UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 13, 2023

OPTION CARE HEALTH, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(312) 940-2443

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On January 13, 2023, Option Care Health, Inc. (the “Company”) executed a fourth amendment to its ABL Credit Agreement entered into on August 6, 2019 (as amended, restated, supplemented or otherwise modified prior to the date thereof, the “Existing ABL Credit Agreement”). The amendment, among other things, increases the Total Revolving Credit Commitments under (and as defined in) the Existing ABL Credit Agreement by $50,000,000 from $175,000,000 to $225,000,000 and replaces LIBOR as a reference rate thereunder with a SOFR term rate. This fourth amendment to the ABL Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 16, 2023, the Board of Directors of the Company (the “Board”) appointed Luke Whitworth, age 42, to serve as Chief Operating Officer of the Company, effective immediately. Prior to his appointment as Chief Operating Officer, Mr. Whitworth served as the Company’s Senior Vice President, Patient Registration Administration and Specialty Operations, a position he held since August 2022. Mr. Whitworth served as the Company’s Vice President of Revenue Cycle Management from April 2018 to August 2022. Prior to joining the Company, Mr. Whitworth served as a finance leader at Cardinal Health from August 2003 to April 2018.

Subject to and in connection with Mr. Whitworth’s promotion, the Compensation Committee of the Board approved an increase in Mr. Whitworth’s annual base salary to $550,000 and an increase in his annual cash incentive opportunity to a target of 90% of his annual base salary, effective as of January 1, 2023.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.