to attend the Special Meeting, we urge you

to vote or submit a proxy via the Internet, via telephone or via mail by following the instructions shown on the enclosed proxy card. We encourage you to submit your vote as soon as possible. If you attend the Special Meeting, you may vote electronically at the Special Meeting even if you have previously submitted a proxy; your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you have any questions or need assistance voting your shares, please contact the Company’s proxy solicitor at:

On behalf of the Company Board, I thank you for your ongoing support and appreciate your consideration of these matters.

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Option Care Health, Inc., a Delaware corporation (the “Company”), will be held virtually on [•], 2026 at [•] [a.m.]/[p.m.], Central Time, for the following purposes:

These items of business are more fully described in the accompanying proxy statement.

The record date for the Special Meeting is [•], 2026 (the “Record Date”). Only holders (“Company stockholders”) of shares of Company Common Stock as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

All Company stockholders are cordially invited to attend the Special Meeting. Similar to annual stockholder meetings, the Company will conduct the Special Meeting solely via the Internet through a live webcast. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/OPCH2026SM and by using the 16-digit control number included in their proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

The board of directors of the Company recommends that Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Under Delaware law, Company stockholders of record and beneficial owners of Company Common Stock (and record and beneficial owners of Company Common Stock held either in a voting trust or by a nominee on behalf of such persons)

who do not vote in favor of the adoption of the Merger Agreement and who otherwise comply with the requirements under Section 262 of the Delaware General Corporation Law (the “DGCL”) will have the right to seek appraisal of the “fair value” of their shares of Company Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest thereon, as described in the accompanying proxy statement), as determined by Section 262 of the DGCL. To do so, a Company stockholder of record or beneficial owner of Company Common Stock must properly deliver a written demand for appraisal to the Company before the vote is taken on the Merger Agreement and comply with all applicable requirements of the DGCL, including the requirements of Section 262 of the DGCL, which are summarized in the section of the accompanying proxy statement titled “Appraisal Rights.” A copy of Section 262, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated in this notice by reference.

Regardless of whether you plan to attend the Special Meeting, we urge you to vote or submit a proxy via the Internet, via telephone or via mail by following the instructions shown on the enclosed proxy card. We encourage you to submit your vote as soon as possible. If you attend the Special Meeting, you may vote electronically at the Special Meeting even if you have previously submitted a proxy; your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Regardless of whether you plan to attend the Special Meeting, we urge you to vote or submit a proxy via the Internet, via telephone or via mail by following the instructions shown on the enclosed proxy card. We encourage you to submit your vote as soon as possible. If you have Internet access, we encourage you to record your vote via the Internet. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”) and your voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Special Meeting with the 16-digit control number indicated on that voting instruction form. Otherwise, if you cannot locate your control number, Company stockholders who hold their shares in “street name” should contact their bank, broker, or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number in order to be able to attend, participate in, or vote at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are a Company stockholder of record, voting electronically at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must either follow the instructions above to obtain your 16-digit control number or provide a “legal proxy” to vote in person at the Special Meeting. You should contact your bank, broker or other nominee to obtain a legal proxy.

If you fail to (a) return your proxy card, (b) grant your proxy electronically over the Internet or by telephone or (c) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the Advisory Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire proxy statement and the accompanying annexes, including the Merger Agreement attached as Annex A, along with all of the documents incorporated by reference in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Please contact our proxy solicitor if you have any questions concerning the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement; the Special Meeting or the accompanying proxy statement; would like additional copies of the accompanying proxy statement; or need help voting your shares of Company Common Stock:

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a holder of Company Common Stock. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to and incorporated by reference in this proxy statement.

On October 5, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, if the Merger is completed, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.

You are receiving this proxy statement in connection with the solicitation of proxies by the Company Board in favor of the Merger Proposal and the other matters to be voted on at the Special Meeting as described in this proxy statement.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than (A) the Owned Company Shares and (B) the Dissenting Company Shares) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to the Merger Consideration, and (ii) each Owned Company Share will be automatically cancelled and extinguished without any conversion thereof or consideration paid therefor. Dissenting Company Shares will not be converted into the right to receive the Merger Consideration and, instead, holders or beneficial owners thereof who have properly exercised and perfected appraisal rights in accordance with Section 262 of the DGCL will be entitled to payment of the fair value of such shares in accordance with Section 262 of the DGCL, unless and until such appraisal rights are not perfected or are effectively withdrawn, waived or otherwise lost, in which case such shares will be treated as having been converted at the Effective Time into the right to receive the Merger Consideration, without interest thereon.

The exchange of shares of Company Common Stock for cash pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. For a more detailed description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement titled “The Merger — Material U.S. Federal Income Tax Considerations.” You are urged to consult your own tax advisor for a full understanding of how the Merger will affect you for federal, state, local and/or non-U.S. tax purposes.

The Merger Consideration of $32.05 per share of Company Common Stock in cash represents a premium of approximately 42% above the closing price per share of Company Common Stock of $22.64 on October 2, 2026 (the second to last trading day prior to the announcement of the Transactions). On October 21, 2026, the most recent practicable date before the filing of this proxy statement, the closing price of Company Common Stock was $31.29 per share. You are encouraged to obtain current market quotations for Company Common Stock in connection with voting your shares of Company Common Stock.

At the Effective Time, each Company Option outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the Option Consideration. The amount of cash each holder is entitled to receive with respect to its Company Options will be rounded down to the nearest cent and computed after aggregating cash amounts for all Company Options held by such holder. Each Company Option outstanding as of immediately prior to the Effective Time that has an exercise price that is equal to or greater than the Merger Consideration will be cancelled and extinguished at the Effective Time without any present or future right to receive any consideration.

At the Effective Time, each Vested Company RSU will automatically be cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the RSU Consideration.

At the Effective Time, each Unvested Company RSU will automatically be cancelled and converted into a Converted RSU Cash Award. Each Converted RSU Cash Award will (x) continue to have, and be subject to, the same terms and conditions (excluding any additional dividend equivalent rights, which will not apply following the Effective Time), including vesting terms and conditions, as applied to the corresponding Company RSU immediately prior to the Effective Time, and (y) provide for accelerated vesting upon a qualifying termination of employment prior to the applicable vesting date in accordance with the terms of the applicable award agreement or other Employee Plan (as defined in the Merger Agreement) that provides for accelerated vesting of Company RSUs upon a qualifying termination.

At the Effective Time, each Company PSU that was granted prior to the date of the Merger Agreement, other than any Company PSU that is granted during the Interim Period, outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be (i) deemed vested with respect to the number of shares of Company Common Stock issuable pursuant to such Company PSU determined (x) for any Company PSU with a performance period that has concluded prior to the Effective Time, based on actual achievement of the applicable performance goals, and (y) for any Company PSU with a performance period that has not concluded prior to the Effective Time, assuming target performance, and (ii) cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the PSU Consideration.

The Special Meeting will be held virtually on [•], 2026 at [•] [a.m.]/[p.m.], Central Time (unless adjourned or postponed to a different date and time), at www.virtualshareholdermeeting.com/OPCH2026SM. The Company is conducting the Special Meeting solely via the Internet through a live webcast. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/OPCH2026SM and by using the 16-digit control number included in their proxy materials.

The record date for the Special Meeting is [•], 2026. Only stockholders of record as of the close of business on the Record Date, or those holding a valid proxy, are entitled to vote the shares of Company Common Stock they held as of the Record Date at the Special Meeting. As of the close of business on the Record Date, there were [•] shares of Company Common Stock issued and outstanding and entitled to vote. On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such stockholder on the Record Date.

The Company is hosting the Special Meeting virtually. There will be no physical location for stockholders to attend. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/OPCH2026SM and by using the 16-digit control number included in their proxy materials.

Stockholders of record: If your shares of Company Common Stock were registered directly in your name with our transfer agent, Equiniti Trust Company, in order to participate in the Special Meeting, you will need your 16-digit control number included in your proxy materials. If you are a Company stockholder of record, you may vote electronically during the Special Meeting by following the instructions available at www.virtualshareholdermeeting.com/OPCH2026SM.

Stockholders holding shares in “street name”: If your shares of Company Common Stock are beneficially held in “street name” through a bank, broker or other nominee and your voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Special Meeting with the 16-digit control number indicated on that voting instruction form. Otherwise, if you cannot locate your control number, Company stockholders who hold their shares in “street name” should contact their bank, broker, or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number in order to be able to attend, participate in, or vote at the Special Meeting. Your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement (or otherwise submit your vote instructions by Internet or telephone, as available). If you wish to attend the Special Meeting and vote in person (which will have the same effect as revoking any previously submitted voting instructions), you must either follow the instructions above to obtain your 16-digit control number or provide a legal proxy from your broker, bank or other nominee reflecting the number of shares of Company Common Stock you held as of the Record Date, your name and email address. You should contact your bank, broker or other nominee to obtain a legal proxy.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/OPCH2026SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We encourage you to access the meeting at least fifteen (15) minutes prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

At the Special Meeting, Company stockholders will be asked to consider and vote on the following proposals:

In order to have a quorum at the Special Meeting, holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting must be present in person or represented by proxy. Abstentions are counted for purposes of determining whether a quorum is present. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine.

If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment of the meeting to another date or time, subject to the terms of the Merger Agreement.

On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such stockholder on the Record Date.

The table below illustrates the voting options, vote required, and effect of abstentions and broker non-votes for each proposal, assuming a quorum is present at the Special Meeting (unless otherwise set forth below with respect to the Adjournment Proposal):

Under NYSE rules, which also apply to Nasdaq-listed companies, brokers have discretion to vote the shares of customers who fail to provide voting instructions on “routine matters,” but brokers may not vote such shares on “non-routine matters” without voting instructions. When a broker is not permitted to vote the shares of a customer who does not provide voting instructions, it is called a “broker non-vote.” If you do not provide your broker with voting instructions, your broker will not be able to vote your shares with respect to (i) the Merger Proposal, (ii) the Advisory Compensation Proposal and (iii) the Adjournment Proposal.

The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

The Company Board unanimously recommends a vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

For a discussion of the factors that the Company Board considered in determining to recommend that the Company stockholders adopt the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Company Board.”

Yes. In considering the recommendation of the Company Board with respect to the Merger Agreement, you should be aware that certain of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of Company stockholders generally. In addition, the Company Board was aware of and considered these interests, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be approved by the Company stockholders. See the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

The SEC, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require the Company to seek an advisory, non-binding vote with respect to certain payments that may be made to the Company’s named executive officers in connection with the Merger, including the payments summarized in the “golden parachute compensation” table and related narrative compensation disclosures regarding the Company’s named executive officers set forth in “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers.”

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to approve the Merger Proposal. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Company Board, Parent or the Surviving Corporation. Accordingly, because the Company is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the Company stockholders and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of this advisory, non-binding vote.

The Record Date for the Special Meeting is earlier than the date of the Special Meeting. If you sell or transfer your shares of Company Common Stock after the Record Date, but before the Special Meeting, you will retain your right to vote such shares at the Special Meeting. However, the right to receive the Merger Consideration will pass to the person to whom you transferred your shares. In order to receive the Merger Consideration in connection with the Merger, you must hold your shares of Company Common Stock through the Effective Time. In addition, if you demand appraisal for any of your shares of Company Common Stock, you will lose your right to appraisal with respect to any such shares that you thereafter sell or transfer prior to the Effective Time.

A proxy is your legal designation of another person to vote your shares of Company Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company Common Stock is called a “proxy card.”

Regardless of the method you choose to vote, the individuals named on the accompanying proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

If you are a Company stockholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the Special Meeting, as applicable, by (i) mailing a proxy card dated later than your last submitted proxy card, (ii) authorizing a new proxy to vote on a later date on the Internet or by telephone (it being

understood that only your latest Internet or telephone proxy submitted prior to the Special Meeting will be counted), (iii) notifying the Corporate Secretary of the Company in writing before the Special Meeting begins or (iv) voting during the Special Meeting (attendance at the Special Meeting will not, by itself, revoke the proxy). If your shares are held beneficially in “street name,” you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy.

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, to be the “stockholder of record.” In that case, this proxy statement and your proxy card have been sent directly to you by the Company.

If you are a Company stockholder of record as of the Record Date, you may vote or submit a proxy via the Internet, via telephone or by mail by following the instructions on the enclosed proxy card. You may also vote your shares by ballot via the Internet during the Special Meeting. Regardless of whether you plan to attend the Special Meeting, we urge you to submit your vote by proxy as early as possible to ensure that your shares will be represented. For more detailed instructions on how to vote using one of these methods, see the section of this proxy statement titled “The Special Meeting — Voting Procedures.”

If you are a Company stockholder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote your shares in favor of each of the Merger Proposal, the Advisory Compensation Proposal and, if necessary or appropriate, the Adjournment Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Company Common Stock (i.e., you hold in “street name”). In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the Company stockholder of record.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”) and your voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Special Meeting with the 16-digit control number indicated on that voting instruction form. Otherwise, if you cannot locate your control number, Company stockholders who hold their shares in “street name” should contact their bank, broker, or other nominee (preferably at least five days before the Special Meeting) and obtain their 16-digit control number in order to be able to attend, participate in, or vote at the Special Meeting. Your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement (or otherwise submit your vote instructions by Internet or telephone, as available). Without providing those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

If you abstain from voting with respect to any proposal, it will have the same effect as a vote “AGAINST” each of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

If you fail to cast your vote via the Internet during the Special Meeting or by proxy or fail to give voting instructions to your bank, broker or other nominee, any such failure will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your shares of Company Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Company Common Stock. If you are a Company stockholder of record and your shares of Company Common Stock are registered in more than one name, you will receive more than one proxy card. Please submit your proxy and/or voting instructions for each set of materials that you receive to ensure that all your shares of Company Common Stock are voted.

If available, we may announce preliminary voting results at the conclusion of the Special Meeting. We intend to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that the Company files with the SEC are publicly available when filed. For more information, see the section of this proxy statement titled “Where You Can Find Additional Information.”

If the Merger is completed, and certain conditions set forth in Section 262(g) of the DGCL are satisfied, the Company stockholders that are holders of record and beneficial owners of Company Common Stock who continuously hold shares of Company Common Stock through the Effective Time and who do not vote such shares in favor of the adoption of the Merger Agreement, and beneficial owners of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such person who beneficially owns shares of Company Common Stock through the Effective Time that are not voted in favor of the adoption of the Merger Agreement, and in either case who properly demand appraisal of their applicable shares and do not withdraw their demands or otherwise lose their rights to appraisal, and who otherwise comply with the applicable requirements of Section 262 of the DGCL, will be entitled to seek appraisal of their shares of Company Common Stock in connection with the Merger under Section 262 of the DGCL. This means such holders of record and beneficial owners of shares of Company Common Stock will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court (or, in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). Holders of record and beneficial owners of Company Common Stock who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in additional detail in this proxy statement, and Section 262 of the DGCL regarding appraisal rights is accessible without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply with the provisions of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights. See the section of this proxy statement titled “Appraisal Rights.”

We are working toward completing the Merger as promptly as possible, and currently expect the Merger to close in the first half of calendar year 2027, pending the receipt of applicable regulatory approvals and a stockholder vote in favor of the adoption of the Merger Agreement. However, the exact timing of completion of the Merger cannot be accurately predicted, because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent’s, Merger Sub’s and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control.

If the Merger is consummated, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue to exist following the Merger as a wholly owned subsidiary of Parent. Following completion of the Merger, shares of Company Common Stock will be delisted from Nasdaq, and the registration of shares of Company Common Stock under the Exchange Act will be terminated.

If the Merger Proposal is not approved by the Company stockholders, or if the Merger is not completed for any other reason, the Company stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, shares of Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, the Company will continue to file periodic and other reports with the SEC and the Company stockholders will continue to own their shares of Company Common Stock and be subject to the same general risks and opportunities as they currently are with respect to their ownership of shares of Company Common Stock.

If the Merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the market price of Company Common Stock may decline to the extent that the current market price of Company Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely affected. Pursuant to the Merger Agreement, under certain circumstances, the Company is permitted to terminate the Merger Agreement in order to enter into an alternative transaction and may be obligated to pay to Parent the Company Termination Fee. Further, under certain circumstances, Parent may be obligated to pay the Company the Parent Termination Fee. See the sections of this proxy statement titled “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Termination Fees.”

We have implemented a process known as “householding.” Under this process, we may send a single copy of this proxy statement to multiple Company stockholders who share the same address, unless we have received different instructions from any of the Company stockholders. This method helps reduce the environmental impact of our stockholder meetings and lowers our printing and mailing costs. Company stockholders who participate in householding will still receive separate proxy cards. If a Company stockholder chooses not to participate in householding, they can request a separate copy of this proxy statement, which we will promptly deliver upon request.

If you need assistance in voting your shares or have questions regarding the Special Meeting, please contact our proxy solicitor:

This proxy statement includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Merger, the expected timeline for completing the Merger and the expected benefits of the Merger and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. If any of these risks materialize, or if any of the assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this proxy statement. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others:

Although the Company has attempted to identify important risk factors, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this proxy statement. The Company cautions you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this proxy statement. Any forward-looking statement made by the Company in this proxy statement speaks only as of the date hereof. The Company undertakes no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Option Care Health, Inc. is the largest independent provider of home and alternate site infusion services. The Company draws on over 40 years of clinical care experience to offer patient-centered, cost-effective infusion therapy. The Company’s infusion services include the clinical management of infusion therapy, nursing support and care coordination. The Company’s multidisciplinary team of more than 5,000 clinicians, including pharmacists, pharmacy technicians, nurses and dietitians, is able to provide infusion service coverage for nearly all patients across the United States needing treatment for complex and chronic medical conditions.

The Company contracts with managed care organizations, third-party payers, hospitals, physicians and other referral sources to provide pharmaceuticals and complex compounded solutions to patients for intravenous delivery in the patients’ homes or other nonhospital settings. Our services are provided in coordination with, and under the direction of, the patient’s physician. Our multidisciplinary team of clinicians, including pharmacists, pharmacy technicians, nurses and dietitians, works with the physician to develop a plan of care suited to each patient’s specific needs. We provide home infusion services consisting of anti-infectives, nutrition support, chronic inflammatory disorders, neurological disorders, immunoglobulin therapy, and other therapies for chronic and acute conditions. The Company operates in one segment, infusion services.

The Company’s operating model enables it to provide favorable outcomes to its stakeholders as follows:

Shares of Company Common Stock are listed on Nasdaq under the symbol “OPCH.” Our principal executive offices are located at 3000 Lakeside Dr. #300N, Bannockburn, IL 60015. Our telephone number is (312) 940-2443. Our website address is www.optioncarehealth.com. The information contained on, or that can be accessed through, our

website is not incorporated by reference into or otherwise part of this proxy statement or any future documents that may be filed with the SEC and should not be considered part of this proxy statement. Additional information about the Company is contained in our public filings. See the section of this proxy statement titled “Where You Can Find Additional Information.”

Parent is a Delaware limited liability company formed on October 1, 2026 solely for the purpose of entering into the Merger Agreement, and subject to the terms and conditions thereof, completing the Transactions and the Financing. Parent has not engaged in any business activities other than in connection with the Transactions. After the Closing, Parent will be the parent company of the Company.

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent formed on October 1, 2026 solely for the purpose of entering into the Merger Agreement, and subject to the terms and conditions thereof, completing the Transactions and the Financing. Merger Sub has not engaged in any business activities other than in connection with the Transactions. Upon the Closing, Merger Sub will cease to exist. At the Effective Time, the Surviving Corporation will be indirectly owned by members of the Investor Group.

For more information, see the section of this proxy statement titled “The Merger — Financing of the Merger.”

We are furnishing this proxy statement to the Company stockholders as part of the solicitation of proxies by the Company Board for use at the Special Meeting and at any adjournments or postponements thereof.

The Special Meeting will be held virtually on [•], 2026, at [•] [a.m.] / [p.m.], Central Time (unless adjourned or postponed to a different date and time). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/OPCH2026SM and by using the 16-digit control number included in your proxy materials, where you, or your proxy, will be able to vote electronically. The Company is conducting the Special Meeting solely via the Internet through a live webcast.

At the Special Meeting, Company stockholders will be asked to consider and vote on the following proposals:

A copy of the Merger Agreement is attached as Annex A to this proxy statement.

The Company Board has unanimously (i) determined that it is fair to, and in the best interests of, the Company and the Company stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted to the Company stockholders for consideration by the Company stockholders at a meeting thereof. Accordingly, the Company Board recommends that Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

For a discussion of the factors that the Company Board considered in determining to recommend the adoption of the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Company Board.”

The record date for the Special Meeting is [•], 2026. Only stockholders of record as of the close of business on the Record Date, or those holding a valid proxy, are entitled to receive notice of and to vote the shares of Company Common Stock they held on the Record Date at the Special Meeting. As of the close of business on the Record Date, [•] shares of Company Common Stock were issued and outstanding and entitled to be voted at the Special Meeting. On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such stockholder on the Record Date.

A list of Company stockholders of record as of the Record Date will be available for examination during the ten days preceding the Special Meeting. If you wish to review the stockholder list, please e-mail OCH-CorporateSecretary@optioncare.com to schedule an appointment.

As of the Record Date, [•] shares of Company Common Stock were outstanding. In order to have a quorum at the Special Meeting, holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting must be present in person or represented by proxy. Abstentions are counted for purposes of determining whether a quorum is present. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine.

If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment of the meeting to another date or time, subject to the terms of the Merger Agreement. If a quorum shall fail to attend the Special Meeting, the chair of the Special Meeting or the Company stockholders holding a majority of the voting power of the shares of Company Common Stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another time and/or place, in each case subject to the terms of the Merger Agreement. The inspector of election appointed for the Special Meeting will determine whether a quorum is present.

On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such Company stockholder on the Record Date.

Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting as of the close of business on the Record Date. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a Company stockholder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Merger Agreement, approval of the Merger Proposal by the Company stockholders is a condition to the consummation of the Merger.

Assuming a quorum is present, the approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a Company stockholder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Advisory Compensation Proposal and abstentions will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal. The approval of the Advisory Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to approve the Merger Proposal. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Company Board, Parent or the Surviving Corporation. Accordingly, because the Company is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the Company stockholders and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of this advisory, non-binding vote.

Assuming a quorum is present, the approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a Company stockholder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal and abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

Broadridge Financial Solutions, Inc. has been engaged as the independent inspector of election for the Special Meeting.

Regardless of whether you plan to attend the Special Meeting, your careful consideration of, and vote on, the Merger Agreement is important and we encourage you to submit your vote as soon as possible.

If you are a registered owner of shares of Company Common Stock, to ensure that your shares of Company Common Stock are voted at the Special Meeting, we recommend that you promptly submit your proxy, even if you plan to attend the Special Meeting virtually, using one of the following three methods:

The Internet and telephone procedures for submitting proxies are designed to authenticate your identity and to allow you to cause your shares of Company Common Stock to be voted for the matters brought before the Special Meeting as described in this proxy statement and confirm that your proxy has been properly recorded.

If you submit your proxy via the Internet, by telephone or by completing, signing and returning the accompanying proxy card by mail, the persons named as proxies will vote your shares according to your instructions. If you are a stockholder with shares of Company Common Stock registered in your name and submit your proxy but do not direct the persons named as proxies how to vote your shares on a proposal to be brought before the Special Meeting, the persons named as proxies will vote your shares in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

If a beneficial owner of shares of Company Common Stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds its shares with specific voting instructions, then, under applicable rules, the organization that holds its shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon one or more matters for which the applicable rules provide discretionary authority or for which voting instructions have been provided but do not vote on a particular proposal because they do not have discretionary authority to vote on that matter and have not received specific voting instructions on that matter from the beneficial owner of relevant shares. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine. As a result, no broker will be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the Merger Proposal.

If you are a Company stockholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the Special Meeting, as applicable, by (i) mailing a proxy card dated later than your last submitted proxy card, (ii) authorizing a new proxy to vote on a later date on the Internet or by telephone (it being

understood that only your latest Internet or telephone proxy submitted prior to the Special Meeting will be counted), (iii) notifying the Company’s Corporate Secretary in writing before the Special Meeting begins or (iv) voting during the Special Meeting (attendance at the Special Meeting will not, by itself, revoke the proxy). If your shares are held beneficially in “street name,” you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies for the Merger Proposal, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/OPCH2026SM. There will be no physical location for stockholders to attend. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/OPCH2026SM and using the 16-digit control number included in your proxy materials.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/OPCH2026SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We encourage you to access the meeting at least fifteen (15) minutes prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

Please note that even if you plan to attend the Special Meeting, we recommend that you submit a proxy by Internet, telephone or by mail in advance, to ensure that your shares will be represented.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request banks, brokers and other nominees to solicit their customers who have Company Common Stock registered in their names and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and Nasdaq regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally, by telephone or by electronic means, without additional compensation.

In addition, the Company has retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to perform various solicitation services in connection with the Special Meeting. The Company will pay Innisfree a customary fee of up to $[•] in connection with its solicitation services, and Innisfree will be reimbursed for reasonable out-of-pocket expenses incurred in connection with such services.

The Special Meeting may be adjourned from time to time to another time and/or place under our Amended and Restated By-laws (our “Bylaws”) (i) by the chair of the Special Meeting, whether or not a quorum is present, or (ii) by the Company stockholders holding a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy, in each case subject to the terms of the Merger Agreement. Under the DGCL, notice need not be given of any such adjournment if the time and place (and the means of remote communication, if any) thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned Special Meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present virtually and vote at such adjourned meeting will be given to each Company stockholder of record entitled to vote at the meeting (or, if a new record date is fixed, as of the record date fixed for notice of the adjourned meeting). All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the time such proxies are voted at the reconvened meeting.

Subject to the terms of the Merger Agreement, the chair of the Special Meeting has the power, right and authority to adjourn the Special Meeting, or to postpone the Special Meeting before it is convened, without the vote or consent of any of the Company stockholders.

As of the Record Date, the directors and executive officers of the Company beneficially owned in the aggregate approximately [•] shares of Company Common Stock, or approximately [•]% of the outstanding shares of Company Common Stock. We currently expect that our directors and executive officers will vote all of their respective shares of Company Common Stock (1) “FOR” the Merger Proposal, (2) “FOR” the Advisory Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of the Company stockholders generally. For more information, see the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

If you need assistance in voting your shares or have questions regarding the Special Meeting, please contact our proxy solicitor:

As discussed elsewhere in this proxy statement, at the Special Meeting, Company stockholders will consider and vote on a proposal to adopt the Merger Agreement (referred to as the “Merger Proposal”). The Merger cannot be completed without the adoption of the Merger Agreement by the requisite vote of the Company stockholders. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the Merger, including the information set forth under the sections of this proxy statement titled “The Merger” and “The Merger Agreement.” A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement carefully and in its entirety.

Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting as of the close of business on the Record Date. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a Company stockholder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Pursuant to Section 14A of the Exchange Act, the Company is required to submit a proposal to the Company stockholders to approve, on an advisory, non-binding basis, the “golden parachute” compensation payments that will or may be made by the Company to its named executive officers in connection with the Merger. This proposal, commonly known as a “say on golden parachute” proposal, gives the Company stockholders the opportunity to vote on an advisory, non-binding basis on the “golden parachute” compensation payments that will or may be paid by the Company to its named executive officers in connection with the Merger (referred to as the “Advisory Compensation Proposal”).

The “golden parachute” compensation that the Company’s named executive officers will or may be entitled to receive from the Company in connection with the Merger is summarized in the table that appears in the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers.” Such summary, in tabular form, includes the compensation and benefits that will or may be paid by the Company to its named executive officers in connection with the Merger.

You are urged to carefully review the “golden parachute” compensation information disclosed in this proxy statement.

The Company Board unanimously recommends that holders of Company Common Stock approve the following resolution:

“RESOLVED, that the Company stockholders approve, on an advisory (non-binding) basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the Quantification of Potential Payments and Benefits table and the related narrative disclosures.”

Assuming a quorum is present, the approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a Company stockholder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Advisory Compensation Proposal and abstentions will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to approve the Merger Proposal. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Company Board, Parent or the Surviving Corporation. Accordingly, because the Company is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the Company stockholders and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory, non-binding vote of the Company stockholders on the Advisory Compensation Proposal.

We are asking that you approve the adjournment of the Special Meeting to a later date or dates, from time to time, if necessary, (a) to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, (b) if there are insufficient shares of Company Common Stock represented (either in person via the Internet or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that the Company has determined, after consultation with outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by Company stockholders prior to the Special Meeting (referred to as the “Adjournment Proposal”).

Assuming a quorum is present, the approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a Company stockholder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal and abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

The Company, Parent and Merger Sub entered into the Merger Agreement on October 5, 2026. A copy of the Merger Agreement is included as Annex A to this proxy statement. On the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the Surviving Corporation of the Merger and as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than (A) the Owned Company Shares and (B) the Dissenting Company Shares) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to the Merger Consideration, and (ii) each Owned Company Share will be automatically cancelled and extinguished without any conversion thereof or consideration paid therefor. Dissenting Company Shares will be entitled to payment of the fair value of such shares in accordance with Section 262 of the DGCL unless the applicable holder fails to perfect, withdraws, waives or otherwise loses those rights. For a discussion of the appraisal rights that may be exercised by holders of Company Common Stock, see the section of this proxy statement titled “Appraisal Rights.”

The Company Board and Company management regularly review and evaluate the Company’s long-term strategy, performance and prospects in light of developments in the home and alternate site infusion industry and the broader healthcare landscape. As part of these reviews, the Company Board and Company management have from time to time considered potential strategic alternatives, and members of Company management have from time to time had conversations with financial sponsors and strategic parties regarding the industry, potential commercial relationships and, on occasion, potential strategic transactions.

In the first half of 2025, in response to unsolicited (and separate) outreaches by CD&R and three additional financial sponsors (“Party A,” “Party B” and “Party C”), members of Company management held discussions with representatives of each of CD&R, Party A, Party B and Party C regarding a variety of topics including general business updates, potential transactions and other opportunities to accelerate growth. The Company entered into confidentiality agreements with each of the foregoing parties (including a confidentiality agreement with CD&R dated February 10, 2025), pursuant to which the Company provided certain due diligence information. No proposals were made, and each of these parties ceased discussions with the Company. In the fourth quarter of 2025, a financial sponsor (“Party D”) contacted the Company to express interest, and on November 25, 2025, entered into a confidentiality agreement with the Company and received certain due diligence information and held discussions with the Company; on March 5, 2026, Party D informed the Company that it was disengaging and did not make a proposal to the Company.

From January 11 to January 14, 2026, at the annual J.P. Morgan Healthcare Conference (“JPMHC”) in San Francisco, members of Company management held (at the request of such parties) general, high-level discussions with representatives of CD&R, a financial sponsor (“Party E”), a strategic party (“Party F”), a financial sponsor (“Party G”) and a strategic party. No proposal with respect to any strategic transaction resulted from these discussions and discussions (unless otherwise mentioned below) did not continue after JPMHC.

On May 18, 2026, representatives of CD&R informed John C. Rademacher, the Company’s President and Chief Executive Officer, by telephone that CD&R and McKesson intended to submit a proposal to acquire the Company. Mr. Rademacher informed the Chair of the Company Board of this call on the same day.

On May 19, 2026, CD&R and McKesson delivered to Harry M. Jansen Kraemer, Jr., the Chair of the Company Board, and Mr. Rademacher a preliminary, non-binding indication of interest to acquire all of the outstanding shares of Company Common Stock for cash at a price of $28.00 to $32.00 per share (the “May 19 Proposal”). The May 19 Proposal included an initial list of focus areas for due diligence. The May 19 Proposal identified Debevoise & Plimpton LLP (“Debevoise”) as legal counsel to CD&R and Davis Polk & Wardwell LLP (“Davis Polk”) as legal counsel to McKesson.

On May 20 and 21, 2026, the Company Board held a regularly scheduled meeting (which was temporarily adjourned on the afternoon of May 20 and reconvened on the morning of May 21), with members of Company management and representatives of Centerview (who had been working with the Company on certain governance

matters for which it had not been compensated) and Kirkland & Ellis LLP (“Kirkland”) (the Company’s long-time outside counsel) in attendance for portions of the meeting. Mr. Kraemer informed the Company Board of receipt of the May 19 Proposal. A representative of Kirkland reviewed with the Company Board its fiduciary duties under Delaware law in evaluating unsolicited acquisition proposals. As part of the agenda for the meeting, Company management provided the Company Board with an update on ongoing efforts (which were in process independent of the May 19 Proposal) to refresh the Company’s long-range plan given developments at the Company, Q1 performance and changing payor, pharmacy benefit manager (“PBM”), governmental and other industry dynamics. Following discussion, the Company Board (i) requested that management continue to update the Company’s long-range plan (which would also facilitate future discussions regarding evaluation of the May 19 Proposal should the Company Board determine to pursue it), (ii) approved the engagement of Centerview (who were already advising the Company on unrelated matters) as the Company’s financial advisor, subject to management’s agreement with the terms of the engagement, and (iii) reaffirmed that, while management should continue to focus on executing the Company’s standalone plan, Mr. Rademacher and other members of management could engage in discussions with CD&R and McKesson, keeping the Company Board apprised of significant developments. The Company subsequently formally engaged Centerview with respect to certain governance matters pursuant to an engagement letter dated May 20, 2026 and as financial advisor to the Company in connection with a potential strategic transaction on September 2, 2026.

On May 23, 2026, at the direction of the Company Board, representatives of Centerview spoke with representatives of the Investor Group, informing them that although the Company was not presently conducting a sale process, it was interested in holding preliminary conversations and asked questions regarding the May 19 Proposal. On May 29, 2026, representatives of Centerview sent draft confidentiality agreements to each of CD&R and McKesson. On June 1, 2026, representatives of Centerview spoke with representatives of Party A, Party B, Party D, Party E, Party F, Party G and a financial sponsor (“Party H”) in order to understand whether they would hypothetically be interested in exploring a potential transaction with the Company if such an opportunity were to arise. Also on June 1, 2026, the Investor Group provided a prioritized due diligence request list to Centerview.

On June 2, 2026, the Company and McKesson entered into a confidentiality agreement, which permitted McKesson to engage in discussions with CD&R regarding a potential transaction, including co-bidding or consortium arrangements. On June 2, the Company and CD&R entered into a letter agreement extending CD&R’s February 10, 2025 confidentiality agreement and also permitting CD&R to engage in discussions with McKesson regarding a potential transaction, including co-bidding or consortium arrangements and extending the term of the standstill in the February 10, 2025 confidentiality agreement. The Company subsequently entered into clean team agreements with CD&R and McKesson on June 19, 2026, and June 23, 2026, respectively.

Between June 3, 2026 and June 12, 2026, the Company entered into confidentiality agreements (or extensions of existing confidentiality agreements) with Party A, Party B, Party E, Party G and Party H. On June 9, 2026, representatives of Centerview contacted another strategic party (“Party I”) regarding a potential transaction with the Company.

On June 10, 2026, in response to a prior request from the Investor Group, Mr. Rademacher and Collin Smyser, the Company’s General Counsel and Corporate Secretary, together with representatives of Centerview, held a diligence meeting with senior representatives of the Investor Group in New York. On June 11, 2026, the Company provided initial responses to the Investor Group’s priority due diligence requests. On June 11 and June 12, 2026, in response to prior requests from each such party, Mr. Rademacher and Mr. Smyser held meetings with representatives of Party A, Party E and Party H.

On June 15, 2026, the Company Board held a special meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. Mr. Rademacher updated the Company Board on the June 10, 2026 meeting with the Investor Group, noting his belief that the Investor Group was highly engaged and interested in pursuing a potential transaction on an accelerated timetable, and on the meetings with Party A, Party E and Party H. Mr. Rademacher also noted that meetings with Party F and Party I were expected in the following days. Company management then presented to the Company Board an updated long-range plan for fiscal years 2026 through 2030 (the “Long-Range Plan”), which the Company Board closely evaluated and about which the Company Board asked questions of Company management. The Company Board and Company management discussed the factors underlying the changes to the Long-Range Plan from the Company’s prior long-range plan (reviewed by the Company Board in February), including changes in management’s assumptions regarding drug price changes due to the Inflation Reduction Act and biosimilar introductions, shifting payor and PBM dynamics, changes in assumptions regarding therapy mix and increasing competition in certain specialty therapy categories. The Long-Range Plan was formally

approved at the Company Board meeting on June 17, 2026 in the form presented to the Company Board at the June 15, 2026 meeting. The Company Board requested that Centerview use the Long-Range Plan presented at the June 15, 2026 meeting to prepare an illustrative preliminary valuation analysis to be presented at the June 17, 2026 meeting.

On June 16 and 17, 2026, the Company entered into confidentiality agreements with Party F and Party I respectively, and members of Company management met again with representatives of the Investor Group to discuss its due diligence requests.

On June 17, 2026, the Company Board held a special meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. The Company Board reviewed the relationship disclosures previously provided by each of Kirkland (who disclosed its existing client relationship with CD&R) and Centerview and confirmed that it did not have any concerns with respect to either firm’s respective disclosures or their ability to represent the Company. At the request of the Company Board, representatives of Centerview then reviewed with the Company Board Centerview’s illustrative preliminary valuation analysis of the Company, which was based on the Long-Range Plan, and Kirkland again reviewed with the Company Board its fiduciary duties. After discussion, the Company Board determined that it was advisable both to further explore the May 19 Proposal and to further explore whether broader interest existed and directed that Centerview and Company management (i) engage with the Investor Group to address its outstanding information requests and seek an improved proposal, (ii) further engage with Party A, Party B, Party D, Party E, Party F, Party G, Party H and Party I (collectively, the “Additional Potential Bidders”) to determine whether they were interested in making a proposal, on a standalone basis or with one or more other parties, and (iii) request of all parties that initial or revised indications of interest be delivered on or about July 14, 2026. The Additional Potential Bidders were selected by the Company Board as those who had previously expressed interest and/or engaged with the Company in 2025 and 2026 and who were believed to retain interest in the Company and/or the industry.

On June 18, 2026, representatives of Centerview requested that the Investor Group provide a revised proposal on the timeline set by the Company Board, and Centerview also contacted the Additional Potential Bidders to request proposals on the same timeline. On June 18 and June 22, 2026, members of Company management held meetings with Party I and Party F, respectively. On June 19 and June 23, 2026, Party I and Party F, respectively, informed Centerview that they were not interested in exploring a transaction at this time. On June 21, 2026, the Long-Range Plan was provided to the Investor Group, and on June 21 and June 22, 2026, the Long-Range Plan was provided to Party A, Party B, Party D, Party E, Party G and Party H. On June 24, 2026, a financial data book was provided to the Investor Group and to each of Party A, Party B, Party D, Party E, Party G and Party H. Following its initial responses on June 11, 2026, the Company continued providing responses to the Investor Group’s priority due diligence requests.

During July 2026, the Investor Group continued its due diligence review, including diligence calls with Company management on July 2, July 20 and July 21, 2026. At the request of the relevant parties, members of Company management also held diligence calls with Party E on July 6, 2026 and July 13, 2026, and with Party G and Party A on July 14, 2026 and July 15, 2026, respectively.

On July 3, 2026 (following an initial unsolicited outreach by such sponsors on June 25, 2026), two financial sponsors together reached out to Centerview indicating an interest in discussing a potential transaction with the Company. This bidding group later added an additional financial sponsor and an industry participant (collectively such group, the “Party J Consortium”). Representatives of Centerview, following discussions with Company management, contacted representatives of the Party J Consortium on July 7, 2026 and spoke with representatives of the Party J Consortium on July 13, 2026, at which time Centerview suggested an introductory discussion with Company management.

On July 7, 2026, Party D informed Centerview that it was not interested in exploring a transaction at this time.

On July 15, 2026, the Investor Group requested an extension to July 24, 2026 to deliver its revised indication of interest. Centerview reiterated to the Investor Group the Company Board’s expectations on timing and value but granted the extension in light of the Investor Group’s work completed to date.

On July 20, 2026, members of Company management held an introductory meeting with representatives of the Party J Consortium. On July 23, 2026, draft confidentiality agreements were shared with certain members of the Party J Consortium and the Company entered into confidentiality agreements with certain members of the Party J Consortium on July 30 and August 4, 2026.

On July 24, 2026, the Investor Group indicated to Centerview that it was not in a position to update its prior range of $28.00 to $32.00 per share.

On July 28, 2026 the Investor Group delivered a work plan to Centerview contemplating approximately four weeks to complete its business due diligence and provide a refined view of value, followed by approximately three weeks of confirmatory due diligence and concurrent negotiation of a definitive agreement. Centerview expressed the view that the Company Board would be disappointed in the contemplated timing and in the fact that the Investor Group continued to communicate a range, and stated that it would revert following direction from the Company Board.

On July 30, 2026, a financial sponsor (“Party K”) contacted Centerview on an unsolicited basis to express interest in a potential transaction with the Company. On August 7, 2026, the Company entered into a confidentiality agreement with Party K.

On August 5, 2026, representatives of the Investor Group contacted Centerview to reiterate their interest in a potential transaction.

On August 6, 2026, the Company Board held a special meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. At the request of the Company Board, representatives of Centerview updated the Company Board on the status of discussions with the Investor Group since the June 17, 2026 meeting and on the Investor Group’s diligence completed to date, including diligence calls with members of Company management, receipt of responses to outstanding diligence requests and reported engagement of five outside advisors, as well as the Investor Group’s remaining diligence workplan, and reported that, of the six financial sponsors contacted, Party A (on July 30, 2026), Party B (on August 6, 2026 as a standalone party, and later, along with Party L as described below, on September 10, 2026), Party D (on July 7, 2026) and Party H (on July 22, 2026) had indicated that they were not interested in exploring a transaction at that time, while Party E and Party G remained interested in exploring a transaction and had requested additional time to formulate a view on value. Centerview also reported that Party F (on June 23, 2026) and Party I (on June 19, 2026) (both strategics) had indicated that they were not interested in exploring a transaction at that time. Centerview also reported on the inbound expressions of interest from the Party J Consortium and Party K and presented a list of additional potential financial sponsors and strategic parties for the Company Board’s consideration. Following discussion, the Company Board authorized management to continue exploring a sale with the current interested parties, while also engaging with any additional unsolicited serious inbound interest from other financial sponsors or strategic parties, and to distribute process letters and establish September 10, 2026 as a common deadline for the submission of indications of interest. The Company Board also directed Centerview to inform the Investor Group that the Company was only interested in proceeding if there was a path to a value at or above the high end of the Investor Group’s previously indicated range.

On August 8, 2026, as directed by the Company Board, representatives of Centerview conveyed the Company Board’s message regarding timing and valuation expectations to the Investor Group. On August 10, 2026, Centerview distributed process letters to the Investor Group, Party E, Party G and the Party J Consortium, and on August 11, 2026, to Party K, in each case requesting indications of interest by September 10, 2026. On August 11, 2026, a financial sponsor (“Party L”) and Party C, and on August 14, 2026, a financial sponsor (“Party M”), each contacted Centerview on an unsolicited basis to express interest. On August 12, 2026, the Company entered into a confidentiality agreement with the industry participant that later joined the Party J Consortium. Party L, Party C and Party M entered into confidentiality agreements with the Company on August 18, August 20 and August 24, 2026, respectively, and each then received the Long-Range Plan overview materials, a financial data book and a process letter. Party L subsequently requested, and was granted by Company management, permission to discuss the opportunity with Party B. On August 18, 2026, Party B subsequently received a process letter.

On August 25 and August 26, 2026, at the request of the Investor Group, members of Company management held management due diligence sessions with the Investor Group, including a full-day session in Chicago covering drug-level performance trends, the Company’s ambulatory infusion center strategy, clinical and commercial organization, payor relationships, and budgeting and forecasting. During this late August period, the Investor Group also advanced confirmatory due diligence workstreams with its outside advisors, who submitted quality of earnings and legal and compliance due diligence request lists on August 17 and August 23, 2026, respectively, and the Investor Group, with permission of Company management, engaged with seven potential lenders. On August 28, 2026, the Party J Consortium requested, and was granted by Company management, permission to contact potential lenders and to

speak with a strategic party (“Party N”) as a potential member of its group. On August 30, 2026, the Party J Consortium submitted a priority due diligence request list, and on August 31, 2026, Centerview sent a form of clean team agreement to two members of the Party J Consortium. On September 1, 2026, an additional financial sponsor joined the Party J Consortium.

On September 1, 2026, the Company Board held a regular meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. At the request of the Company Board, representatives of Centerview updated the Company Board on the status of the process, noting that the Investor Group had reiterated, including as recently as August 31, 2026, that it was making good progress against the timeline and valuation expectations the Company Board had outlined, and Centerview reported on the inbound interest from Party L, Party C and Party M and the status of engagement with the Party J Consortium, Party K, Party E and Party G. Representatives of Centerview also outlined the considerable effort that the Investor Group, and its various representatives, had put into advancing and completing diligence workstreams, and also covered the diligence exercises of the Party J Consortium, Party E, Party G and Party K. Representatives of Kirkland reviewed with the Company Board the key terms of the form of merger agreement that Kirkland had prepared for the process, which included, among other matters, a company termination fee at the lower end of market practice and a reverse termination fee at the higher end of market practice, a “hell or high water” regulatory efforts covenant, the absence of any financing condition and a “go-shop” provision.

On September 2 and September 4, 2026, at the request of such parties, members of Company management held meetings with representatives of Party K and Party E, respectively. On September 3, 2026, the Company entered into clean team agreements with two members of the Party J Consortium and began providing additional confidential materials to the Party J Consortium. On September 5 and September 9, 2026, the Company entered into confidentiality agreements with the additional financial sponsor that had joined the Party J Consortium and with Party N, respectively. On September 8 and September 9, 2026, Party G and Party L, respectively, informed Centerview that they did not intend to submit proposals.

On September 10, 2026, the Party J Consortium submitted a non-binding indication of interest to acquire all of the outstanding shares of Company Common Stock for cash at a price of $30.00 to $34.00 per share, together with a “highly confident” financing letter. The indication of interest stated that the Party J Consortium would require six to eight weeks from receipt of certain priority diligence information detailed in its indication of interest to complete its remaining due diligence and sign a definitive agreement and that any final offer would not be subject to a financing contingency. The indication of interest from the Party J Consortium was not signed by and did not mention Party N, which the Party J Consortium had previously requested to engage in dialogue with as a potential participant in their proposed transaction.

Also on September 10, 2026, Party K submitted a non-binding indication of interest to acquire all of the outstanding shares of Company Common Stock for cash at a price of $29.00 to $31.00 per share, which stated that Party K would expect to sign a definitive agreement within six to eight weeks and that its final offer would not be subject to a financing contingency. Party B, Party C, Party E, Party G, Party L and Party M did not submit indications of interest; Party B, Party E, Party G and Party L each informed Centerview on September 10, 2026 that they each were no longer interested in exploring a transaction at this time. Party M and Party C informed Centerview on September 11 and September 14, 2026, respectively, that they each were no longer interested in exploring a transaction.

On September 11, 2026, the Investor Group submitted a non-binding indication of interest to acquire all of the outstanding shares of Company Common Stock for cash at a price of $30.00 per share, together with “highly confident” financing letters, with a proposed timeline of approximately three and a half weeks to sign a definitive agreement. On September 12, 2026, consistent with the Company Board’s prior direction on August 6, 2026, and the message delivered by Centerview on August 8, 2026 that the Company expected any bid on September 10, 2026 to be at, or above the high end of its previously indicated range, representatives of Centerview informed the Investor Group that the Company Board would not support a transaction at $30.00 per share, and that, absent an improved proposal, the Investor Group would not continue in the process. On September 13, 2026, the Investor Group revised its indication to $31.00 per share and shortened its proposed timeline to sign a definitive agreement to approximately two weeks following receipt of necessary information.

On September 14, 2026, the Company Board held a special meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. At the request of the Company Board, representatives of Centerview provided an update on the indications of interest received and the parties that had declined to submit a proposal or further explore a transaction and reviewed in more detail the three indications of interest received, including noting that the Investor Group had completed its value-driving due diligence, had engaged advisors, had obtained

“highly confident” financing letters, had participated in eight meetings and calls with Company management and had submitted approximately 220 diligence questions. Representatives of Centerview noted that Party J Consortium’s engagement on value-driving diligence consisted of one introductory call and approximately 15 diligence questions. Centerview also noted that beyond the initial introductory meeting and brief engagement with Company management regarding follow-ups on diligence questions, no management diligence meetings had been requested and the indication of interest did not name any advisors engaged, and also noted that although the Party J Consortium had described Party N as a potential member of its group Party N was not named in or a signatory to the Party J Consortium’s indication of interest and had entered into a confidentiality agreement with the Company only on September 9, 2026. The Company Board also discussed the large number of constituents in the Party J Consortium and the potential adverse impact of that on the actionability and timing of any proposal. The Company Board further discussed that Party K’s engagement had consisted of one two-hour meeting with Company management and that Party K had not yet engaged with financing sources. At the request of the Company Board, Centerview also presented a preliminary illustrative valuation analysis, which was updated for the latest balance sheet data (including projected third and fourth quarter cash flows). Following discussion on various topics, including the price and actionability of each bid, the Company Board directed Centerview and management to inform the Investor Group that the Company had received a competing indication of interest at $34.00 per share and that the Investor Group would need to improve its proposal to remain competitive.

Following the September 14 meeting, as directed by the Company Board, representatives of Centerview informed the Investor Group of the competing indication of interest at $34.00 per share. Shortly thereafter, representatives of the Investor Group informed Mr. Rademacher and Centerview that the Investor Group was going “pencils down” and would not increase its proposal to $34.00 per share. On September 16 and September 17, 2026, representatives of Centerview spoke with the Party J Consortium and Party K to ask clarifying questions regarding their indications of interest to better inform the Company Board’s evaluation of such proposals.

During the period between “pencils down” and September 17, 2026, Mr. Rademacher and Centerview, on the one hand, and representatives from the Investor Group, on the other hand, corresponded with respect to the “pencils down” message and whether it was final or the Investor Group remained interested.

On September 17, 2026, the Investor Group delivered a revised non-binding proposal to acquire the Company for $32.05 per share in cash (the “September 17 Proposal”), together with a draft exclusivity agreement. The September 17 Proposal stated that $32.05 per share represented the Investor Group’s “best and final offer,” that the Investor Group had substantially completed its business and commercial due diligence and had provided highly confident financing letters and that the Investor Group was prepared to complete confirmatory due diligence and negotiate definitive documentation within two weeks. The September 17 Proposal stated that it was conditioned on the Company immediately entering into a two-week exclusivity agreement. On September 17, 2026, Mr. Rademacher and representatives of Centerview requested that the Investor Group increase its price, with the Investor Group responding that it would not increase its price and, further, reiterating that the immediate signing of exclusivity was a condition to its proposal and continued engagement with the Company.

On September 20, 2026, the Company Board held a special meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. At the request of the Company Board, representatives of Centerview updated the Company Board on the events described in the paragraph above and reviewed Centerview’s financial analysis, including how the Investor Group’s bid compared with the various financial analyses prepared by Centerview. The directors then met in executive session, with Mr. Rademacher and Mr. Smyser excused for a portion of the session, and discussed the pros and cons of the bids from each of the Investor Group, Party K (whose bid was below the other two) and the Party J Consortium including, among other things, the substantially greater diligence completed by the Investor Group compared with the Party J Consortium, the uncertainty of where the Party J Consortium would ultimately land in its price range and the possibility that the Party J Consortium would not ultimately offer more than $32.05 per share, the relative timing to signing, the complexity and uncertainty of a multi-party consortium, the Investor Group’s requirement of exclusivity to continue engaging with the Company and Centerview’s views on valuation. Following discussion, the executive session ended and Mr. Rademacher and Mr. Smyser rejoined and the Company Board authorized management to enter into a two-week exclusivity agreement with the Investor Group and to seek to finalize a transaction with the Investor Group at $32.05 per share in light of the considerations set

forth above, including the substantial work already completed by the Investor Group (and the limited work completed by the Party J Consortium), the uncertainty of where the Party J Consortium would ultimately land in its price range, the relative proposed timing to signing of each bidder and the Investor Group’s requirement for exclusivity in order for it to proceed.

Later in the day on September 20, 2026, at the direction of the Company Board, representatives of Centerview informed the Investor Group that the Company would proceed with seeking to finalize a transaction at $32.05 per share, and Kirkland also delivered a first draft merger agreement to Debevoise and Davis Polk.

On September 21, 2026, the Company, CD&R and McKesson entered into a 14-day exclusivity agreement (the “Exclusivity Agreement”), pursuant to which the Company agreed not to solicit, initiate or encourage any inquiries or proposals for a competing proposal, engage in any negotiations or discussions with any other person regarding a competing proposal, enter into any agreement or similar understanding regarding a competing proposal or provide non-public information to any person that may be considering making, or has made, a competing proposal, until 11:59 p.m. Eastern Time on October 5, 2026. The Exclusivity Agreement required the Company to notify any person with which it had engaged in discussions regarding a competing proposal during the preceding 30 days that the Company had entered into an exclusivity arrangement, without disclosing the identity of the Investor Group, the terms of its proposals or the duration of the exclusivity period.

On September 22, 2026, consistent with the Exclusivity Agreement, representatives of Centerview informed the Party J Consortium and Party K that the Company had entered into exclusivity with a bidder.

Later in the day on September 22, 2026, the Party J Consortium (again not including Party N) submitted an unsolicited letter to Centerview, which was subsequently shared with Company management and the Company Board, indicating a price of $34.00 per share and stating that, based on the work completed to date, the Party J Consortium did not expect the remaining diligence process to result in a reduction from that valuation but instead could potentially support an increase in value. The letter stated that the Party J Consortium would require one week following receipt of additional diligence materials to confirm its underwriting and an additional two weeks to secure committed financing but did not specify a timeline to sign a definitive agreement. In light of the Company’s obligations under the Exclusivity Agreement, neither the Company nor Centerview communicated with the Party J Consortium between September 22, 2026 and the execution of the Merger Agreement, and the Party J Consortium did not further contact the Company during that period.

From September 21 through October 1, 2026, representatives of the Company and Centerview held regular due diligence calls with representatives of the Investor Group, and the Company held confirmatory due diligence calls with the Investor Group’s legal, accounting and other advisors.

On September 25, 2026, Debevoise, on behalf of the Investor Group, delivered a revised draft of the merger agreement to Kirkland, which, among other things, deleted the go-shop provision (and replaced it with a no-shop with a fiduciary out) and provided for a Company Termination Fee equal to 3.5% of the Company’s equity value, a Parent Termination Fee equal to 5.0% of the Company’s equity value and a reasonable best efforts standard to obtain required antitrust and healthcare approvals. On September 28, 2026, Kirkland delivered a revised draft of the merger agreement to Debevoise which, among other things, reinstated the go-shop provision and provided for a Company Termination Fee equal to 3.0% of the Company’s equity value, a Parent Termination Fee equal to 6.5% of the Company’s equity value, an antitrust termination fee of 7.0% of the Company’s equity value and increased obligations with respect to obtaining required antitrust and healthcare approvals.

On October 1, 2026, the Company Board held a special meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. Centerview reported on the entry into the Exclusivity Agreement (as authorized by the Company Board at the September 20, 2026 meeting) and the notices to the Party J Consortium and Party K (consistent with the Company’s obligations under the Exclusivity Agreement) and discussed the Party J Consortium’s September 22 letter (which was shared with the Company Board prior to the meeting). Centerview also reported on the Investor Group’s progress, noting that the Investor Group’s diligence was substantially complete. Representatives from Kirkland again reviewed with the Company Board its fiduciary duties, including its duties under Delaware law in connection with the potential transaction, and provided an overview of deal protection provisions, noting that Kirkland had included a go-shop in each of its drafts of the merger agreement and that the Investor Group had to date rejected it although they had proposed to reduce the Company Termination Fee to 3.25%. The Company Board discussed, among other things, the relative merits of seeking a go-shop versus accepting a no-shop with a fiduciary out, including the risk that pressing for a go-shop could jeopardize the transaction with the Investor

Group. The Company Board also discussed the ability of an interloper (including the Party J Consortium) to submit a topping proposal following signing pursuant to the fiduciary out construct in the merger agreement, whether the Party J Consortium’s indication was truly actionable (including the limited diligence and lack of advisor engagement prior to their September 10 proposal and other considerations arising from the constituents in the consortium) and the benefit of signing at $32.05 per share while preserving the potential for receipt of a higher proposal. Following discussion, the Company Board authorized management to continue to seek a go-shop but, if it was ultimately unavailable, to seek other merger agreement concessions in return, and to continue to seek to finalize a merger agreement with the Investor Group at $32.05 per share.

On October 2, 2026, Debevoise delivered a revised draft of the merger agreement to Kirkland which, among other things, again deleted the go-shop provision (and replaced it with a no-shop with a fiduciary out), provided for a Company Termination Fee equal to 3.25% of the Company’s equity value and a Parent Termination Fee equal to 6.5% of the Company’s equity value, removed the antitrust termination fee and proposed the “Regulatory Material Adverse Effect” standard with respect to required efforts to obtain antitrust approvals (an antitrust efforts commitment up to a standard of a material adverse effect measured by reference to the size of the Company). Also on October 2, 2026, Mr. Rademacher and Mr. Smyser spoke with representatives of the Investor Group, who stated that neither CD&R nor McKesson would agree to a go-shop. On October 3, 2026, Kirkland delivered a revised draft of the merger agreement to Debevoise which, among other things, again included the go-shop provision and provided for a Company Termination Fee equal to 3.0% of the Company’s equity value, and Debevoise reiterated to Kirkland that the Investor Group would not agree to a go-shop.

On October 4, 2026, the Company Board held a special meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. Representatives of Kirkland reviewed with the Company Board the key terms of the then current draft of the proposed merger agreement, including the $32.05 per share cash consideration, the required stockholder approval, the closing conditions (including HSR clearance and certain state healthcare approvals), the interim operating covenants, the absence of a financing condition and a reverse termination fee equal to 6.0% of the Company’s equity value, the termination rights and the treatment of Company equity awards. Representatives of Kirkland reported that, notwithstanding repeated efforts by Kirkland, Centerview and Company management, the Investor Group had refused to accept a go-shop but had indicated that, in lieu of the go-shop, it would be willing to reduce the Company Termination Fee to 3.0% of Company’s equity value and during negotiations had also agreed to the Regulatory Material Adverse Effect concept and to a 12-month outside date. Representatives of Centerview noted that the $32.05 per share consideration represented a premium of approximately 42% to the then-current trading price of Company Common Stock and that Centerview’s valuation analysis had not changed since the September 20 meeting. Representatives of Centerview then presented an updated relationship disclosure to the Company Board, who continued to have no concerns with Centerview’s disclosure or its ability to represent the Company. The directors then met in executive session, with Mr. Rademacher excused, at the request of a director.

Later in the day on October 4, 2026, Debevoise delivered a revised draft of the merger agreement to Kirkland which, among other things, deleted the go-shop (and replaced it with a no-shop with a fiduciary out), accepted a Company Termination Fee equal to 3.0% of the Company’s equity value and a Parent Termination Fee equal to 6.0% of the Company’s equity value, accepted a 12-month outside date and accepted the antitrust efforts covenant based on a Regulatory Material Adverse Effect commitment standard to obtain antitrust clearance. Also on October 4, 2026, Mr. Rademacher and a representative of CD&R discussed certain of the remaining open items including, among other matters, treatment of employee equity awards in the Merger Agreement.

Later in the day on October 4, 2026, Kirkland delivered a revised draft of the merger agreement to Debevoise which, among other things, accepted the removal of the go-shop provision (and instead included a no-shop with a fiduciary out). Throughout the day on October 5, 2026, the parties finalized the Merger Agreement, the Company Disclosure Letter (as defined in the section of this proxy statement titled “The Merger Agreement — Representations and Warranties”) and the other transaction documents, including the Equity Commitment Letters and the Limited Guarantees.

Later on October 5, 2026, the Company Board held a special meeting, with members of Company management and representatives of Centerview and Kirkland in attendance. Mr. Rademacher reported that news of the potential transaction had been published following the close of the market by the Financial Times and Barron’s, and on the activation of the Company’s communications plan. Representatives of Kirkland reviewed the changes reflected, since the October 4 meeting, in the final Merger Agreement provided to the Company Board in advance of this October 5 meeting, including the addition of certain additional state healthcare approvals as closing conditions, acceptance of a

customary no-shop with a fiduciary out, a Company Termination Fee of 3.0% of equity value, a 12-month outside date and an agreed upon marketing period for the Debt Financing, as well as the final treatment of Company equity awards and other employee matters. Mr. Smyser confirmed that he had been informed that the Investor Group had obtained the necessary internal approvals to move forward with the transaction earlier that day. At the request of the Company Board, representatives of Centerview then reviewed its valuation analysis and rendered Centerview’s oral opinion to the Company Board, subsequently confirmed by delivery of a written opinion dated October 5, 2026, that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section of this proxy statement titled “The Merger — Opinion of Centerview Partners LLC.” Following discussion, the Company Board unanimously, among other items, (i) determined that the Merger Agreement and the Transactions, including the Merger, are fair to, advisable and in the best interests of the Company and the Company stockholders, (ii) approved the Merger Agreement and the Transactions, (iii) resolved to recommend that the Company stockholders adopt the Merger Agreement and (iv) directed that the Merger Agreement be submitted to the Company stockholders for adoption at the Special Meeting.

Following the meeting, on October 5, 2026, the Company, Parent and Merger Sub executed the Merger Agreement, and the related Equity Commitment Letters, Limited Guarantees and Debt Commitment Letter were executed and delivered.

On the morning of October 6, 2026, the Company, CD&R and McKesson issued a joint press release announcing the execution of the Merger Agreement.

During the process described above, the Company entered into confidentiality agreements with 17 parties other than CD&R and McKesson. Each of these confidentiality agreements included a standstill provision, with terms ranging from 12 to 18 months. Under the terms of these confidentiality agreements, upon the Company’s entry into the Merger Agreement, each such standstill provision either ceased to apply or permits the applicable party to make an Acquisition Proposal to the Company Board.

As described above in the section of this proxy statement titled “— Background of the Merger,” after careful consideration, the Company Board, at a special meeting held on October 5, 2026, unanimously (i) determined that it is fair to, and in the best interests of, the Company and the Company’s stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted to the Company stockholders for consideration by the Company stockholders at a meeting thereof. Accordingly, the Company Board recommends a vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

In deciding to authorize and approve the execution, delivery and performance by the Company of the Merger Agreement, the consummation by the Company of the transactions contemplated by it and the recommendations to Company stockholders set forth above, the Company Board consulted with and received the advice of its legal and financial advisors, discussed certain matters with the Company’s management, and considered a variety of factors weighing positively in favor of the Merger, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

The Company Board also considered a number of uncertainties and risks in making its determination with respect to the Merger, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

The foregoing discussion of reasons for the recommendation by the Company Board that the Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal is not meant to be exhaustive but addresses the material information and factors considered by the Company Board in consideration of its recommendation. In view of the wide variety of factors considered by the Company Board in connection with its evaluation of the Merger and the complexity of these matters, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Company Board each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Company Board based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contains forward-looking statements that should be read in conjunction with the section of this proxy statement titled “Forward-Looking Statements.”

On October 5, 2026, Centerview rendered to the Company Board its oral opinion, subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the Company stockholders (other than holders of (i) Owned Company Shares and (ii) Dissenting Company Shares (the shares referred to in clauses (i) and (ii), “Excluded Shares”)) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated October 5, 2026, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by reference to the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Company Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the Company stockholders (other than holders of Excluded Shares) of the Merger Consideration to be paid to such Company stockholders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Company’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Company’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied, at the Company’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Company’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the Company’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Agreement reviewed by Centerview. Centerview also assumed, at the Company’s direction, that the Transaction will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of

Centerview’s written opinion, to the Company stockholders (other than holders of Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transaction, whether relative to the Merger Consideration to be paid to the Company stockholders (other than holders of Excluded Shares) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Company Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

The following is a summary of the material financial analyses prepared and reviewed with the Company Board in connection with Centerview’s opinion, dated October 5, 2026. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Transaction. None of the Company, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 2, 2026 (the second to last trading day before the public announcement of the Transaction) and is not necessarily indicative of current market conditions.

Centerview reviewed and compared certain financial information of the Company to corresponding financial information of certain selected publicly traded healthcare services companies listed below that Centerview deemed comparable, based on its experience and professional judgment, to the Company (which companies are referred to as the “selected companies” in this summary of Centerview’s opinion).

Using publicly available information obtained from SEC filings and other data sources as of October 2, 2026, Centerview calculated, for each selected company, such selected company’s implied enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and performance stock units, in each case as reported in publicly available filings) plus the book value of debt and certain liabilities less cash and cash equivalents) as a multiple of the selected company’s Wall Street research analyst consensus estimated next twelve months EBITDA (“EV/NTM EBITDA Multiple”).

The selected companies reviewed and the EV/NTM EBITDA Multiples of the selected companies were as follows:

Although none of the selected companies is directly comparable to the Company, the selected companies were chosen by Centerview, among other reasons, because they are publicly traded healthcare services companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of the Company. However, because none of the selected companies is exactly the same as the Company, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview selected a reference range of EV/NTM EBITDA Multiples of 8.75x to 10.75x to apply to the Company’s estimated Next Twelve Months Adjusted EBITDA, as set forth in the Internal Data (“NTM Adjusted EBITDA”). In selecting this range of EV/NTM EBITDA Multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, operational, and/or financial characteristics of the Company and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Applying this range of EV/NTM EBITDA Multiples to the Company’s estimated NTM Adjusted EBITDA of $498 million, as set forth in the Internal Data, and (i) adding to it the Company’s estimated cash and cash equivalents of $299 million as of September 30, 2026 and (ii) subtracting from it the Company’s estimated debt of $1,171 million as of September 30, 2026, in each case, as set forth in the Internal Data, and dividing the result of the foregoing by the number of fully diluted outstanding shares of Company Common Stock (calculated using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and performance stock units (including assumptions regarding the attainment of such performance stock units)) as of October 2, 2026, as set forth in the Internal Data, resulted in an implied per share equity value range for the Company Common Stock of approximately $22.85 to $29.35, rounded to the nearest $0.05. Centerview then compared this range to the per share price of $32.05 proposed to be paid to the Company stockholders (other than holders of Excluded Shares) pursuant to the Merger Agreement.

Centerview reviewed and analyzed certain information relating to the following selected transactions involving healthcare services companies (which transactions are referred to as the “selected transactions” in this summary of Centerview’s opinion) that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to the Company and the Transaction.

Using publicly available information obtained from SEC filings and other data sources, Centerview calculated, for each selected transaction, the implied enterprise value of the target company based on the consideration payable in such selected transaction as a multiple of the target company’s Last Twelve Months EBITDA (“EV/LTM EBITDA Multiple”).

The selected transactions and the EV/LTM EBITDA Multiples of the selected transactions considered in this analysis are summarized below:

Although none of the selected transactions is directly comparable to the Transaction, these selected transactions were selected by Centerview because, among other reasons, their participants, size or other factors, for purposes of Centerview’s analysis, may be considered similar to the Transaction. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operational and/or financial conditions and prospects of the Company and the companies included in the selected precedent transactions analysis. However, because none of the selected transactions used in this analysis is identical or directly comparable to the Transaction, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected precedent transaction analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences in business, operational and/or financial characteristics and other factors that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis.

Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview selected a reference range of EV/LTM EBITDA Multiples of 9.0x to 14.0x. In selecting this range of EV/LTM EBITDA Multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences in business, operational and/or financial characteristics and other factors that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis.

Applying this reference range of EV/LTM EBITDA Multiples to the Company’s Last Twelve Months Adjusted EBITDA of $482 million, as set forth in the Internal Data, and (i) adding to it the Company’s estimated cash and cash equivalents of $299 million as of September 30, 2026 and (ii) subtracting from it the Company’s estimated debt of $1,171 million as of September 30, 2026, in each case, as set forth in the Internal Data, and dividing the result of the foregoing by the number of fully diluted outstanding shares of Company Common Stock (calculated using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and performance stock units (including assumptions regarding the attainment of such performance stock units)) as of October 2, 2026, as set forth in the Internal Data, resulted in an implied per share equity value range for Company Common Stock of approximately $22.75 to $38.50, rounded to the nearest $0.05. Centerview then compared this range to the per share price of $32.05 proposed to be paid to the Company stockholders (other than holders of Excluded Shares) pursuant to the Merger Agreement.

Centerview performed a discounted cash flow analysis of the Company based on the Forecasts. The Forecasts are described in further detail in the section below under “Certain Company Management Projections.” A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating

the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of equity values for the shares of Company Common Stock by (a) discounting to present value, as of September 30, 2026, using discount rates ranging from 10.00% to 12.50% (based on Centerview’s analysis of the Company’s weighted average cost of capital) and using a mid-year convention: (i) the forecasted after-tax unlevered free cash flows of the Company over the period beginning on October 1, 2026, and ending on December 31, 2030, utilized by Centerview based on the Forecasts (which reflect the forecasted utilization of the Company’s net operating loss carryforwards, as set forth in the Internal Data) and (ii) a range of implied terminal values of the Company at the end of the forecast period shown in the Forecasts, applying a range of terminal multiples to the Company’s projected Adjusted EBITDA for the last twelve months as of December 31, 2030, ranging from 9.5x to 11.5x; and (b) adding to the foregoing results the Company’s estimated cash and cash equivalents of $299 million as of September 30, 2026, and subtracting from the foregoing results the Company’s estimated debt of $1,171 million as of September 30, 2026, in each case, as set forth in the Internal Data.

Centerview divided the result of the foregoing calculations by the number of fully diluted outstanding shares of Company Common Stock (calculated using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and performance stock units (including assumptions regarding the attainment of such performance stock units)) as of October 2, 2026, as set forth in the Internal Data, resulting in a range of implied equity values per share of Company Common Stock of $25.65 to $34.05, rounded to the nearest $0.05. Centerview then compared this range to the per share price of $32.05 proposed to be paid to the Company stockholders (other than holders of Excluded Shares) pursuant to the Merger Agreement.

Centerview noted for the Company Board certain additional factors solely for reference and informational purposes only, including, among other things, the following:

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Company Board in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed

as determinative of the views of the Company Board or management of the Company with respect to the Merger Consideration or as to whether the Company Board would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s length negotiations between the Company and Parent and was approved by the Company Board. Centerview provided advice to the Company during these negotiations. Centerview did not, however, recommend any specific amount of consideration to the Company or the Company Board or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its current engagement, Centerview had not been engaged to provide financial advisory or other services to the Company, and Centerview did not receive any compensation from the Company during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Parent, and Centerview did not receive any compensation from Parent during such period. Centerview is currently providing informal financial advisory services unrelated to the Company to a portfolio company of investment funds managed by CD&R, an affiliate of Parent, in connection with certain strategic matters. Centerview has not received compensation for such services. Although Centerview may receive compensation in the future in connection with such matters, at this point, any potential compensation, if any, from this matter cannot be determined or quantified. In 2024 and 2025, Centerview was engaged to provide financial advisory services to American Greetings Corporation (“American Greetings”) in connection with the sale of CD&R’s majority stake in American Greetings to another sponsor, and Centerview received between $10 million and $20 million in compensation from American Greetings in connection with such services. In the two years prior to the date of its written opinion, Centerview provided informal financial advisory services unrelated to Parent to a company in which investment funds managed by CD&R hold a significant minority equity interest in connection with certain strategic matters. Such services are not currently ongoing, and Centerview has not received compensation in connection with such services. No compensation is currently payable, although Centerview may receive compensation if it is engaged to provide additional services in connection with such matter in the future. At this point, any potential fees from this matter cannot be quantified. In 2024, Centerview was engaged to provide financial advisory services to TowerBrook Capital Partners L.P. (“TowerBrook”) and CD&R in connection with the acquisition of R1 RCM Inc. by investment funds managed by TowerBrook and CD&R, and Centerview received between $30 million and $40 million in compensation in connection with such services. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to McKesson, a co-investor in the Transaction as described above, and Centerview did not receive any compensation from McKesson during such period. Centerview may provide financial advisory and other services to or with respect to the Company, Parent, CD&R, McKesson or their respective affiliates, including portfolio companies of CD&R, in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Parent, CD&R, McKesson or any of their respective affiliates, including portfolio companies of CD&R, or any other party that may be involved in the Transaction.

The Company Board selected Centerview as its financial advisor in connection with the Transaction based on Centerview’s reputation and experience and knowledge of the markets in which the Company operates. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as the financial advisor to the Company Board, the Company has agreed to pay Centerview an aggregate fee that is estimated, based on the information available as of the date of announcement, to be approximately $65 million, $3 million of which was payable upon the rendering of Centerview’s opinion and approximately $62 million of which is payable contingent upon consummation of the Transaction. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Other than certain annual and quarterly guidance and certain long-term financial targets, the Company does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results, or make

external disclosures of its anticipated financial position or results of operations, given, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. Projections as to future performance, revenues, earnings or other results, particularly for extended periods in the future, are inherently uncertain and unpredictable, including given the subjectivity of the underlying assumptions and estimates. As a result, the Company does not endorse projections or other unaudited prospective financial information as necessarily predictive of actual future results.

In connection with the Company Board’s review of the Company’s standalone prospects and the potential strategic alternatives available to the Company, including the evaluation of the Merger, in June 2026, the Company’s management prepared certain unaudited, non-public, forward-looking financial projections with respect to fiscal years 2026 through 2030 (the “Management Projections”). The Management Projections for fiscal year 2026 reflect the Company’s actual results through May 31, 2026 and management’s forecast for the remainder of fiscal year 2026. The Management Projections were reviewed by the Company Board on June 17, 2026 and were made available to the Investor Group (including Parent) and certain other potential counterparties in connection with their due diligence review of the Company, as described in the section of this proxy statement titled “— Background of the Merger.” The Management Projections were also provided to Centerview for its use and reliance in connection with its financial analyses and opinion, as described in the section of this proxy statement titled “— Opinion of Centerview Partners LLC.” The Management Projections are referred to as the “Forecasts” in the summary of Centerview’s opinion.

The Management Projections were prepared by the Company’s management and are subjective in many respects. The Management Projections reflect numerous estimates and assumptions, including the Company’s continued operation as a standalone public company and other relevant factors relating to the Company’s strategic plan, and were not prepared with a view to public disclosure and are included in this proxy statement only because such information was made available to the Company Board, Centerview and potential counterparties, including the Investor Group, as described herein. The Management Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Management Projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the Merger or the Merger itself. The Management Projections are not fact and should not be relied upon as necessarily indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on this information.

Although the summary of the Management Projections below is presented with numerical specificity, the Management Projections reflect numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to management at the time. Because the Management Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Management Projections reflect numerous estimates and assumptions with respect to industry performance, general business, competitive dynamics, economic, regulatory, reimbursement, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and inherently uncertain, and many of which are beyond the Company’s control. The Management Projections also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the Management Projections may not be realized and actual results may be significantly higher or lower than projected. The Management Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

The Management Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s subsequent Quarterly Reports on Form 10-Q and the other reports filed by the Company with the SEC, as well as those set forth in the section of this proxy statement titled “Forward-Looking Statements.” The Management Projections have been prepared by, and are the responsibility of, the Company’s management. Neither KPMG LLP (“KPMG”) nor any other independent accountant, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Management Projections and, accordingly, KPMG does not express an opinion or any other form of assurance with respect thereto. KPMG’s report incorporated by reference in this proxy statement relates to the Company’s previously issued financial statements. It does not extend to the Management Projections and should not be read to do so.

The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Company Board, the Company’s management, Centerview, Parent, Merger Sub, the Investor Group or any of their respective advisors or representatives, or any other recipient of this information, considered, or now considers, the Management Projections to be predictive of actual future results, and the Management Projections should not be relied on as such. Actual results may differ materially (and will differ materially if the Merger is completed) from the Management Projections. None of the Company, the Company Board, the Company’s management, Parent, Merger Sub, the Investor Group, Centerview or any of their respective affiliates, advisors or other representatives makes any representation to any Company stockholder or other person regarding the ultimate performance of the Company compared to the information contained in the Management Projections or that the projected results will be achieved. In addition, as described in the section of this proxy statement titled “The Merger Agreement — Representations and Warranties,” the Company has not made, and makes no, representation or warranty to Parent, Merger Sub or any other person in the Merger Agreement or otherwise concerning the Management Projections, and Parent and Merger Sub have acknowledged in the Merger Agreement that they have not relied on any estimates, projections, forecasts or other forward-looking information made available to them, except as expressly set forth in the representations and warranties of the Company in the Merger Agreement.

Except to the extent required by applicable federal securities laws, the Company does not intend, and expressly disclaims any responsibility, to update or otherwise revise or reaffirm the Management Projections to reflect circumstances existing after the date as of which such information was prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any or all of the assumptions underlying such information are shown to be in error.

The summary of the Management Projections is included in this proxy statement only because the Management Projections were made available to (A) the Company Board in connection with its consideration of the Merger and other strategic alternatives available to the Company, including remaining an independent public company (as described in the sections of this proxy statement titled “— Background of the Merger” and “— Reasons for the Merger; Recommendation of the Company Board”), (B) Centerview by the Company for use by Centerview in connection with its financial analyses and opinion (as described in the section of this proxy statement titled “— Opinion of Centerview Partners LLC”) and (C) the Investor Group (including Parent) and certain other potential counterparties, as described in the section of this proxy statement titled “— Background of the Merger.”

The following table is a summary of the Management Projections:

Certain of the measures included in the Management Projections, including Adjusted EBITDA, Gross Profit (non-GAAP) and Free Cash Flow, are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled measures used by other companies. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. The Company has not prepared, and the Company Board has not considered, a reconciliation of these non-GAAP financial measures to GAAP financial measures.

In light of the foregoing factors and the uncertainties inherent in the Management Projections, Company stockholders are cautioned not to place undue reliance on the Management Projections, and are urged to review the Company’s most recent SEC filings for a description of the Company’s reported financial results. The Management Projections are not being included in this proxy statement in order to induce any Company stockholder to vote in favor of the Merger Proposal or any of the other proposals to be voted on at the Special Meeting.

If the Merger Proposal is approved and the other conditions to the Closing are either satisfied or waived, to the extent permissible by applicable law, Merger Sub will be merged with and into the Company upon the terms set forth in the Merger Agreement. As the Surviving Corporation in the Merger, the Company will continue to exist following the Merger as a wholly owned subsidiary of Parent.

Following the Closing, all shares of Company Common Stock will be beneficially owned by Parent and none of the current Company stockholders will have any direct ownership interest in, or be a stockholder of, the Company, the Surviving Corporation or Parent after the Closing.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than (A) the Owned Company Shares and (B) the Dissenting Company Shares) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to the Merger Consideration, and (ii) each Owned Company Share will be automatically cancelled and extinguished without any conversion thereof or consideration paid therefor. Dissenting Company Shares will be entitled to payment of the fair value of such shares in accordance with Section 262 of the DGCL unless the applicable holder fails to perfect, withdraws, waives or otherwise loses those rights. For a discussion of the appraisal rights that may be exercised by holders of Company Common Stock, see the section of this proxy statement titled “Appraisal Rights.”

At the Effective Time:

in each case, without interest and (other than for Unvested Company RSUs) subject to applicable deductions and withholdings. For more information, see the sections of this proxy statement titled “The Merger Agreement — Treatment of Company Equity Awards” and “The Merger Agreement — Treatment of the 2017 Warrants.”

Company Common Stock is currently registered under the Exchange Act and trades on Nasdaq under the ticker symbol “OPCH.” Following the Closing, shares of Company Common Stock will be delisted from Nasdaq. In addition, the registration of shares of Company Common Stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to Company Common Stock. Termination of registration of Company Common Stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company stockholders and the SEC, and will make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

If the Merger Proposal is not approved by the Company stockholders, or if the Merger is not completed for any other reason, the Company stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, shares of Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, the Company will continue to file periodic and other reports with the SEC and the Company stockholders will continue to own their shares of Company Common Stock and be subject to the same general risks and opportunities as they currently are with respect to their ownership of shares of Company Common Stock.

If the Merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the market price of Company Common Stock may decline to the extent that the current market price of Company Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely affected. Pursuant to the Merger Agreement, under certain circumstances, the Company is permitted to terminate the Merger Agreement in order to enter into an alternative transaction and may be obligated to pay to Parent the Company Termination Fee. Further, under certain circumstances, Parent may be obligated to pay the Company the Parent Termination Fee. See the sections of this proxy statement titled “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Termination Fees.”

In connection with the Merger, Parent delivered to the Company (i) an equity commitment letter between Parent and CD&R Fund XII, pursuant to which CD&R Fund XII has committed, subject to the terms and conditions contained therein, to contribute, or cause to be contributed, to Parent (directly, or indirectly through one or more parent companies of Parent, or otherwise) an aggregate amount, in immediately available funds, of up to $1,465,380,885 on or prior to the Closing in connection with the funding of the Merger and (ii) an equity commitment letter between Parent and McKesson (together with the equity commitment letter described in clause (i), the “Equity Commitment Letters,” and each, an “Equity Commitment Letter”), pursuant to which McKesson has committed, subject to the terms and conditions contained therein, to contribute, or cause to be contributed, to Parent (directly, or indirectly through one or more parent companies of Parent, or otherwise) an aggregate amount, in immediately available funds, of up to $1,407,914,968, on or prior to the Closing in connection with the funding of the Merger.

The obligation of the Guarantors to provide the Equity Financing is subject to a number of conditions, including (1) the execution and delivery of the Merger Agreement by the Company, Parent and Merger Sub, (2) the satisfaction or waiver of each of the conditions to Parent’s obligations to effect the Closing set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver thereof), (3) the consummation of the Closing, assuming the funding of the Guarantors’ respective commitments, (4) the other Guarantor funding, or substantially concurrently funding, its equity commitment in accordance with the applicable Equity Commitment Letter and (5) the substantially contemporaneous, or prior, funding of the Debt Financing contemplated by the Debt Commitment Letter (or, if applicable, any alternative financing, as described in the Merger Agreement).

The Guarantors’ respective obligations to fund the Equity Financing and all of their obligations under each of the Equity Commitment Letters will terminate automatically and immediately upon the earliest to occur of (1) the Closing occurring and Parent paying all amounts required to be paid by or on behalf of Parent at the Closing pursuant to the

Merger Agreement, (2) the valid termination of the Merger Agreement in accordance with its terms, (3) the Company or any of its controlled affiliates asserting in any litigation or other proceeding a claim against Parent, any Guarantor or any non-recourse party in connection with the Merger Agreement, any Equity Commitment Letter or the transactions contemplated thereby, subject to certain exceptions, and (4) the valid termination of the Equity Commitment Letter entered into by the other Guarantor in accordance with its terms.

The Company is an express third-party beneficiary for the purpose of obtaining specific performance of Parent’s right to cause the Equity Financing to be funded by the Guarantors to Parent, subject to the terms and conditions of the Equity Commitment Letters and the Merger Agreement.

In connection with the Merger Agreement, Merger Sub has entered into the Debt Commitment Letter with Committed Lenders, pursuant to which the Committed Lenders have committed, subject to the terms and conditions set forth therein, to (i) lend up to $3,150,000,000 to fund a portion of the Transactions (including the repayment, prepayment or discharge of the outstanding Company Indebtedness) and (ii) provide up to $500,000,000 of revolving credit commitments, a portion of which may be used to fund a portion of the Transactions. The funding of such debt commitments is subject to the satisfaction of customary closing conditions.

See the section of this proxy statement titled “The Merger Agreement — Financing; Financing Cooperation.”

Concurrently with the execution of the Merger Agreement, each of the Guarantors delivered to the Company a Limited Guarantee. Subject to the terms and conditions set forth in the Limited Guarantees, the Guarantors have each guaranteed a portion of, and in the aggregate 100% of, the due and punctual payment by Parent to the Company of (1) the Parent Termination Fee, if and when payable pursuant to the Merger Agreement, (2) any reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Company, its subsidiaries or any of their respective representatives prior to the Closing Date in connection with their cooperation with, or obligations relating to, the Debt Financing, and any liabilities, losses, damages, claims, costs, expenses (including reasonable and documented out-of-pocket attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement actually suffered or incurred by the Company, its subsidiaries or any of their respective representatives in connection with their cooperation in arranging the Debt Financing or the provision of information utilized in connection therewith, in each case subject to the exceptions set forth in the Merger Agreement (collectively, the “Reimbursement Obligations”), and (3) any Enforcement Expenses incurred in connection with any action initiated by the Company to enforce payment of the Parent Termination Fee, provided that the Reimbursement Obligations and the Enforcement Expenses may not exceed $7,500,000 in the aggregate, in each case as and when payable pursuant to the Merger Agreement (items (1) through (3) above, the “Guaranteed Obligations”). CD&R Fund XII has guaranteed 51% of the Guaranteed Obligations, subject to an aggregate cap of $153,218,255, and McKesson has guaranteed 49% of the Guaranteed Obligations, subject to an aggregate cap of $147,209,696, in each case subject to the terms and conditions set forth in the applicable Limited Guarantee.

Subject to specified exceptions, each of the Limited Guarantees will terminate upon the earliest to occur of (1) the Closing, (2) payment in full by the applicable Guarantor of its respective guaranteed portion of the Guaranteed Obligations, subject to the applicable cap, (3) the valid termination of the Merger Agreement under circumstances in which Parent would not be obligated to pay the Parent Termination Fee or any other Guaranteed Obligations and (4) the date that is 120 days after the valid termination of the Merger Agreement under circumstances in which Parent would be obligated to pay the Parent Termination Fee or any other Guaranteed Obligations, unless, on or prior to such date, the Company has made a claim for payment of the Guaranteed Obligations to Parent or the applicable Guarantor, in which case the applicable Limited Guarantee will survive until such claim is finally settled or resolved, including by final, non-appealable judgment, and all amounts payable in respect thereof have been paid. The Limited Guarantees will also terminate automatically in the event the Company or any of its affiliates or successors and assigns asserts in any litigation or other proceeding that certain provisions of the Limited Guarantees limiting the Guarantors’ liability or relating to non-recourse obligations are illegal, invalid or unenforceable, or asserts certain other theories of liability against a Guarantor or any non-recourse party in connection with the Merger Agreement, the Equity Commitment Letters, the Limited Guarantees or the transactions contemplated thereby, subject to exceptions for certain retained claims and assertions regarding the amount of the Guaranteed Obligations.

In considering the recommendations of the Company Board with respect to the Merger, Company stockholders should be aware that the Company’s directors and executive officers have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Company stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that Company stockholders adopt the Merger Agreement. See the section of this proxy statement titled “— Background of the Merger” and the section of this proxy statement titled “— Reasons for the Merger; Recommendation of the Company Board.” These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

The Company’s executive officers are as follows:

The Company’s non-employee directors are as follows:

Assuming the Effective Time occurs on October 27, 2026, the following table sets forth, for each of the Company’s directors and executive officers identified above, the number of shares of Company Common Stock underlying (i) unvested Company Options, (ii) Unvested Company RSUs and (iii) unvested Company PSUs.

Company Options. At the Effective Time, each Company Option outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the Option Consideration. The amount of cash each holder is entitled to receive with respect to its Company Options will be rounded down to the nearest cent and computed after aggregating cash amounts for all Company Options held by such holder. Each Company Option outstanding as of immediately prior to the Effective Time that has an exercise price that is equal to or greater than the Merger Consideration will be cancelled and extinguished at the Effective Time without any present or future right to receive any consideration.

Assuming the Effective Time occurs on October 27, 2026, the following table sets forth, for each of the Company’s executive officers, (i) the number of vested and unvested Company Options that were held as of October 27, 2026 and (ii) the Option Consideration payable for these Company Options with a per share exercise price less than the Merger Consideration (each, an “In the Money Company Option”). The Company’s non-employee directors do not hold any Company Options.

Company RSUs – Vested. At the Effective Time, each Vested Company RSU will automatically be cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the RSU Consideration.

Assuming the Effective Time occurs on October 27, 2026, the following table sets forth, for each of the Company’s directors and executive officers identified above, (i) the number of shares of Company Common Stock underlying Vested Company RSUs held as of October 27, 2026 and (ii) the RSU Consideration payable for these Company RSUs. Outstanding RSUs held by the Company’s non-employee directors are assumed to vest as of immediately prior to the Merger, in accordance with their terms, and accordingly, any RSUs held by a non-employee director as of the assumed Effective Time are assumed to vest in connection with the Merger and eligible for payment of the RSU Consideration set forth below. Assuming the Effective Time occurs on October 27, 2026, none of the Company’s executive officers hold Vested Company RSUs.

Company RSUs – Unvested. At the Effective Time, each Unvested Company RSU will automatically be cancelled and converted into a Converted RSU Cash Award. Each Converted RSU Cash Award will (x) continue to have, and be subject to, the same terms and conditions (excluding any additional dividend equivalent rights, which will not apply following the Effective Time), including vesting terms and conditions, as applied to the corresponding Company RSU immediately prior to the Effective Time, and (y) provide for accelerated vesting upon a qualifying termination of employment prior to the applicable vesting date in accordance with the terms of the applicable award agreement or other Employee Plan (as defined in the Merger Agreement) that provides for accelerated vesting of Company RSUs upon a qualifying termination.

Assuming the Effective Time occurs on October 27, 2026, the following table sets forth, for each of the Company’s directors and executive officers identified above, (i) the number of shares of Company Common Stock underlying Unvested Company RSUs held as of October 27, 2026 and (ii) the cash value of the Converted RSU Cash Awards to be awarded for these Company RSUs. Because outstanding RSUs held by non-employee directors will vest as of immediately prior to the Merger in accordance with their terms, it is assumed that none of the Company’s non-employee directors holds Unvested Company RSUs as of the assumed Effective Time.

Company PSUs. At the Effective Time, each Company PSU that was granted prior to the date of the Merger Agreement, other than any Company PSU that is granted during the Interim Period, outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be (i) deemed vested with respect to the number of shares of Company Common Stock issuable pursuant to such Company PSU determined (x) for any Company PSU with a performance period that has concluded prior to the Effective Time, based on actual achievement of the applicable performance goals, and (y) for any Company PSU with a performance period that has not concluded prior to the

Effective Time, assuming target performance, and (ii) cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the PSU Consideration.

Assuming the Effective Time occurs on October 27, 2026, the following table sets forth, for each of the Company’s executive officers identified above, (i) the number of shares of Company Common Stock underlying Company PSUs held as of October 27, 2026 (at the levels of performance described above) and (ii) the PSU Consideration payable for these Company PSUs. The Company’s non-employee directors do not hold any Company PSUs.

Each of the Company’s current executive officers is eligible to participate in the Executive Severance Plan, which provides for enhanced severance benefits in the event that, within two years following a change in control (such as the Merger), the executive officer’s employment is terminated without “cause” or the executive officer resigns for “good reason” (both as defined in the Executive Severance Plan) (each such termination, a “Change in Control Termination”).

The Executive Severance Plan provides that, in the event of a Change in Control Termination, the executive officer will be entitled to the following:

As a condition to receiving the severance payments and benefits described above, each executive officer was required to enter into a participation agreement that contains restrictive covenants relating to non-competition and non-solicitation of customers and employees that apply during employment and for 12 months and 18 months, respectively, thereafter. The severance payments and benefits described above are subject to the executive officer’s execution and non-revocation of a separation agreement and general release of claims in favor of the Company and related persons and entities (which will also contain confidentiality, return of property and non-disparagement provisions), and are also subject to the executive officer’s continued compliance with such separation agreement and release and the executive officer’s existing restrictive covenant obligations.

If any payments or benefits to a participant under the Executive Severance Plan would result in “golden parachute” excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such payments and benefits would, unless such excise tax is eliminated using an alternate mitigation strategy as described in the section below captioned “— 280G Mitigation Actions; Gross-Up,” be reduced to an amount that would not result in the imposition of such tax if the reduction would be better for the participant on a net after-tax basis.

If each executive officer who is not a named executive officer experiences a Change in Control Termination in connection with the Merger, each would receive benefits under the Executive Severance Plan as follows: Prateek Bhatia, PhD would receive $1,946,006; Obafemi Adewunmi, M.D. would receive $1,801,205; and Michael Bavaro would receive $1,639,170. For an estimate of the value of the payments and benefits that would be payable to the Company’s named executive officers upon a Change in Control Termination in connection with the Merger, see the section below captioned “— Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers.”

Under the Merger Agreement, the Company may establish a cash-based transaction bonus program awarding transaction bonuses in an aggregate amount of up to $6 million to any employee selected by the Company’s Chief Executive Officer, in amounts determined by the Company’s Chief Executive Officer, in order to promote retention and to incentivize efforts to consummate the Merger (the “Transaction Bonus Program”). These awards will vest and become payable, contingent upon the applicable employee’s continued employment through the earlier of the date of the closing of the Merger and September 30, 2027, or upon an earlier qualifying termination of employment. As of the date of this proxy statement, there are no agreements or arrangements regarding allocation of awards from the Transaction Bonus Program to any of the Company’s executive officers.

Certain of the Company’s current and former executive officers participate in the DCP. All amounts credited to participants’ accounts under the DCP, including both amounts deferred by participants and Company contributions, are fully vested. Under the Merger Agreement, the Company is permitted to terminate the DCP in accordance with its terms and in compliance with Section 409A of the Code. The Company is currently considering whether to terminate the DCP prior to the Closing. If the Company terminates the DCP, all amounts credited to participants’ accounts under the DCP, including the accounts of former employees that have not been fully distributed, will be distributed to participants no later than 12 months following the Closing Date. As of October 15, 2026, Mr. Rademacher; Ms. Sethna; and Messrs. Bavaro, Smyser and Grashoff held aggregate account balances under the DCP of $314,821, $32,375, $314,521, $830,550 and $168,782, respectively.

As of the date of this proxy statement, no executive officer of the Company has entered into any agreement with Parent or any of its affiliates regarding individual employment arrangements with, or the right to purchase or participate in the equity of, Parent, the Surviving Corporation or one or more of their respective affiliates following the consummation of the Merger. Prior to and following the Closing, however, Parent intends to have discussions with certain executive officers of the Company regarding employment with, or compensation and benefits, including the right to purchase or participate in the equity of, Parent, the Surviving Corporation or one or more of their respective affiliates and certain executive officers of the Company may enter into agreements with, Parent, Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or compensation and benefits, including the right to purchase or participate in the equity of, Parent, the Surviving Corporation or one or more of their respective affiliates. It is also expected that Parent will develop a new long-term incentive plan, to be implemented on or following Closing, intended to incentivize key members of management and allow them to participate in the growth of Parent and the Surviving Corporation after Closing. While the terms and conditions of the management incentive plan have not yet been determined, it is currently expected that up to 10% of the fully diluted equity of Parent or one of its affiliates will be available for grants and allocated under the plan as of the Closing.

The Merger Agreement provides that, for any employee (including any executive officer) who is a “disqualified individual” (as defined in Section 280G of the Code), the Company may implement certain strategies to mitigate adverse tax consequences resulting from the application of Sections 280G and 4999 of the Code and to maximize the

net after-tax proceeds received by such employee who is subject to Section 4999 of the Code, including, only after exhausting commercially reasonable mitigation strategies, entering into excise tax gross-up agreements with such affected employees with an aggregate value for all such agreements, if any, not to exceed $2 million, subject to Parent’s review and comment.

Pursuant to the terms of the Merger Agreement, for six years following the Effective Time, the Company’s current and former directors and officers will be entitled to certain ongoing indemnification, exculpation and advancement of expenses, as well as continued coverage under directors’ and officers’ liability insurance policies (or a “tail” policy), subject to certain limitations. For more information, see the section of this proxy statement titled “The Merger Agreement — Indemnification of Directors and Officers and Insurance.”

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of the Company’s named executive officers, that is based on or otherwise relates to the Merger and that will or may become payable to the named executive officers at the completion of the Merger or on a qualifying termination of employment upon or following the date of the Closing. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section, we use such term to describe the Merger-related compensation that will or may be payable to the Company’s named executive officers. The “named executive officers” presented in this disclosure are the Company’s named executive officers as disclosed in the Company’s 2026 annual proxy statement dated April 8, 2026, other than Messrs. Christopher L. Grashoff (Former Chief Growth Officer) and Michael Shapiro (Former Chief Financial Officer), whose employment with the Company ended on May 8, 2026 and March 31, 2026, respectively, and thus are not entitled to any payments in connection with the Merger, other than, in the case of Mr. Grashoff, the potential accelerated distribution of his vested account balance under the DCP if the Company terminates the DCP, as described above under “— Deferred Compensation Plan.”

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of the Company’s named executive officers would receive, based on the following assumptions: (i) the Closing occurs on October 27, 2026 (which is the assumed closing date solely for purposes of this golden parachute compensation disclosure and is not the actual date of Closing); (ii) each of the Company’s named executive officers (other than Messrs. Grashoff and Shapiro) is employed or providing services to the Company at the Closing and experiences a qualifying termination of employment immediately following the Closing, entitling the named executive officer to enhanced change in control severance with such severance entitlements based on each named executive officer’s compensation (including base salary and target annual bonus) and benefit levels in effect on October 27, 2026; (iii) no named executive officer enters into any new agreement or becomes entitled to, prior to the Closing, additional compensation or benefits related to the Transactions or any new equity-based awards; (iv) each named executive officer has properly executed any required releases and complied with all requirements necessary in order to receive all payments and benefits; and (v) the value per share of our Company Common Stock on the completion of the Transactions is $32.05 (that is, the Merger Consideration). Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the named executive officers below may materially differ from the amounts set forth below. The actual amounts payable to the Company’s named executive officers (other than Messrs. Grashoff and Shapiro) will depend on whether, among other things, the named executive officer experiences a qualifying termination, the date of such termination (if any) and other factors, and accordingly may differ from the amounts set forth below.

The following discussion summarizes certain material U.S. federal income tax considerations applicable to Company stockholders who receive cash in exchange for shares of Company Common Stock pursuant to the Merger.

This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. This discussion is based upon the provisions of the Code, the U.S. Treasury Regulations promulgated thereunder and judicial decisions and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements set forth herein. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service (referred to herein as the “IRS”) regarding any of the tax issues discussed herein. There can be no assurance that the IRS will not challenge one or more of the tax consequences of the Merger described in this proxy statement.

This discussion assumes that Company stockholders hold their shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is general in nature and does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder of Company Common Stock in light of such holder’s individual circumstances, nor does it address U.S. state or local, non-U.S., or estate or gift taxes, any minimum tax, the rules regarding qualified small business stock within the meaning of Section 1202 of the Code, the Medicare tax on net investment income or any other aspect of any U.S. federal tax other than U.S. federal income tax. This discussion also does not address tax considerations that may be relevant to Company stockholders subject to special treatment under the U.S. federal income tax laws, such as, but not limited to, banks or other financial institutions, brokers or dealers in securities or currencies, mutual funds, partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities and their partners or members, subchapter S corporations, tax-exempt organizations, holders of more than 5% (by vote or value) of the outstanding Company Common Stock (other than as described herein), governmental organizations, retirement or other tax-deferred accounts, insurance companies, traders in securities who elect the mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, persons purchasing or selling shares of Company Common Stock as part of a wash sale for tax purposes, corporations that accumulate earnings to avoid U.S. federal income tax, U.S. expatriates and former citizens or long-term residents of the United States, persons subject to base erosion and anti-abuse tax under Section 59A of the Code, holders who acquired their Company Common Stock through the exercise of Company Options or otherwise as compensation, holders who hold their Company Common Stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, U.S. holders that hold shares of Company Common Stock through non-U.S. brokers or other non-U.S. intermediaries, real estate investment trusts, regulated investment companies, holders deemed to sell their shares of Company Common Stock under the constructive sale provisions of the Code, entities subject to the U.S. anti-inversion rules, persons that are required to recognize income for tax purposes no later than the time when such income is taken into account in applicable financial statements (within the meaning of Section 451 of the Code), persons who own (directly, indirectly or constructively) an equity interest in Parent or the Surviving Corporation and holders who exercise appraisal rights in connection with the Merger under the DGCL.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company Common Stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and activities of the partner and the partnership. If you are a partnership holding Company Common Stock or a partner of a partnership holding Company Common Stock, you are urged to consult your own tax advisor regarding the U.S. federal income tax consequences of the Merger relevant to you.

This discussion is for informational purposes only and is not tax advice. Company stockholders are urged to consult their tax advisors with respect to the U.S. federal income tax consequences of the Merger to them in light of their particular circumstances, as well as any tax consequences of the Merger arising under the U.S. federal tax laws other than those pertaining to income tax, including estate or gift tax laws, “golden parachute” rules, or under any state, local or non-U.S. tax laws or under any applicable income tax treaty.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company Common Stock that, for U.S. federal income tax purposes, is:

For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of Company Common Stock that is, for U.S. federal income tax purposes, an individual, a corporation, a trust or an estate that is not a U.S. holder.

The receipt of cash in exchange for shares of Company Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. A U.S. holder will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the Merger (determined before the deduction of any applicable withholding taxes) and such U.S. holder’s adjusted tax basis in the shares of Company Common Stock exchanged for cash pursuant to the Merger. A U.S. holder’s adjusted tax basis in a share of Company Common Stock will generally be equal to the amount the U.S. holder paid for such share of Company Common Stock. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period for such shares of Company Common Stock exceeds one year as of the date of the Closing. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of federal income taxation. Short-term capital gains are generally taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Gain or loss must be calculated separately for each block of Company Common Stock (i.e., Company Common Stock acquired at the same time and at the same price in a single transaction). U.S. holders who own separate blocks of Company Common Stock should consult their own tax advisors with respect to these rules.

A U.S. holder may, unless an exception applies, be subject to information reporting and backup withholding (currently at a rate of 24%) with respect to the cash received pursuant to the Merger unless such U.S. holder provides its correct taxpayer identification number (referred to as the “TIN”) on IRS Form W-9 (or if appropriate, a substitute or successor form) and certifies under penalties of perjury that such TIN is correct and that such U.S. holder is not subject to backup withholding. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the IRS in a timely manner and other requirements are satisfied.

Any gain recognized on the receipt of cash pursuant to the Merger by a non-U.S. holder will generally not be subject to U.S. federal income tax unless:

Non-U.S. holders should consult their own tax advisors regarding the applicability of U.S. federal income tax with respect to real property to the non-U.S. holder’s disposition of Company Common Stock, including any associated tax payment or tax return filing obligations.

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding (currently at a rate of 24%) with respect to the cash received by such non-U.S. holder pursuant to the Merger unless such non-U.S. holder provides an applicable and properly executed IRS Form W-8 certifying under penalties of perjury the holder’s non-U.S. status (and the payor or applicable withholding agent does not have actual knowledge or reason to know that the non-U.S. holder is a United States person as defined under the Code) or otherwise establishes an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the taxing authorities of the country in which the non-U.S. holder resides or is established. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any, provided that the non-U.S. holder furnishes the required information to the IRS in a timely manner and other applicable requirements are satisfied. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

THE FOREGOING DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. IN ADDITION, THIS DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A HOLDER’S INDIVIDUAL CIRCUMSTANCES. ACCORDINGLY, EACH HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDER IN LIGHT OF SUCH HOLDER’S PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES WITH RESPECT TO ANY NON-INCOME TAX OR ANY STATE, LOCAL OR NON-U.S. TAX LAWS.

Under the HSR Act, the Merger may not be completed until the parties have filed notification and report forms with the FTC and the DOJ and the applicable waiting period has expired or been terminated. The waiting period generally expires 30 calendar days after both filings are made. If the FTC or the DOJ issues a request for additional information and documentary material (a “Second Request”) before then, the waiting period is extended until 30 calendar days after the parties substantially comply with the Second Request, unless terminated earlier or extended by agreement with the agency.

Under the Merger Agreement, the parties have agreed to file their HSR notification and report forms within 20 business days following the date of the Merger Agreement, to cooperate in making those filings and to take all actions

reasonably necessary, proper or advisable to remove any antitrust impediments to the Closing as promptly as practicable, and in any event at least five business days prior to the Termination Date. Each party must respond as promptly as practicable to any Second Request or other request for information under any antitrust law, after consulting with the other parties. No party may withdraw its filing or enter into any timing agreement with a governmental authority without the other parties’ prior written consent (not to be unreasonably withheld, conditioned or delayed).

Parent and Merger Sub have also agreed to use, and to cause their affiliates to use, reasonable best efforts to eliminate every antitrust impediment to the Closing within the same timeframe, including by taking any action or agreeing to limit their freedom of action with respect to the Company or its subsidiaries, divisions or affiliates following the Closing, unless doing so would, in Parent’s reasonable good faith judgment, be reasonably likely to give rise to a Regulatory Material Adverse Effect (as defined in the Merger Agreement) (such efforts, “Parent and Merger Sub Reasonable Best Efforts”). Each party has agreed to use reasonable best efforts (and, in the case of Parent and Merger Sub, Parent and Merger Sub Reasonable Best Efforts) to defend any legal proceeding by a governmental authority challenging the Merger and to have any order prohibiting the Merger vacated or reversed, including through appeals.

Subject to applicable law, the parties have also agreed to keep each other informed of communications with, and submissions to, governmental authorities relating to the Merger, to allow each other to review proposed submissions in advance and not to participate in substantive meetings with any governmental authority without giving the other parties reasonable prior notice and, where permitted, the opportunity to attend.

Until the earlier of the Effective Time and the termination of the Merger Agreement, Parent and Merger Sub have agreed not to, and to cause their affiliates not to, acquire any business that competes with, or supplies drugs or medical supplies to, the Company if doing so would reasonably be expected to materially delay or increase the risk of not obtaining any required governmental authorization, or otherwise prevent or materially delay the Merger. Parent and Merger Sub will pay all antitrust filing fees, and each party will bear its own costs of preparing its filings.

The Closing is also conditioned on (i) the expiration or termination of the waiting periods (and any extensions thereof) applicable to the Merger under certain state healthcare transaction notice laws, and (ii) the receipt, and continued effectiveness, of certain approvals under those laws and under state pharmacy licensure laws.

The filings subject to a waiting period are (i) the Report of Health Care Entity Merger to the Indiana Office of the Attorney General, to be submitted at least 90 days prior to the Closing, (ii) the Notice of Material Change to the Massachusetts Health Policy Commission, to be submitted at least 60 days prior to the Closing, and (iii) the Material Health Care Transaction and Premerger Notification to the Washington Office of the Attorney General, made by submitting a copy of the HSR filing, at least 60 days prior to the Closing.

The required consents are (i) the approval of the Oregon Health Authority following submission of a Notice of Material Change Transaction to the Oregon Health Authority, and (ii) the approval of the California State Board of Pharmacy following submission of a new permit application to the California State Board of Pharmacy.

In addition, the parties expect to make certain other pre-closing notices and filings in connection with the Merger, including a Material Transaction Notice to the New York State Department of Health and a submission of the HSR filing to the Connecticut Office of the Attorney General, each 30 days prior to the Closing, as well as filings relating to the Company’s healthcare permits, licenses and Medicaid enrollments. None of these other notices and filings are conditions to the consummation of the Merger.

Each of Parent and the Company has agreed to make, and to cause its affiliates to make, the filings required to satisfy the conditions to the Closing within 30 business days following the date of the Merger Agreement, subject to limited exceptions (as described in the section of this proxy statement titled “The Merger Agreement — The Company Board’s Recommendation; Company Board Recommendation Change — Healthcare Regulatory Filings”). The parties have also agreed to use reasonable best efforts to cooperate in connection with certain filings specified in the Company Disclosure Letter (the “Healthcare Filings”), and Parent has agreed to use best efforts to obtain all required approvals in connection with the Healthcare Filings as promptly as practicable, and in any event at least five business days before the Termination Date.

There can be no assurances that all of the required regulatory approvals required to satisfy the conditions to the Closing will be obtained and, if obtained, there can be no assurances as to the timing of any approvals, the Company’s or Parent’s ability to obtain these approvals on satisfactory terms or the absence of any litigation challenging such approvals.

At any time before or after the Effective Time, and even after the waiting period under the HSR Act has expired or been terminated, the FTC, the DOJ, any state, or private parties could seek to enjoin the Merger or seek other remedies under the antitrust laws. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

If the Merger is completed, the shares of Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of Company Common Stock will no longer be publicly traded.

As of the date of this proxy statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay the Closing and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the Closing is the absence of any law, injunction or order (whether temporary, preliminary or permanent) from any governmental authority of competent jurisdiction prohibiting, enjoining or otherwise making illegal the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement.

This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this proxy statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section titled “Where You Can Find Additional Information.”

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for the purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in the Company’s public disclosures, as well as additional nonpublic information); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you.

You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Upon the terms and subject to the satisfaction or valid waiver of the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, whereupon the separate corporate existence of Merger Sub will cease, and the Company will continue as the Surviving Corporation of the Merger and as a wholly owned subsidiary of Parent.

The Merger Agreement provides that, at the Effective Time, all (i) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation and (ii) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation. If the Merger is consummated, the Company will cease to be a publicly traded company, and you will not own any shares of capital stock of the Surviving Corporation.

At the Effective Time, (i) the certificate of incorporation of the Company will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement and, as so amended and restated, will be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL and such certificate of incorporation, and (ii) the bylaws of Merger Sub as in effect immediately prior to the Effective Time will become the bylaws of the Surviving Corporation, except that all references to Merger Sub will be automatically amended and will become references to the Surviving Corporation, until thereafter amended as provided by the DGCL, the certificate of incorporation and such bylaws, in each case subject to the obligations described below under “Indemnification of Directors and Officers and Insurance.”

The parties have agreed to take all actions necessary so that the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation immediately following the Effective Time, and the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation immediately following the Effective Time, in each case until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

The Closing will take place at 9:00 a.m., New York City time, remotely by exchange of documents and signatures (or their electronic counterparts), on a date to be agreed upon by Parent, Merger Sub and the Company that is no later than the third business day after the satisfaction or waiver (to the extent permitted by the Merger Agreement) of the last to be satisfied or waived of the conditions set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by the Merger Agreement) of such conditions), or at such other time, location and date as Parent, Merger Sub and the Company mutually agree in writing. However, if the Marketing Period has not ended on or prior to the time of such satisfaction or waiver, the Closing will instead occur on the earlier of (a) a date during the Marketing Period specified by Parent on no fewer than three business days’ notice to the Company (unless a shorter period is agreed to by the Company and Parent) and (b) the third business day following the final day of the Marketing Period, subject in each case to the satisfaction or waiver (to the extent permitted by the Merger Agreement) of the closing conditions (as discussed below under “— Conditions to the Closing of the Merger”) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by the Merger Agreement) of such conditions).

Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in the Merger Agreement, on the Closing Date, Parent, Merger Sub and the Company will cause the Merger to be consummated pursuant to the DGCL by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL. The Merger will become effective at the Effective Time.

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities:

The Merger Consideration will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company Common Stock (or securities convertible or exchangeable into or exercisable for shares of Company Common Stock) occurring on or after the date of the Merger Agreement and prior to the Effective Time, provided that this adjustment provision does not permit the Company or any of its subsidiaries or any other person to take any action otherwise prohibited by the Merger Agreement.

At the Effective Time, each outstanding 2017 Warrant will automatically, without any action on the part of Parent, Merger Sub, the Company or the applicable Warrant Holder, in accordance with the terms of the Warrant Agreement, become exercisable by the holder thereof solely for the right to receive the same Merger Consideration as such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the share of Company Common Stock then issuable upon exercise in full of such 2017 Warrant. Parent and Merger Sub have agreed that, at and following the Effective Time, the successor of the Company (if any) will assume in writing the obligation to deliver to each holder of a 2017 Warrant, in exchange for such warrant, a security of such successor evidenced by a written instrument substantially similar in form and substance to the 2017 Warrant. The Company has agreed to provide Parent with reasonably prompt written notice of any exercise of a 2017 Warrant of which it has knowledge following the date of the Merger Agreement and prior to the Effective Time. Any 2017 Warrant that is

exercised prior to the Effective Time will be deemed to represent an outstanding share of Company Common Stock and will be treated as described above under “Merger Consideration — Common Stock.”

Prior to the Closing, the Company has agreed to use commercially reasonable efforts to enter into an agreement with each Warrant Holder pursuant to which such Warrant Holders will agree to (a) exercise their 2017 Warrants at or prior to the Closing and (b) instruct the Company to withhold a portion of the consideration equal to the amount owed in respect of the exercise price as set forth in the Warrant Agreement. So long as the Company (x) delivers a request to enter into such agreement to each Warrant Holder reasonably promptly following the date of the Merger Agreement and (y) reasonably promptly responds to any questions or comments from any Warrant Holder with respect to such agreement, the Company will not be deemed to have breached this covenant for purposes of the related closing condition.

At the Effective Time, each Company Option outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the Option Consideration. The amount of cash each holder is entitled to receive with respect to its Company Options will be rounded down to the nearest cent and computed after aggregating cash amounts for all Company Options held by such holder. Each Company Option outstanding as of immediately prior to the Effective Time that has an exercise price that is equal to or greater than the Merger Consideration will be cancelled and extinguished at the Effective Time without any present or future right to receive any consideration.

Vested Company RSUs. At the Effective Time, each Vested Company RSU will automatically be cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the RSU Consideration.

Unvested Company RSUs. At the Effective Time, each Unvested Company RSU will automatically be cancelled and converted into a Converted RSU Cash Award. Each Converted RSU Cash Award will (x) continue to have, and be subject to, the same terms and conditions (excluding any additional dividend equivalent rights, which will not apply following the Effective Time), including vesting terms and conditions, as applied to the corresponding Company RSU immediately prior to the Effective Time, and (y) provide for accelerated vesting upon a qualifying termination of employment prior to the applicable vesting date in accordance with the terms of the applicable award agreement or other Employee Plan (as defined in the Merger Agreement) that provides for accelerated vesting of Company RSUs upon a qualifying termination.

At the Effective Time, each Company PSU that was granted prior to the date of the Merger Agreement, other than any Company PSU that is granted during the Interim Period, outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be (i) deemed vested with respect to the number of shares of Company Common Stock issuable pursuant to such Company PSU determined (x) for any Company PSU with a performance period that has concluded prior to the Effective Time, based on actual achievement of the applicable performance goals, and (y) for any Company PSU with a performance period that has not concluded prior to the Effective Time, assuming target performance, and (ii) cancelled and converted into the right of the holder to receive an amount in cash, without interest and subject to all applicable deductions and withholdings required by law to be withheld in respect of such payment, equal to the PSU Consideration.

At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate Option Consideration, the aggregate RSU Consideration owed to all holders of Vested Company RSUs and the aggregate PSU Consideration. Except as otherwise required under the terms of the applicable Employee Plan or Company Stock Plan or as necessary to avoid the imposition of any additional taxes or penalties pursuant to Section 409A of the Code, as promptly as reasonably practicable, but in any event no later than

five business days, after the Closing Date, the applicable holders of Company Options, Vested Company RSUs and Company PSUs will be paid by the Company or the Surviving Corporation, through its payroll system or payroll provider, all amounts required to be paid to such holders in respect of such awards, less any required withholding.

The Company has agreed to take all actions necessary to effect the cancellation and conversion of the Company Options, Vested Company RSUs and Company PSUs upon the Effective Time, including the satisfaction of the requirements of Rule 16b-3(e) under the Exchange Act.

For information regarding the treatment of equity awards held by the Company’s directors and executive officers, see the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Prior to the Closing, Parent will (i) select a nationally recognized bank or trust company reasonably acceptable to the Company to act as the payment agent for the Merger (the “Payment Agent”) and (ii) enter into a payment agent agreement, in form and substance reasonably acceptable to the Company, with the Payment Agent. At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, an amount of cash equal to the aggregate consideration to which holders of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) become entitled under the Merger Agreement (such cash and any proceeds thereon, the “Payment Fund”). Until disbursed, the Payment Fund will be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) obligations of or fully guaranteed by the United States or any agency or instrumentality thereof and backed by the full faith and credit of the United States with a maturity of no more than 30 days, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation or Moody’s Investors Service, Inc., respectively, or (iii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available). To the extent there are any losses with respect to such investments, or the Payment Fund diminishes below, or is otherwise unavailable at, the level required to promptly pay the Merger Consideration, Parent will promptly replace or restore the cash in the Payment Fund. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund will not be used for any purpose other than payment to holders of Company Common Stock as contemplated by the Merger Agreement.

Promptly following the Effective Time (and in any event within five business days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record of one or more stock certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) (“Certificates”) (i) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Company Common Stock represented by such Certificates by (B) the Merger Consideration, and the Certificates so surrendered will be cancelled.

Record holders of uncertificated shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) (“Uncertificated Shares”) will not be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent. Instead, upon receipt by the Payment Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Payment Agent may reasonably request), each such holder will be entitled to receive an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (B) the Merger Consideration, and such Uncertificated Shares will be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of Certificates or transfer of Uncertificated Shares. Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the amounts payable in respect thereof pursuant to the Merger Agreement.

Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the Payment Agent and the Depository Trust Company (“DTC”) such that, if the Closing occurs at or prior to 2:00 p.m., Eastern Time (or such other time as Parent and the Company may mutually agree in writing), on the Closing Date, the

Payment Agent will transmit to DTC or its nominee on the Closing Date an amount in cash (by wire transfer of immediately available funds) equal to the number of shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) held of record by DTC or its nominee immediately prior to the Effective Time multiplied by the Merger Consideration, and, if the Closing occurs after such time, on the first business day after the Closing Date.

If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or transferred Uncertificated Share is registered, it will be a condition of payment that (i) the person requesting such exchange present proper evidence of transfer or the Certificate or Uncertificated Share otherwise be in proper form for transfer and (ii) the person requesting such payment present evidence reasonably satisfactory to the Surviving Corporation that any applicable stock transfer taxes have been paid or are not applicable.

Any portion of the Payment Fund that remains undistributed to holders of Certificates or Uncertificated Shares one year after the Effective Time will be delivered to Parent (or the Surviving Corporation as directed by Parent) upon demand, and any holders who have not surrendered or transferred their shares will thereafter look solely to Parent (subject to abandoned property, escheat or similar law), as general creditors, for payment of the Merger Consideration. Any amounts remaining unclaimed five years after the Effective Time (or immediately prior to such earlier date on which such amounts would otherwise escheat to any governmental authority) will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interests of any person previously entitled thereto. None of the Payment Agent, Parent, the Surviving Corporation or any other party will be liable to any holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures set forth in the Merger Agreement) be cancelled and exchanged.

If any Certificate has been lost, stolen or destroyed, the Payment Agent will issue the Merger Consideration payable in respect thereof upon the making of an affidavit of that fact by the holder. Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to such payment, require the owner of such Certificate to deliver a bond in such reasonable amount as it may direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Payment Agent with respect to such Certificate.

Each of the Payment Agent, Parent, the Company and the Surviving Corporation (without duplication), as applicable, will be entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement such amounts as are required to be deducted or withheld under the Code or any applicable provision of state, local or non-U.S. tax law. To the extent such amounts are so deducted or withheld and paid over to the appropriate governmental authority, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

If required by the DGCL (but only to the extent required thereby), the Dissenting Company Shares will not be converted into the right to receive the Merger Consideration. Instead, holders and beneficial owners of Dissenting Company Shares will be entitled to receive payment of the fair value of such shares in accordance with Section 262 of the DGCL unless and until any such holder or beneficial owner fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder or beneficial owner fails to perfect or effectively withdraws or waives or otherwise loses such rights, such Dissenting Company Shares will thereupon be treated as if they had been cancelled, extinguished and converted, at the Effective Time, into the right to receive the Merger Consideration, without interest thereon, and the Surviving Corporation will remain liable for payment of the Merger Consideration, without interest thereon, for such shares. At the Effective Time, any holder or

beneficial owner of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and the right to receive the Merger Consideration in the circumstances described in the preceding sentence.

The Company has agreed to give Parent (i) prompt notice of any demands received by the Company for appraisal of Company Common Stock and withdrawals or attempted withdrawals of such demands and (ii) the right to participate in all negotiations and proceedings with respect to such demands. The Company may not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or settle or offer to settle any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL or propose or agree to do any of the foregoing. Parent may not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal prior to the Closing.

For more information, see the section of this proxy statement titled “Appraisal Rights.”

The Merger Agreement contains representations and warranties of the Company, Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds). The representations and warranties were made for purposes of the Merger Agreement and are subject to the qualifications, limitations and exceptions set forth therein. The representations and warranties made by the Company are further modified and limited by the confidential disclosure letter delivered by the Company to Parent and Merger Sub on the date of the Merger Agreement (the “Company Disclosure Letter”) and are also subject to, and qualified by, certain information in the reports, statements, schedules and other documents filed or furnished by the Company with the SEC on or after January 1, 2025 and at least 24 hours prior to the date of the Merger Agreement (excluding disclosures solely in risk factors and in forward-looking statements, except to the extent such information consists of factual and/or historical statements). Information in such SEC filings does not modify or qualify the representations and warranties relating to organization and good standing, corporate power and enforceability, Company Board approval, the fairness opinion and anti-takeover laws, capitalization (including capital stock, stock reservation and awards, and other Company securities), or brokers.

The representations and warranties made by the Company to Parent and Merger Sub in the Merger Agreement relate to, among other things:

The Merger Agreement also contains representations and warranties of Parent and Merger Sub, made jointly and severally, relating to, among other things: