Option Care Health: enters merger agreement at $32.05 per share

What happened

• Option Care Health, Inc. reported that on Oct 5, 2026 it entered into an Agreement and Plan of Merger with Onyx Bidco LLC and Onyx Merger Sub, pursuant to which the company is to be acquired by an investor group comprised of affiliates of Clayton, Dubilier & Rice, LLC and McKesson Corporation.
• The company board unanimously determined the transaction is fair to, and in the best interests of, the company and its stockholders and resolved to recommend that stockholders approve the merger.

Key details

• Cash consideration of $32.05 per share will be paid for each issued and outstanding share of company common stock (other than owned shares and dissenting shares entitled to appraisal rights).
• Treatment of equity awards: outstanding options, RSUs and PSUs will be cancelled or converted into cash rights per the merger agreement terms (options convert to cash equal to the excess of $32.05 over the exercise price; RSUs and PSUs convert to cash based on $32.05 and applicable vesting/performance treatment).
• Financing commitments include equity commitments of $2,873,295,853 from Clayton, Dubilier & Rice Fund XII, L.P. and McKesson and a debt commitment for up to $3,150,000,000 plus $500,000,000 of revolving commitments.
• Closing conditions include stockholder approval by a majority of outstanding shares, expiration of HSR Act waiting periods, required healthcare regulatory approvals and absence of laws or orders prohibiting the merger; the closing is not conditioned on Parent’s receipt of financing.

Why it may matter

• This report is Item 1.01 (entry into a material definitive agreement) and Item 7.01 (regulation FD disclosure via a joint press release) and covers the merger agreement terms, board recommendation, treatment of equity awards, termination fees and financing commitments described in the filing. The filing does not show why the company acted.