ACH

Sale of Products & Healthcare Services Business On February 28, 2025, we announced that we were actively engaged in discussions regarding the anticipated sale of our Products & Healthcare Services (P&HS) business. On October 7, 2025, we entered into an Equity Purchase Agreement (the Purchase Agreement) by and among the Company, Dominion Healthcare Acquisition Corporation, a Delaware corporation (the Purchaser), and Dominion Healthcare Holdings, L.P., a Delaware limited partnership (Purchaser Parent), to sell the P&HS business, for an aggregate of $375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expenses. On December 31, 2025, we completed the sale of the P&HS business pursuant to the Purchase Agreement. We retained a 5% equity interest in the P&HS business, which is reflected in other assets, net on our condensed consolidated balance sheets. In accordance with GAAP, the financial position and results of operations of the P&HS business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. With the exception of Note 2, the Notes to Condensed Consolidated Financial Statements reflect the continuing operations of Accendra Health, Inc. unless otherwise noted. See Note 2 in the Notes to Condensed Consolidated Financial Statements for additional information regarding discontinued operations. Overview Accendra Health, Inc., along with its subsidiaries, (collectively, the Company, we, us, or our) is a leading nationwide provider of products, technology, and services that supports health beyond the hospital for millions of people each year. As discussed within Note 1 in the Notes to Condensed Consolidated Financial Statements, our business activities comprise a single operating and reporting segment. Loss from continuing operations per common share was $(1.16) for the three months ended June 30, 2026 as compared to $(1.09) for the three months ended June 30, 2025. Our financial results for the three months ended June 30, 2026 as compared to the prior year were impacted by a decrease in net revenue of $69 million, an increase in exit and realignment charges, net of $23 million, a $17 million loss on modification and extinguishment of debt, and an increase in acquisition-related charges and intangible amortization of $15 million, partially offset by prior year expenses that did not recur in the current year period, including the transaction breakage fee of $80 million and transaction financing fees, net of $18 million, and lower selling, general, and administrative expenses (SG&A) of $24 million. Loss from continuing operations per common share was $(1.25) for the six months ended June 30, 2026 as compared to $(1.14) for the six months ended June 30, 2025. Our financial results for the six months ended June 30, 2026 as compared to prior year were impacted by a decrease in net revenue of $115 million, an increase in acquisition-related charges and intangible amortization of $21 million, and a $17 million loss on modification and extinguishment of debt, partially offset by prior year expenses that did not recur in the current year period, including the transaction breakage fee of $80 million and transaction financing fees, net of $18 million, lower SG&A of $31 million and lower exit and realignment charges, net of $14 million. Refer to “Results of Operations” for further detail of quantitative and qualitative drivers of our results. Balance Sheet Optimization Transaction In June 2026, we exchanged and/or extended a substantial portion of our debt (the Balance Sheet Optimization Transaction). In exchange (the Exchange Offers) for our outstanding 4.500% Senior Notes due 2029 (the 2029 Notes) and 6.625% Senior Notes due 2030 (the 2030 Notes, and together with the 2029 Notes, the Unsecured Notes), we offered (i) newly issued 9.000% Senior Secured First Lien Notes due 2032 (the 2032 Notes) to holders that participated in the new money issuance of the First Lien Notes and (ii) newly issued 9.750% Senior Secured Second Lien Notes due 2033 (the 2033 Notes, and together with the 2032 Notes, the Secured Notes). In connection with the Exchange Offers for the 2029 Notes, we offered $326 million in aggregate principal amount of the newly issued 2032 Notes for cash. The Secured Notes were issued and guaranteed on a senior secured basis by the Company’s existing and future wholly owned domestic subsidiaries (including each subsidiary guarantor of 22 Table of Contents the Unsecured Notes), subject to certain exceptions. The 2032 Notes were used to extinguish the $326 million in outstanding principal on the Term Loan A. At the expiration of the Exchange Offers, $478 million in aggregate principal amount of 2029 Notes were tendered and $548 million in aggregate principal amount of 2030 Notes were tendered and cancelled, representing approximately 99.9% and 99.2% of the principal outstanding. Following such cancellation, and as of June 30, 2026, $0.3 million in aggregate principal amount of the 2029 Notes and $4.2 million in aggregate principal amount of the 2030 Notes remain outstanding. The Unsecured Notes are effectively subordinated to any of our secured indebtedness, including the Secured Notes and outstanding indebtedness under our credit agreements. The Exchange Offers of the Unsecured Notes for Secured Notes have been accounted for as a modification of debt in accordance with ASC 470, Debt. The 2032 Notes will mature in June 2032 and have $539 million of principal outstanding excluding unamortized deferred financing costs as of June 30, 2026. The 2033 Notes will mature in June 2033 and have $698 million of principal outstanding excluding unamortized deferred financing costs as of June 30, 2026. The completion of the Balance Sheet Optimization Transaction resulted in a loss on modification and extinguishment of debt of $17 million, including $16 million debt modification third party fees and $0.8 million in recognition of previously deferred debt issuance costs. ​ Contract Termination with a Commercial Payor and Equipment Sales A commercial Payor, with which we had multiple separately managed contracts, has terminated certain of our contracts with them. This termination resulted in minimal impacts to our operating income for the year ended December 31, 2025, as the transitions of agreements and services started late in the fourth quarter of 2025. Such transitions of agreements and services were completed throughout the first half of 2026. The terminated portion of this relationship reflected $37 million, or 3%, of our net revenue, including nearly all of our capitation revenue, for the six months ended June 30, 2026. There was no related revenue for the three months ended June 30, 2026. In connection with this contract termination, we sold $2.9 million and $85 million of patient service equipment during the three and six months ended June 30, 2026, which resulted in a $0.6 million loss and a $(51) million gain on sales of patient service equipment within exit and realignment charges, net on our condensed consolidated statements of operations. The proceeds from the sales are reflected within the proceeds from sale of patient service equipment line item within the investing activities section of our condensed consolidated statements of cash flows. Results of Operations The following discussion and analysis describes results of operations and material changes in the financial condition of the Company since December 31, 2025. Trends of a material nature are discussed to the extent known and considered relevant. This discussion should be read in conjunction with the consolidated financial statements, related notes thereto, and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2025. Net revenue. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ (Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ ​ ​ ​ % ​ Diabetes ​ $ 198,820 ​ $ 191,056 $ 7,764 ​ 4.1 % ​ Sleep therapy ​ 148,575 ​ 181,622 ​ (33,047) ​ (18.2) % ​ Home respiratory therapy ​ ​ 90,996 ​ ​ 109,526 ​ ​ (18,530) ​ (16.9) % ​ Ostomy ​ ​ 55,675 ​ ​ 51,893 ​ ​ 3,782 ​ 7.3 % ​ Wound care ​ ​ 40,193 ​ ​ 46,822 ​ ​ (6,629) ​ (14.2) % ​ Urology ​ ​ 31,295 ​ ​ 28,696 ​ ​ 2,599 ​ 9.1 % ​ Other ​ ​ 47,680 ​ ​ 72,302 ​ ​ (24,622) ​ (34.1) % ​ Net revenue ​ $ 613,234 ​ $ 681,917 $ (68,683) ​ (10.1) % ​ 23 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ (Dollars in thousands) ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ ​ ​ ​ % ​ ​ Diabetes ​ $ 384,606 ​ $ 378,416 ​ $ 6,190 ​ 1.6 % ​ Sleep therapy ​ 315,497 ​ 363,481 ​ ​ (47,984) ​ (13.2) % ​ Home respiratory therapy ​ ​ 188,175 ​ ​ 218,132 ​ ​ (29,957) ​ (13.7) % ​ Ostomy ​ ​ 107,011 ​ ​ 101,392 ​ ​ 5,619 ​ 5.5 % ​ Wound care ​ ​ 79,595 ​ ​ 93,468 ​ ​ (13,873) ​ (14.8) % ​ Urology ​ ​ 61,085 ​ ​ 56,839 ​ ​ 4,246 ​ 7.5 % ​ Other ​ ​ 105,045 ​ ​ 144,073 ​ ​ (39,028) ​ (27.1) % ​ Net revenue ​ $ 1,241,014 ​ $ 1,355,801 ​ $ (114,787) ​ (8.5) % ​ ​ The decrease in net revenue for the three and six months ended June 30, 2026 was primarily driven by an $81 million and $123 million decrease in revenue from the terminated commercial Payor contracts described above, which drove declines in several product categories, including sleep therapy and home respiratory therapy. For the three months ended June 30, 2026, excluding the impact of the commercial Payor contract termination, notable drivers of net revenue growth by product category included Diabetes of $7.8 million, Sleep therapy of $7.7 million, Ostomy of $3.8 million and Urology of $2.6 million, partially offset by declines in Home respiratory therapy of $6.1 million and Wound care of $3.2 million. For the six months ended June 30, 2026, excluding the impact of the commercial Payor contract termination, notable drivers of net revenue growth by product category included Diabetes of $6.2 million, Sleep therapy of $14 million, Ostomy of $5.5 million and Urology of $4.2 million, partially offset by declines in Home respiratory therapy of $10 million and Wound care of $8.6 million. ​ Cost of net revenue. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ ​ (Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ ​ ​ ​ % ​ ​ Cost of products sold ​ $ 311,511 ​ $ 319,517 ​ $ (8,006) ​ (2.5) % ​ Patient service equipment depreciation ​ ​ 32,995 ​ ​ 31,883 ​ ​ 1,112 ​ 3.5 % ​ Other costs ​ ​ 5,321 ​ ​ 5,915 ​ ​ (594) ​ (10.0) % ​ Cost of net revenue ​ $ 349,827 ​ $ 357,315 ​ $ (7,488) ​ (2.1) % ​ As a % of net revenue ​ ​ 57.0 % ​ 52.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ ​ (Dollars in thousands) ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ $ ​ ​ ​ % ​ ​ Cost of products sold ​ $ 626,903 ​ $ 636,906 ​ $ (10,003) ​ (1.6) % ​ Patient service equipment depreciation ​ ​ 61,884 ​ ​ 63,566 ​ ​ (1,682) ​ (2.6) % ​ Other costs ​ ​ 10,792 ​ ​ 11,485 ​ ​ (693) ​ (6.0) % ​ Cost of net revenue ​ $ 699,579 ​ $ 711,957 ​ $ (12,378) ​ (1.7) % ​ As a % of net revenue ​ ​ 56.4 % ​ 52.5 % ​ ​ ​ ​ ​ ​ ​ The decrease in cost of net revenue for the three and six months ended June 30, 2026 reflects the lower cost associated with net revenue decline of 10.1% and 8.5%, partially offset by manufacturer price increases. ​ 24 Table of Contents Operating expenses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ ​ (Dollars in thousands) ​ 2026 ​ ​ ​ 2025 ​ $ ​ ​ ​ % ​ Selling, general and administrative expenses ​ $ 243,560 ​ $ 267,853 ​ $ (24,293) ​ (9.1) % ​ As a % of net revenue ​ 39.7 % ​ 39.3 % ​ ​ ​ ​ ​ Transaction breakage fee ​ $ — ​ $ 80,000 ​ $ (80,000) ​ NM ​ ​ Acquisition-related charges and intangible amortization ​ $ 29,229 ​ $ 13,918 ​ $ 15,311 ​ 110.0 % ​ Exit and realignment charges, net ​ $ 25,768 ​ $ 2,541 ​ $ 23,227 ​ 914.1 % ​ NM - Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ (Dollars in thousands) ​ 2026 ​ ​ ​ 2025 ​ $ ​ ​ ​ % ​ Selling, general and administrative expenses ​ $ 498,786 ​ $ 530,223 ​ $ (31,437) ​ (5.9) % ​ As a % of net revenue ​ 40.2 % 39.1 % ​ ​ ​ ​ ​ Transaction breakage fee ​ $ — ​ $ 80,000 ​ $ (80,000) ​ NM ​ ​ Acquisition-related charges and intangible amortization ​ $ 58,458 ​ $ 37,374 ​ $ 21,084 ​ 56.4 % ​ Exit and realignment charges, net ​ $ 2,216 ​ $ 16,166 ​ $ (13,950) ​ (86.3) % ​ NM - Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The decrease in SG&A for the three and six months ended June 30, 2026 was driven primarily by a reduction in net revenue of $69 million and $115 million and realized personnel and other savings primarily due to the termination of the aforementioned contract with a commercial Payor, partially offset by inflationary increases. Transaction breakage fee represents a cash payment to Rotech of $80 million during the three and six months ended June 30, 2025 for the termination of the Rotech acquisition. Acquisition-related charges were $6.4 million and $22 million for the three and six months ended June 30, 2025 related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. Intangible amortization was $29 million and $58 million for the three and six months ended June 30, 2026 and $7.6 million and $15 million for the three and six months ended June 30, 2025 relating to intangible assets acquired in the Apria and Byram acquisitions. The increase as compared to the prior year was driven by the remaining useful life for an intangible asset being modified as of June 30, 2025, as a result of a notice of a contract termination with the commercial Payor described above. Exit and realignment charges, net were $26 million and $2.2 million for the three and six months ended June 30, 2026 and primarily included a $0.6 million loss and a $(51) million gain on sales of patient service equipment in connection with the contract termination with the commercial Payor described above, P&HS Sale related costs, including reimbursable separation costs of $22 million and $48 million, $2.1 million and $2.5 million in professional fees and charges related to IT and other strategic initiatives of $1.0 million and $3.0 million. Exit and realignment charges, net were $2.5 million and $16 million for the three and six months ended June 30, 2025 primarily including professional fees associated with strategic initiatives of $1.9 million and $8.1 million. For the six months ended June 30, 2025, exit and realignment charges, net also included $6.8 million related to wind-down costs of Fusion5. Non-operating expenses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ (Dollars in thousands) ​ 2026 ​ ​ ​ 2025 ​ $ ​ ​ ​ % Interest expense, net ​ $ 34,539 ​ $ 26,009 ​ $ 8,530 ​ 32.8 % Effective interest rate ​ ​ 7.0 % ​ 7.0 % ​ ​ ​ ​ ​ Loss on modification and extinguishment of debt ​ $ 17,296 ​ $ — ​ $ 17,296 ​ NM ​ Transaction financing fees, net ​ $ — ​ $ 18,288 ​ $ (18,288) ​ NM ​ Other expense, net ​ $ 643 ​ $ 942 ​ $ (299) ​ (31.7) % NM - Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 25 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change (Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ ​ ​ ​ % Interest expense, net ​ $ 66,887 ​ $ 50,223 ​ $ 16,664 ​ 33.2 % Effective interest rate ​ ​ 6.8 % ​ 7.0 % ​ ​ ​ ​ ​ Loss on modification and extinguishment of debt ​ $ 17,296 ​ $ — ​ $ 17,296 ​ NM ​ Transaction financing fees, net ​ $ — ​ $ 18,288 ​ $ (18,288) ​ NM ​ Other expense, net ​ $ 1,665 ​ $ 1,917 ​ $ (252) ​ (13.1) % NM - Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net for the three and six months ended June 30, 2026 increased compared to the prior year period during which we allocated interest expense, net to discontinued operations as a ratio of net assets and total debt in accordance with ASC 205, Presentation of Financial Statements. See Note 2 in the Notes to Condensed Consolidated Financial Statements for additional information regarding discontinued operations interest expense, net for the three and six months ended June 30, 2025. Loss on modification and extinguishment of debt of $17 million includes $16 million debt modification third party fees and $0.8 million in recognition of previously deferred debt issuance costs upon the completion of the Balance Sheet Optimization Transaction. ​ Transaction financing fees, net for the three and six months ended June 30, 2025 includes $12 million in net interest paid and $6.7 million in recognition of previously deferred debt issuance costs, all in connection with the previously expected Rotech acquisition. Other expense, net for the three and six months ended June 30, 2026 and 2025 primarily includes interest cost and net actuarial losses related to our U.S. retirement plan. Income taxes. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ ​ (Dollars in thousands) ​ 2026 ​ ​ ​ 2025 ​ $ ​ ​ ​ % ​ Income tax provision (benefit) ​ $ 1,442 ​ $ (1,127) ​ $ 2,569 ​ 228.0 % ​ Effective tax rate ​ (1.6) % ​ 1.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Change ​ (Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ ​ ​ ​ % ​ Income tax benefit $ (8,336) $ (2,715) $ (5,621) (207.0) % Effective tax rate ​ 8.0 % ​ 3.0 % ​ ​ ​ ​ ​ ​ The change in these rates was primarily from changes in results of operations, primarily due to the tax impact of the completion of the Balance Sheet Optimization Transaction in the second quarter of 2026, and the tax treatment associated with the $80 million transaction breakage fee recorded in the second quarter of 2025. Non-GAAP Financial Measures ​ The following financial measures, Adjusted EBITDA and Free Cash Flow (FCF), are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). In general, non-GAAP measures exclude items and charges that (i) management does not believe reflect the Company’s core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred in multiple or prior periods without predictable trends. ​ 26 Table of Contents Management provides these non-GAAP financial measures to investors as supplemental metrics because management believes it is useful to assist readers in assessing the effects of items and events on its financial and operating results and in comparing the Company’s performance to that of its competitors. However, the non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. ​ The non-GAAP financial measures disclosed by the Company should not be considered substitutes for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth below should be carefully evaluated. ​ We use Adjusted EBITDA, a financial measure that is not in accordance with GAAP, to analyze our financial results and as one of our incentive metrics and to provide an understanding of underlying operating results and trends by excluding items that are not closely related to ongoing operations. We use FCF, a financial measure that is not in accordance with GAAP, to evaluate the capacity of our operations to generate free cash flow. We utilize FCF as a performance metric. ​ The costs of the P&HS business that are classified as discontinued operations include only direct operating expenses. Indirect costs, such as those related to corporate and shared services previously allocated to the P&HS business, do not meet the criteria for discontinued operations. These costs (stranded costs) are reported within continuing operations and are included within Adjusted EBITDA. The following tables present the reconciliations of loss from continuing operations, net of tax to Adjusted EBITDA and FCF for the three and six months ended June 30, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, (Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 Loss from continuing operations, net of tax, as reported (GAAP) ​ $ (89,070) ​ $ (83,822) Income tax provision (benefit) ​ 1,442 ​ (1,127) Interest expense, net ​ 34,539 ​ 26,009 Acquisition-related charges and intangible amortization (1) ​ ​ 29,229 ​ ​ 13,918 Transaction breakage fee (2) ​ ​ — ​ ​ 80,000 Exit and realignment charges, net (3) ​ ​ 25,768 ​ ​ 2,541 Transaction financing fees, net (4) ​ ​ — ​ ​ 18,288 Litigation and related charges (5) ​ ​ — ​ ​ 121 Other depreciation and amortization (6) ​ ​ 36,472 ​ ​ 35,422 Stock compensation (7) ​ ​ 4,004 ​ ​ 4,861 Loss on modification and extinguishment of debt (8) ​ ​ 17,296 ​ ​ — Other (9) ​ 409 ​ 424 Adjusted EBITDA (non-GAAP) ​ ​ 60,089 ​ ​ 96,635 Non-cash convert to sale write off expense (10) ​ 8,482 ​ 14,152 Patient service equipment capital expenditures ​ (43,796) ​ (57,260) Interest paid ​ ​ (49,878) ​ ​ (38,358) Free cash flow (non-GAAP) ​ $ (25,103) ​ $ 15,169 ​ ​ 27 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, (Dollars in thousands) ​ 2026 ​ 2025 Loss from continuing operations, net of tax, as reported (GAAP) ​ $ (95,537) ​ $ (87,632) Income tax benefit ​ (8,336) ​ (2,715) Interest expense, net ​ 66,887 ​ 50,223 Acquisition-related charges and intangible amortization (1) ​ ​ 58,458 ​ ​ 37,374 Transaction breakage fee (2) ​ ​ — ​ ​ 80,000 Exit and realignment charges, net (3) ​ ​ 2,216 ​ ​ 16,166 Transaction financing fees, net (4) ​ ​ — ​ ​ 18,288 Litigation and related charges (5) ​ ​ 64 ​ ​ 391 Other depreciation and amortization (6) ​ ​ 68,984 ​ ​ 70,758 Stock compensation (7) ​ ​ 7,607 ​ ​ 8,952 Loss on modification and extinguishment of debt (8) ​ ​ 17,296 ​ ​ — Other (9) ​ 817 ​ 848 Adjusted EBITDA (non-GAAP) ​ ​ 118,456 ​ ​ 192,653 Non-cash convert to sale write off expense (10) ​ 18,898 ​ 25,683 Patient service equipment capital expenditures ​ (85,139) ​ (101,744) Interest paid ​ ​ (79,324) ​ ​ (65,845) Free cash flow (non-GAAP) ​ $ (27,109) ​ $ 50,747 ​ The following items have been excluded from our non-GAAP financial measures: (1) Acquisition-related charges and intangible amortization for the three and six months ended June 30, 2025 includes $6.4 million and $22 million of acquisition-related charges related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. Acquisition-related charges and intangible amortization also includes amortization of intangible assets established during acquisition method of accounting for business combinations. Acquisition-related charges consist primarily of one-time costs related to acquisitions, including transaction costs necessary to consummate acquisitions, which consist of investment banking advisory fees and legal fees, director and officer tail insurance expense, as well as transition costs, such as severance and retention bonuses, IT integration costs and professional fees. These amounts are highly dependent on the size and frequency of acquisitions and are being excluded to allow for a more consistent comparison with forecasted, current and historical results. (2) Transaction breakage fee represents a cash payment to Rotech of $80 million during the three and six months ended June 30, 2025 for the termination of the Rotech acquisition. (3) During the three and six months ended June 30, 2026 exit and realignment charges, net were $26 million and $2.2 million and primarily included a $0.6 million loss and $(51) million gain on sales of patient service equipment in connection with the contract termination with the commercial Payor described above, P&HS Sale related costs, including reimbursable separation costs of $22 million and $48 million, $2.1 million and $2.5 million in professional fees and charges related to IT and other strategic initiatives of $1.0 million and $3.0 million. Exit and realignment charges, net were $2.5 million and $16 million for the three and six months ended June 30, 2025 and primarily included professional fees associated with strategic initiatives of $1.9 million and $8.1 million. During the six months ended June 30, 2025 exit and realignment charges, net also included $6.8 million related to wind-down costs of Fusion5. These costs are not normal recurring, cash operating expenses necessary for the Company to operate its business on an ongoing basis. (4) Transaction financing fees, net for the three and six months ended June 30, 2025 includes $12 million in net interest paid and $6.7 million in recognition of previously deferred debt issuance costs, all in connection with the previously expected Rotech acquisition. (5) Litigation and related charges includes settlement costs and related charges of legal matters. These costs do not occur in the ordinary course of our business and are inherently unpredictable in timing and amount. 28 Table of Contents (6) Other depreciation and amortization relates to patient service equipment and other fixed assets, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges and intangible amortization. (7) Stock compensation includes share-based compensation expense related to our share-based compensation plans, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges and intangible amortization. (8) Loss on modification and extinguishment of debt of $17 million includes $16 million debt modification third party fees and $0.8 million in recognition of previously deferred debt issuance costs upon the completion of the Balance Sheet Optimization Transaction. (9) For the three and six months ended June 30, 2026 and 2025, other includes interest costs and net actuarial losses related to our frozen noncontributory, unfunded retirement plan for certain retirees in the U.S. (10) Non-cash convert to sale write off expense includes non-cash charges primarily for equipment converted from rental to sales, excluding such amounts captured within exit and realignment charges, net. This reflects the non-cash write-off of the remaining book value of patient service equipment at the time of sale. The purchase of patient service equipment is captured within capital expenditures and is subsequently charged to our statements of operations through normal depreciation and this non-cash convert to sale write off expense. This line item does not include non-cash write off expense associated with sales of patient service equipment in connection with the contract termination with a commercial Payor, as such amounts are captured within exit and realignment charges, net. ​ Financial Condition, Liquidity and Capital Resources Financial condition. We monitor operating working capital through days sales outstanding (DSO). We estimate a hypothetical increase (decrease) in DSO of one day would result in a decrease (increase) in our cash balances, an increase (decrease) in borrowings against our Revolving Credit Agreement, or a combination thereof of approximately $6.7 million. The majority of our cash and cash equivalents are held in cash depository accounts with major banks in the U.S. Changes in our working capital can vary in the normal course of business based upon the timing of capital expenditures, inventory purchases, collections of accounts receivable and payments to suppliers. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change ​ (Dollars in thousands) ​ ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 ​ ​ ​ $ ​ ​ ​ % ​ Cash and cash equivalents ​ $ 7,651 ​ $ 281,989 ​ $ (274,338) ​ (97.3) % ​ Accounts receivable, net ​ $ 120,082 ​ $ 95,907 ​ $ 24,175 ​ 25.2 % ​ DSO (1) ​ ​ 17.8 ​ ​ 12.4 ​ ​ ​ ​ ​ ​ ​ Accounts payable $ 352,798 $ 363,565 $ (10,767) (3.0) % ​ (1)Based on period end accounts receivable, net and net revenue for the quarters ended June 30, 2026 and December 31, 2025. Excluding the impact of the Amended Receivables Sale Program, DSO would have been 37.1 and 29.8 as of June 30, 2026 and December 31, 2025. ​ ​ 29 Table of Contents Liquidity and capital expenditures. The following table summarizes our condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, (Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 Net cash (used for) provided by: ​ ​ ​ ​ Operating activities from continuing operations ​ $ (76,083) ​ $ (28,117) Operating activities from discontinued operations ​ ​ — ​ ​ 30,661 Operating activities ​ ​ (76,083) ​ ​ 2,544 Investing activities from continuing operations ​ ​ 22,680 ​ ​ (74,199) Investing activities from discontinued operations ​ ​ — ​ ​ (26,918) Investing activities ​ 22,680 ​ (101,117) Financing activities from continuing operations ​ ​ (220,894) ​ ​ 128,166 Financing activities from discontinued operations ​ ​ — ​ ​ (3,689) Financing activities ​ (220,894) ​ 124,477 Effect of exchange rate changes ​ (41) ​ 1,801 Net (decrease) increase in cash and cash equivalents ​ $ (274,338) ​ $ 27,705 ​ Cash used for operating activities in the first six months of 2026 reflected a net loss and unfavorable changes in working capital, including $24 million in payments related to professional and closing costs of the P&HS Sale, a $19 million tax payment as described in Note 7 in the Notes to Condensed Consolidated Financial Statements, a $15 million payment of reimbursable separation costs related to the P&HS Sale as described in Note 4 in the Notes to Condensed Consolidated Financial Statements, $12 million of interest paid in connection with the Balance Sheet Optimization Transaction that was originally scheduled to be paid subsequent to June 30, 2026, and the timing of teammate incentives. Cash provided by operating activities in the first six months of 2025 reflected a $130 million benefit from accounts receivable sold under the Receivables Sale Program, $104 million of which relates to accounts receivables sold of the P&HS segment, partially offset by an $80 million payment for the termination of the Rotech acquisition, $18 million in transaction financing fees, net for the Rotech financing, and unfavorable changes in working capital from continuing operations. ​ Cash provided by investing activities in the first six months of 2026 included capital expenditures of $91 million, primarily for patient service equipment and our strategic and operational efficiency initiatives associated with other fixed assets and capitalized software, offset by $112 million in proceeds from sales of patient service equipment and other fixed assets including $85 million in proceeds from sales in connection with the Payor contract termination. Cash used for investing activities in the first six months of 2025 included capital expenditures of $107 million, primarily for patient service equipment and $27 million in cash used from discontinued operations, offset by $35 million in proceeds from sales of patient service equipment. Cash used for financing activities in the first six months of 2026 includes $17 million in debt issuance costs paid and net repayments of $204 million under our Revolving Credit Agreement. Cash provided by financing activities in the first six months of 2025 included net borrowings of $135 million under our Revolving Credit Agreement. Capital Resources. Our primary sources of liquidity include cash and cash equivalents, our Amended Receivables Sale Program, and our Revolving Credit Agreement. These funds are used to meet our cash obligations which primarily consist of debt service costs, capital expenditures including patient service equipment, inventory purchases, teammate costs, and other operating and non-operating costs. On December 31, 2025, we entered into an Amended and Restated Receivables Purchase Agreement (the Amended Receivables Sale Program) with persons from time to time party thereto, as Purchasers, PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $150 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our condensed consolidated balance sheets. 30 Table of Contents Total accounts receivable sold under the Amended Receivables Sale Program were $221 million and $466 million during the three and six months ended June 30, 2026. We collected $239 million and $470 million of the sold accounts receivable during the three and six months ended June 30, 2026. The losses on sale of accounts receivable recorded in SG&A were $1.8 million and $3.3 million for the three and six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025 there was a total of $130 million and $134 million of uncollected accounts receivable sold and removed from our condensed consolidated balance sheet under the Amended Receivables Sale Program. ​ We have $511 million in outstanding Term Loan B under a term loan credit agreement (the Credit Agreement). The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate and matures in March 2029. The Revolving Credit Agreement provides a revolving borrowing capacity of $300 million. The interest rate on our Revolving Credit Agreement is based on a spread over a benchmark rate (as described in the Revolving Credit Agreement). The Revolving Credit Agreement matures in January 2030 with potential springing maturities, the earliest being December 2028. At June 30, 2026, we had no outstanding borrowings on our Revolving Credit Agreement and letters of credit outstanding, which reduce Revolving Credit Agreement availability, totaling $29 million, leaving $271 million available for borrowing. At December 31, 2025, we had $204 million in outstanding borrowings on our Revolving Credit Agreement and letters of credit outstanding, which reduce Revolving Credit Agreement availability, totaling $30 million, leaving $217 million available for borrowing. As described in Note 5 in the Notes to Condensed Consolidated Financial Statements, the borrowing capacity was amended on June 15, 2026. As of December 31, 2025, the borrowing capacity was $450 million. The Revolving Credit Agreement, the Credit Agreement, the Amended Receivables Sale Program, the 2032 Notes and the 2033 Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at June 30, 2026. We regularly evaluate market conditions, our liquidity profile and various financing alternatives to enhance our capital structure. We have, from time to time, entered into, and from time to time in the future, we may enter into transactions to repay, repurchase or redeem our outstanding indebtedness (including by means of open market purchases, privately negotiated repurchases, tender or exchange offers and/or repayments or redemptions pursuant to the debt’s terms). Our ability to consummate any such transaction will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We cannot provide any assurance as to if or when we will consummate any such transactions or the terms of any such transaction. On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $100 million through February 2027. We do not intend to make use of the authorized repurchase program. During the three and six months ended June 30, 2026, we did not repurchase any shares. During the period from February 26, 2025 (the date the share repurchase program was authorized) through December 31, 2025, we repurchased shares in open-market transactions and retired approximately 2.0 million shares of our common stock for an aggregate of $10 million, or a weighted average price per share of $5.19. We believe cash generated by operating activities, including available cash proceeds from the Amended Receivables Sale Program, available financing sources, and borrowings under the Revolving Credit Agreement, as well as cash on hand, will be sufficient to fund our working capital needs, capital expenditures, long-term strategic growth, payments under long-term debt and lease arrangements, debt repurchases and other cash requirements. While we believe that we will have the ability to meet our financing needs in the foreseeable future, changes in economic conditions may 31 Table of Contents impact (i) the ability of financial institutions to meet their contractual commitments to us, (ii) the ability of our customers and suppliers to meet their obligations to us or (iii) our cost of borrowing. Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, see our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 13 in the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for the period ended on June 30, 2026. Forward-looking Statements Certain statements in this discussion constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including, but not limited to: ● our ability to successfully separate from the P&HS business; ● our ability to successfully transition off of transition services timely; ● increasing competitive and pricing pressures in the marketplace; ● our ability to retain existing and attract new customers and our dependence on sales to certain customers; ● our dependence on certain vendors, suppliers and third-parties; ● our ability to successfully identify, close, manage or integrate acquisitions; ● our ability to successfully implement our strategic initiatives; ● our ability to timely select and appoint the Company’s next President and CEO; ● uncertainties related to, and our ability to adapt to and comply with, changes in government regulations, including healthcare, tax and product licensing laws and regulations; ● uncertainties related to general economic, regulatory and business conditions and our ability to adapt to changes in product pricing and other terms of purchase by suppliers of product; ● uncertainties related to reimbursement qualification for non-invasive ventilation products; ● the ability of customers and suppliers to meet financial commitments due to us; ● changing trends in customer profiles and ordering patterns; ● our ability to manage operating expenses and improve operational efficiencies; ● availability of, and our ability to access, special inventory buying opportunities; ● our ability to continue to obtain financing at reasonable rates and to manage financing costs and interest rate risk, and our ability to refinance, extend or repay our substantial indebtedness; 32 Table of Contents ● our ability to attract and retain talented and qualified teammates; ● recalls of any products, or safety risks or the discovery of serious safety issues with the products we sell; ● changes, delays and uncertainties in the reimbursement process; ● our ability to meet the terms to qualify for supplier incentives; ● our ability to avoid infringement, misappropriation or other violations of the intellectual property and proprietary rights of third parties; ● our ability to engage in transactions that may be limited by the restrictive covenants in our credit facilities and notes; ● the risk that information systems are interrupted, damaged or fail for any extended period of time, that new information systems are not successfully implemented or integrated, or that there is a data security breach in our information systems or a third party’s information systems that impacts our business; ● risks related to public health crises or future outbreaks of health crises or other adverse public health developments; ● the risk of an impairment to goodwill or other long-lived assets; ● our ability to timely or adequately respond to technological advances; ● our failure to adequately insure against losses, including from substantial claims and litigation; ● our ability to meet performance targets specified by customer contracts under contractual commitments; ● the outcome of outstanding and any future litigation, including product and professional liability claims; ● volatility in the price of our common stock and securities; and ● other factors detailed from time to time in the reports we file with the SEC, including those described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. We undertake no obligation to update or revise any forward-looking statements, except as required by applicable law.