NASDAQ: OPCH Option Care Health, Inc. 8-K

Option Care Health to be acquired by CD&R and McKesson for $32.05 per share in cash

Filed October 6, 2026 · Period ending October 5, 2026 · ~1 min read

Key Changes

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Each share of Option Care Health common stock will be converted into the right to receive $32.05 in cash, without interest.

Item 1.01 verify on EDGAR →
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The Company Board unanimously determined the merger is fair and in the best interests of stockholders and recommends adoption of the Merger Agreement.

Item 1.01 verify on EDGAR →
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CD&R and McKesson have committed approximately $2.87 billion in equity, with debt commitments of up to $3.15 billion in term loans and up to $500 million in revolving credit.

Item 1.01 verify on EDGAR →
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The $32.05 per share offer represents a premium of approximately 37% over the closing share price on October 5, 2026.

Exhibit 99.1 view on EDGAR →
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The transaction is expected to close in the first half of 2027, subject to stockholder approval and regulatory clearances.

Exhibit 99.1 view on EDGAR →

Summary

Option Care Health has entered into a definitive merger agreement to be acquired by an investor group led by Clayton, Dubilier & Rice and McKesson Corporation for $32.05 per share in cash. The transaction values the company at approximately $5.8 billion and represents a 37% premium to the last closing price before the announcement. The board unanimously approved the deal and recommends stockholders vote in favor.

The merger is expected to close in the first half of 2027, subject to stockholder approval and regulatory clearances. Upon completion, Option Care Health will become privately held, with CD&R holding about 51% and McKesson about 49%. The company has withdrawn its financial guidance and will not host a live conference call for its third quarter earnings release.

For retail holders, the key takeaway is the all-cash consideration of $32.05 per share, which will be paid upon closing. The deal includes termination fees of approximately $146 million payable by the company in certain circumstances and $292 million payable by the buyer group in others, providing some protection for both sides.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~4,100 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

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Added Merger agreement high

Added in current filing · verify on EDGAR →

On October 5, 2026, Option Care Health, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”), pursuant to which the Company is to be acquired by an investor group comprised of affiliates of Clayton, Dubilier & Rice, LLC (“CD&R”) and McKesson Corporation (“McKesson” and such group collectively, the “Investor Group”).

The Company has entered into a definitive merger agreement to be acquired by an investor group led by CD&R and McKesson. The transaction will be structured as a merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.

Added Per share consideration high

Added in current filing · verify on EDGAR →

will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $32.05 without interest thereon (the “Per Share Price”)

Each outstanding share of Company common stock (other than treasury shares, shares owned by Parent or its subsidiaries, and shares held by stockholders who properly exercise appraisal rights) will be converted into the right to receive $32.05 in cash, without interest.

Added Termination fees medium

Added in current filing · verify on EDGAR →

The Company will be required to pay Parent a termination fee of $145,963,976 (the “Company Termination Fee”) if the Merger Agreement is terminated (i) by Parent following a Company Board Recommendation Change or (ii) by the Company to enter into an Alternative Acquisition Agreement providing for a Superior Proposal.

The Company would owe a termination fee of approximately $146.0 million in certain circumstances, including if the Board changes its recommendation or the Company terminates to accept a superior proposal. Parent would owe a termination fee of $291,927,951 in certain circumstances, including uncured breaches by Parent or Merger Sub or failure to consummate the closing when required.

Event · Item 7.01 — Regulation FD Disclosure

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Option Care Health announced a merger agreement with CD&R and McKesson via a joint press release.

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On October 6, 2026, the Company, CD&R and McKesson issued a joint press release announcing the entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company disclosed that it entered into a Merger Agreement with CD&R and McKesson, announced via a joint press release on October 6, 2026. The press release is attached as Exhibit 99.1. The filing does not provide the terms of the merger in the body of the 8-K.

Event · Exhibit 99.1

~3,500 words View exhibit on EDGAR ↗

CD&R and McKesson agree to acquire Option Care Health for $32.05/share, ~$5.8B enterprise value, taking it private.

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Added Acquisition agreement high

Added in current filing · view on EDGAR →

CD&R, McKesson Corporation (NYSE: MCK) (“McKesson”), and Option Care Health, Inc. (Nasdaq: OPCH) (“Option Care Health”) announced today that they have entered into a definitive agreement, under which CD&R and McKesson will acquire Option Care Health, an independent provider of home and alternate site infusion services, for $32.05 per share, reflecting a total enterprise value of approximately $5.8 billion.

Option Care Health has agreed to be acquired by CD&R and McKesson for $32.05 per share in cash, valuing the company at approximately $5.8 billion. The transaction will take the company private, with CD&R holding a majority stake and McKesson a minority stake.

Added Ownership structure high

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Under the definitive agreement, CD&R will hold a majority interest of approximately 51% in Option Care Health and McKesson will invest approximately $1.4 billion for a minority interest of approximately 49%.

CD&R will own about 51% of the company and McKesson about 49%, with McKesson investing roughly $1.4 billion. The agreement also establishes a framework for McKesson to potentially acquire CD&R's interest in the future, subject to conditions and regulatory approvals.

Added Transaction timing and approvals high

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The transaction is expected to close in the first half of calendar year 2027, subject to customary closing conditions, including approval by Option Care Health’s stockholders and the receipt of required regulatory approvals.

The deal is expected to close in the first half of 2027, pending stockholder approval and regulatory clearances. Upon completion, Option Care Health's common stock will no longer be publicly listed on Nasdaq and the company will become privately held.

Added Guidance withdrawal medium

Added in current filing · view on EDGAR →

Given the transaction announcement, Option Care Health will not host a live conference call in conjunction with its third quarter earnings release and is also withdrawing its previously disclosed financial guidance.

Due to the pending acquisition, the company is withdrawing its previously disclosed financial guidance and will not host a live conference call for its third quarter earnings release, which is expected on November 4, 2026. This is a common step when a company is being acquired.