OWENS & MINOR INC/VA/ 8-K

What Happened
Owens & Minor, Inc. (doing business as Accendra Health effective Dec 31, 2025) filed an 8-K reporting the closing of an Amended & Restated Receivables Purchase Agreement on December 31, 2025. Under the Receivables Sale Program (with PNC Bank as administrative agent and PNC Capital Markets as structuring agent), accounts receivable with an aggregate outstanding amount up to $150 million are sold on a limited-recourse basis; the Company will account for these transfers as sales under ASC 860 and remove the sold receivables from its consolidated balance sheets. Owens & Minor (the parent) has provided a customary performance guaranty in favor of PNC but does not retain a beneficial interest in the sold receivables. The receivables program has a scheduled termination date of October 18, 2027, and proceeds may be used for general corporate purposes. The company also filed articles of amendment and amended bylaws to change its corporate name to Accendra Health, Inc., effective 11:59 p.m. ET on December 31, 2025, with anticipated NYSE trading under ticker “ACH” beginning January 2, 2026.

Key Details

• Receivables Sale Program: up to $150 million of accounts receivable sold; scheduled termination Oct 18, 2027.
• Accounting: Transactions will be treated as sales under ASC 860; sold receivables removed from consolidated balance sheets.
• Name change: Articles filed Dec 24, 2025; legal name Accendra Health, Inc. effective Dec 31, 2025; expected NYSE ticker “ACH” on Jan 2, 2026.
• Executive changes & plan amendment: Andrew G. Long ceased as an executive officer; Michael W. Lowry ceased as principal accounting officer; Jonathan A. Leon (CFO) will serve as principal accounting officer. The company amended its Executive Deferred Compensation and Retirement Plan to terminate participation of O&M PHS, LLC’s employees and to freeze participation and contributions for others effective Jan 1, 2026; amounts for affected participants (including Mr. Long) will be distributed within 12 months.

Why It Matters

• Liquidity and balance sheet presentation: Selling receivables (accounted for as sales) reduces reported receivables and may provide immediate cash proceeds (up to $150M) for corporate uses. Investors should note these are limited-recourse sales and the parent provided a performance guaranty, which could create contingent obligations if originators fail to perform (subject to customary carve-outs for uncollectible account debtors).
• Corporate identity and trading: The legal name change to Accendra Health and new ticker “ACH” will affect filings, investor communications, and trading starting early January 2026.
• Management and governance: The departure of two senior officers and the CFO taking on principal accounting officer duties is a material governance change for financial reporting oversight; the EDCRP amendment affects deferred compensation arrangements for certain business employees and results in distributions to affected participants.
• Follow-up: The company said it will file unaudited pro forma condensed financial information reflecting these transactions within four business days after the closing.