ahco-20260428

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

_______________________

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

AdaptHealth Corp.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 18, 2026

Dear Stockholders of AdaptHealth Corp.:

You are cordially invited to attend the Annual Meeting of Stockholders of AdaptHealth Corp. The meeting will be held on June 18, 2026 at 10:30 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/AHCO2026. We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement accompanying this notice:

(1)To elect nine directors to serve for one-year terms;

(2)To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

(3)To approve, in a non-binding advisory vote, the compensation of our named executive officers as described in this proxy statement (“say-on-pay”).

The record date for the Annual Meeting is April 24, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. The Notice of Internet Availability of Proxy Materials (“Notice”), proxy statement and form of proxy are being distributed and made available on the Internet on or about April 28, 2026.

By Order of the Board of Directors


/s/ Richard Rew
Richard Rew
Secretary

April 28, 2026

Whether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in your proxy materials.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			2
CERTAIN DEFINED TERMS			6
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			7
PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			11
PROPOSAL NO. 3 — SAY-ON-PAY			13
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			14
REPORT OF THE AUDIT COMMITTEE			19
EXECUTIVE AND DIRECTOR COMPENSATION			20
STOCK PERFORMANCE GRAPH			22
COMPENSATION DISCUSSION & ANALYSIS			23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			55
SOLICITATION OF PROXIES			60
DELINQUENT SECTION 16(a) REPORTS			60
HOUSEHOLDING INFORMATION			60
STOCKHOLDER PROPOSALS AND NOMINATIONS			60
COMMUNICATIONS WITH THE BOARD			60
AVAILABLE INFORMATION			61

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ADAPTHEALTH CORP.

555 EAST NORTH LANE, SUITE 5075

CONSHOHOCKEN, PA 19428

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

June 18, 2026

INFORMATION CONCERNING SOLICITATION AND VOTING

Our board of directors is soliciting proxies for our 2026 Annual Meeting of Stockholders, or the Annual Meeting, to be held on June 18, 2026 at 10:30 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/AHCO2026.

We will provide access to our proxy materials via the Internet at https://www.adapthealth.com/investorrelations, rather than in hard copy. We will mail a notice containing instructions on how to access this proxy statement and our annual report on or about April 28, 2026 to all stockholders entitled to vote at the Annual Meeting. The proxy statement, form of proxy and our Annual Report on Form 10-K for the year ended December 31, 2025 are being distributed and made available on the Internet on or about April 28, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 18, 2026:

Pursuant to the rules adopted by the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders of record entitled to vote at the Annual Meeting with instructions for accessing the proxy materials and voting over the Internet or by telephone. We intend to mail the Notice on or about April 28, 2026 to all stockholders entitled to vote at the Annual Meeting.

All stockholders entitled to vote at the Annual Meeting will have the ability to access the proxy materials on the website referred to in the Notice and to request to receive a printed set of the proxy materials. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. Instructions on how to access the proxy materials over the Internet or to request a printed copy of the proxy materials may be found in the Notice.

The Notice will also identify the date and time of the Annual Meeting; the matters to be acted upon at the meeting and the board of directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2025, and a form of proxy relating to the Annual Meeting; information on how to access and vote the form of proxy; and information on how to attend the virtual meeting and vote should stockholders choose to do so.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE

ANNUAL MEETING


Why did I receive these materials?						We have sent you these proxy materials because the board of directors (the “board of directors” or the “Board”) of AdaptHealth Corp. (the “Company”) is soliciting your proxy to vote at our Annual Meeting of Stockholders on June 18, 2026 (the “Annual Meeting”). These proxy materials contain information about the items being voted on at the Annual Meeting and information about us.
How can I attend and participate in the Annual Meeting?						The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/AHCO2026. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction card. The Annual Meeting will begin promptly at 10:30 a.m. Eastern Time on June 18, 2026. We encourage you to access the virtual meeting website prior to the start time.
What if I have technical difficulties or trouble accessing the virtual meeting website?						Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website login page.
Who is entitled to vote?						The record date for the Annual Meeting is April 24, 2026. This means that holders of our Common Stock on such date are entitled to vote at the Annual Meeting. As of April 24, 2026, there were 136,054,152 shares of our common stock (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting.
How many votes do I have?						Each share of our Common Stock is entitled to one vote on each matter properly submitted for stockholder action at the Annual Meeting.
What am I voting on?						You will be voting on the following: •To elect nine directors to serve for one-year terms; •To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and •To approve, in a non-binding advisory vote, the compensation of our named executive officers as described in this proxy statement (“say-on-pay”).
How do I vote?						You may vote in the following ways: •At the Annual Meeting: You may vote your shares electronically at the Annual Meeting by using the control number on your Notice, proxy card, or voting instruction form and following the instructions at www.virtualshareholdermeeting.com/AHCO2026. If you have already voted previously by telephone or Internet, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. •By Telephone or Internet: If you hold your shares in street name or in an account at a brokerage firm or bank, you may be able to vote your shares by telephone or over the Internet. Please follow the instructions on your proxy or voting instruction card. •By Mail: You may vote by marking, dating and signing your proxy card and promptly returning it by mail in the enclosed envelope.
What if I return my proxy or voting instruction card but do not mark it to show how I am voting?						Your shares will be voted according to the instructions you have indicated on your proxy or voting instruction card. If no direction is indicated, your shares will be voted “FOR” the election of nine director nominees to serve for one-year terms and “FOR” Proposals 2 and 3.

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How do I change or revoke my proxy?						Any person signing a proxy in the form accompanying this proxy statement has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by a writing delivered to us stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, by voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), or by attendance at the Annual Meeting and voting electronically.
What does it mean if I receive more than one proxy or voting instruction card?						It means you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please vote all of your shares.
What constitutes a quorum?						Any number of stockholders, together holding at least a majority in voting power of the capital stock of the Company issued and outstanding and generally entitled to vote in the election of directors, present or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business. Abstentions and “broker non-votes” are counted as shares “present” at the meeting for purposes of determining whether a quorum exists. A “broker non-vote” occurs when shares held of record by a bank, broker or other holder of record for a beneficial owner are deemed present at the meeting for purposes of a quorum but are not voted on a particular proposal because that record holder does not have discretionary voting power for that particular matter under the applicable rules of the Nasdaq Stock Market and has not received voting instructions from the beneficial owner.
What vote is required in order to approve Proposals 1, 2, and 3?						Proposal 1 (Election of Directors): The nine nominees named in this proxy statement who have been nominated by the board of directors to continue to serve as directors will be elected by plurality vote. This means that the nine nominees with the most votes cast in their favor will be elected to the directorships. Votes withheld from one or more director nominees will have no effect on the election of any director from whom votes are withheld. If you do not want to vote your shares for a nominee, you may indicate that in the space provided on the proxy card or the voting instruction card or withhold authority as prompted during telephone or Internet voting. In the unanticipated event that a director nominee is unable or for good cause will not serve, the proxy will be voted for such other person as shall be designated by the board of directors to replace the nominee, or in lieu thereof, the board may reduce the number of directors. Proposal 2 (Ratification of Appointment of KPMG LLP): This proposal requires the affirmative vote of a majority of the votes cast by the holders of our outstanding Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of the proposal. Proposal 3 (Say-on-Pay): Please note that the “say-on-pay” vote is only advisory in nature and has no binding effect on us or our board of directors. Our board of directors will consider Proposal 3 approved by a majority of the votes cast.
May my broker vote my shares?						Brokers may no longer use discretionary authority to vote shares on the election of directors or non-routine matters if they have not received instructions from their clients. It is important, therefore, that you cast your vote if you want it to count in the approval of the election of directors (Proposal 1) and Say-on-Pay (Proposal 3). Your broker has the authority to exercise discretion with respect to ratification of appointment of KPMG LLP (Proposal 2) if it has not received your instructions for that proposal because that matter is treated as routine under applicable rules.

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How will voting on any other business be conducted?						We do not know of any business or proposals to be considered at the Annual Meeting other than those set forth in this proxy statement. If any other business is properly presented at the Annual Meeting, the proxies received from our stockholders give the proxy holders the authority to vote on the matter in their sole discretion. In accordance with our bylaws, no business (other than the election of the nine nominees, Proposal 2 or Proposal 3) may be brought before the Annual Meeting, or any adjournment or postponement thereof, unless such business is brought by or at the direction of the board of directors or a committee of the board of directors.
Who will count the votes?						Broadridge Financial Solutions, Inc. will act as the inspector of elections and will tabulate the votes.

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 18, 2026

The 2026 Proxy Statement, a form of proxy and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 are available at:

https://www.adapthealth.com/investorrelations

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement to:

“AeroCare” are to AeroCare Holdings, Inc.;

“AeroCare Merger Agreement” are to the merger agreement, dated as of December 1, 2020, by and among the Company, AH Apollo Merger Sub Inc., AH Apollo Merger Sub II, Inc., AeroCare Holdings, Inc. and Peloton Equity, LLC;

“AdaptHealth Holdings” are to AdaptHealth Holdings LLC;

“BlueMountain” are to BlueMountain Capital Management LLC and its affiliates, collectively;

“BlueMountain Entities” are to BlueMountain Summit Opportunities Fund II (US) L.P., BMSB L.P., BlueMountain Foinaven Master Fund L.P. and BlueMountain Fursan Fund L.P., collectively;

“BlueMountain Board Designee Rights Letter Agreement” are to the letter agreement, dated as of November 8, 2019, by and among the Company, AdaptHealth Holdings and the BlueMountain Entities;

“BM Notes” are to the promissory notes previously made by AdaptHealth Holdings to the BlueMountain Entities (or their permitted transferees), collectively;

“Business Combination” are to the transactions contemplated by the Agreement and Plan of Merger, dated July 8, 2019 and as amended on October 15, 2019, by and between AdaptHealth Holdings and DFB Healthcare Acquisitions Corp. (“DFB”);

“Common Stock” are to our Common Stock, par value $0.0001 per share;

“Deerfield” are to Deerfield Private Design Fund IV, L.P.;

“Deerfield Subscription Agreement” are to the Amended and Restated Subscription Agreement, dated as of October 15, 2019, among DFB, Deerfield and RAB Ventures (DFB) LLC;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“management” or our “management team” are to our officers and directors;

“OEP” are to One Equity Partners VII, L.P. and its affiliates, collectively;

“OEP Investment Agreement” are to the investment agreement, dated as of May 25, 2020, by and between the Company, OEP AHCO Investment Holdings, LLC and solely for purposes of Section 3.10 thereof, OEP; and

“Securities Act” are to the Securities Act of 1933, as amended.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Prior to the 2024 Annual Meeting of Stockholders, the Board was divided into three staggered classes of directors, with each class having a three-year term. At the 2024 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to declassify the Board over a three-year period, beginning with the 2024 Annual Meeting. As such, beginning with this Annual Meeting, the declassification of the Board is complete and all directors elected as this Annual Meeting will serve one-year terms expiring at the 2027 Annual Meeting. Vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

The Board proposes the election of Gregory Belinfanti, Suzanne Foster, Kenneth A. Samet, Dr. Susan Weaver, Brad Coppens, Terence Connors, Ted Lundberg, David Williams III and Dale Wolf. The director nominees have been recommended by the Corporate Compliance and Governance Committee of the Board for election and nominated by the Board for election at the Annual Meeting.

In the unanticipated event that a director nominee is unable to or for good cause will not serve, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

If a quorum is present and voting at the Annual Meeting, the nominees receiving the highest number of votes will be elected to our board of directors. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.

The following table sets forth information with respect to the director nominees standing for election at the Annual Meeting as of April 28, 2026:

Name1

Age

Position

Director Since

Committee Memberships

Greg Belinfanti

Director

2021

Compensation, Corporate Compliance & Governance

Terence Connors

Director

2019

Audit (Chair), Corporate Compliance & Governance

Brad Coppens

Director

2020

Audit, Compensation (Chair)

Suzanne Foster

Director

2024

N/A

Ted Lundberg

Director

2021

Audit, Corporate Compliance & Governance (Chair)

Kenneth A. Samet

Director

Audit2

Dr. Susan Weaver

Director

2018

Compensation, Corporate Compliance & Governance

David Williams III

Director

2020

Compensation, Corporate Compliance & Governance

Dale Wolf

Director

2019

Audit

The following is biographical information as of April 28, 2026 for each of our director nominees:

Gregory Belinfanti has served on our board of directors since September 2021. Mr. Belinfanti is President and a member of the Investment Committee at One Equity Partners. During his tenure at OEP, Mr. Belinfanti has worked on a

1 Our Corporate Compliance & Governance Committee and the Board of Directors did not renominate Diana Nole for election to the Board of Directors and her term will expire at the conclusion of the 2026 Annual Meeting.

2 Mr. Samet will join the Audit Committee effective as of the 2026 Annual Meeting if elected.

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number of investments in the healthcare and business services industries and has led many of OEP’s healthcare transactions. Mr. Belinfanti is a member of the Board of Directors of Fortis Healthcare, Nuclear Care Partners, Ernest Health, and has previously been a member of the Board of Directors of The Results Companies, PS Logistics, Apollo Health Street, ArthroCare, Celltrion Healthcare, EGS, OneLink, Prodigy, Simplura Health Group, and Systagenix. Prior to joining OEP, Mr. Belinfanti served as a Vice President in the Investment Banking division of Lehman Brothers, specializing in Global Healthcare. Mr. Belinfanti received his B.A. in Politics from New York University and his J.D. from Harvard University.

Terence Connors has been a member of our board of directors since the closing of the Business Combination. Mr. Connors brings to the board 40 years of public accounting experience. Mr. Connors retired in September 2015 from KPMG LLP, where he served as Professional Practice Partner, SEC Reviewing Partner and as a member of KPMG’s board of directors (2011-2015), where he chaired the Audit, Finance & Operations Committee. Prior to joining KPMG in 2002, he was a partner with Arthur Andersen LLP. During his career, he served as a senior audit and global lead partner for numerous public companies, including Fortune 500 companies. Mr. Connors currently serves as a board member and audit committee chairman of two public companies: Suburban Propane Partners L.P. and AdaptHealth Corp. Mr. Connors previously served as a trustee of St. Joseph’s Preparatory School in Philadelphia and also served as Chairman and President of the Philadelphia Chapter of the National Association of Corporate Directors (NACD). Mr. Connors received his undergraduate degree in Accounting from LaSalle University.

Brad Coppens has served on our board of directors since July 2020. Mr. Coppens is a Senior Partner of InTandem Capital Partners and has been identifying, evaluating and executing private equity transactions in the healthcare services sector for 20 years. In addition to AdaptHealth, Mr. Coppens serves on the board of directors at beBright, Healthfuse, HouseWorks, Providence Care, Sequel Ortho, The Phia Group and Vivo Infusion. Before joining InTandem, he was a Senior Managing Director at One Equity Partners. At One Equity Partners, Mr. Coppens has focused principally in the healthcare industry and has worked on numerous investments in both the healthcare and technology-enabled services industries. From 2012 to 2014, Mr. Coppens lived in São Paulo, Brazil and led One Equity Partners’ prior investing efforts in the region. Mr. Coppens has served as a member of the boards of directors of AdaptHealth, AMT/RestorixHealth, Ernest Health, OneLink, ResultsCX, Allied, Cless Cosméticos, Portal de Documentos, Prodigy Health Group, Simplura Health Group, Systagenix Wound Management, Unicoba, Wow! Nutrition and X-Rite. Mr. Coppens was also deeply involved in One Equity Partners’ investments in ArthroCare and Wright Medical. Prior to One Equity Partners, Mr. Coppens worked in the investment banking division of JPMorgan in the mergers and acquisitions group where he focused on healthcare and various other industries. Mr. Coppens is actively involved in a number of non-profit organizations and previously served as a board member of The TEAK Fellowship. Mr. Coppens received his B.B.A. from the Stephen M. Ross School of Business at the University of Michigan, where he graduated with high distinction.

Suzanne Foster has been the Chief Executive Officer of the Company since May 2024. She is a global leader with more than 25 years of experience in the healthcare industry. Ms. Foster also currently serves on the board of Unitil Corp., a public utility holding company. Prior to AdaptHealth, Ms. Foster served as President of Beckman Coulter Life Sciences for Danaher Corporation, a global science and technology innovation company located in Washington, DC, from April 2022 until May 2024. Ms. Foster also served as President of At Home Solutions for Cardinal Health, Dublin, Ohio, a global, integrated healthcare services and products company, from January 2020 until April 2022, as President of Stanley Healthcare, Waltham, Massachusetts, a healthcare technology operating division of Stanley Black & Decker, from April 2018 until January 2020, and as a general manager of Medtronic Advanced Energy (“Medtronic”), a medical device company, from August 2011 until March 2018. Ms. Foster formerly served as Vice President of Global Business Operations at Salient Surgical Technologies, a medical device company later acquired by Medtronic. She was also formerly employed as an attorney at the law firms of Holland & Knight and Wiggin & Nourie, and she served as Vice President of Legal & Compliance for the Elliot Health System. In 2017, Ms. Foster was appointed to the University System of New Hampshire Board of Trustees by New Hampshire Governor Chris Sununu. She also currently serves on the board of Perimeter Medical Imaging AI, Inc., since 2018, and on multiple boards of private medical technology companies. Ms. Foster holds a B.A. in Communication from the University of New Hampshire, an M.Ed in Psychology from Notre Dame College, a J.D. from Suffolk University Law School, and a Master of Public Health in Law and Health Policy from Harvard T.H. Chan School of Public Health.

Ted Lundberg has served on our board of directors since February 2021. Mr. Lundberg is a Founding Partner and Managing Member at Peloton Equity, LLC. Peloton Equity is a private equity firm that focuses on investing in growing healthcare companies. He previously worked at Ferrer Freeman & Company and prior to that, Donaldson, Lufkin and Jenrette. Mr. Lundberg currently serves on the boards of Arcadia Solutions, Inc. HPOne, Inc., Grenova, Inc., ClearSky

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Health, Inc., Aerosafe Global, Inc. and Journey Health & Lifestyle Brands Inc. Mr. Lundberg holds a B.A. degree from Princeton University.

Kenneth A. Samet currently serves as the President and CEO of Medstar Health, Inc. and has over 40 years of experience in healthcare administration. He has been CEO of MedStar Health, Inc. since January 2008, after previously serving as President beginning in 2003 and as Chief Operating Officer beginning in 1998. Earlier, from 1990 to 2000, he was President of MedStar Washington Hospital Center, and from the mid‑1980s to 1990 he held a series of leadership roles at Medlantic Healthcare Group. His prior public company board service includes Catalyst Health Solutions, Inc. (2006–2012) and Cogentix Medical, Inc. (2016–2018), and he served on the board of Luminex Corporation from 2018 to 2021. He holds a B.S. in business administration from Old Dominion University and an M.H.S.A. from the University of Michigan.

Susan Weaver, M.D. has served on our board of directors since February 2018. Dr. Weaver served as President and then Chief Executive Officer of KEPRO, a technology enabled healthcare services company, from July 2018 until the successful sale of the company in December 2022. She previously served as the Chief Executive Officer of C3 HealthcareRX and as the Founder and President of Transformation Health Partners, LLC. Dr. Weaver also served as the Chief Medical Officer for Blue Cross Blue Shield of North Carolina from 2014 to 2015 after serving as the Vice President, Health Delivery Redesign from 2012 to early 2014. Prior to joining Blue Cross Blue Shield of North Carolina, Dr. Weaver served in various leadership roles at WakeMed Health & Hospitals, including Executive Vice President, Medical Affairs. Dr. Weaver also previously served as an Executive Director and Physician and founding member for Alliance Medical Ministry, a 501(c)(3) providing medical care to the working uninsured of Wake County, North Carolina. She holds an M.D. from Duke University School of Medicine and a B.S. in Psychology from Duke University.

David S. Williams III has served on our board of directors since July 2020. Mr. Williams is a serial entrepreneur and currently co-founder and CEO of Care3, a digital health equity solution for health plans and providers. Prior to Care3, Mr. Williams was Co-Founder and CEO of InvolveCare (funded by Aetna) and a Founding Executive of PatientsLikeMe (acquired by United Health Group). He has also held corporate positions at Eli Lilly and Company and Deloitte. Mr. Williams also currently serves on the board of directors of Lifespace Communities, Inc., a private senior living company with 14 locations in seven states. Mr. Williams is a Henry Crown Fellow of The Aspen Institute and a member of the Aspen Global Leadership Network. Mr. Williams earned a BS in Economics and Entrepreneurial Management from The Wharton School of the University of Pennsylvania and an MBA in Digital Strategy with a certificate in Corporate Governance from the UCLA Anderson School of Management.

Dale Wolf has served on our board of directors since the closing of the Business Combination. Mr. Wolf has served as a member of the board of directors of EHealth, Inc. since 2019. He has also served as a member of the board of directors of Molina Healthcare, Inc. since 2013 and as chairman of the board since 2017. Mr. Wolf served as the President and Chief Executive Officer of Onecall Care Management Inc. from January 2016 to February 2019 and as executive chairman from September 2015 to January 2016. Mr. Wolf served as the President and Chief Executive Officer of DBW Healthcare, Inc. from January 2014 to June 2018. Mr. Wolf served as the executive chairman of Correctional Healthcare Companies, Inc., a national provider of correctional health care solutions, from December 2012 to July 2014. From 2005 to 2009, Mr. Wolf served as Chief Executive Officer of Coventry Health Care, Inc., a diversified national health care company, and served as the Executive Vice President, Chief Financial Officer and Treasurer of Coventry Health Care, Inc. from 1996 to 2005. Mr. Wolf was also a member of the boards of directors of Correctional Healthcare Companies, Inc. from 2012 to 2014, Coventry Healthcare, Inc. from 2005 to 2009 and Catalyst Health Solutions, Inc. from 2003 to 2012. Mr. Wolf graduated from Eastern Nazarene College with a Bachelor of Arts degree in Mathematics, with honors, and from the MIT Sloan School Senior Executive Program. He has also been a fellow in the Society of Actuaries since 1979.

The following is biographical information as of April 28, 2026 for a current director whose term will expire at the conclusion of the 2026 Annual Meeting:

Diana Nole has served on our board of directors since October 2024 and has over 18 years of senior leadership experience in the Healthcare AI and Healthcare IT industries. She most recently served as the Executive Vice President and General Manager of the Healthcare division of Nuance Communications, a Microsoft Cloud & AI company that provides AI-driven clinical documentation creation, clinical revenue cycle integrity and diagnostic radiology cloud solutions to the global healthcare industry. In this role, she worked to accelerate recurring revenue growth, successfully completed the divestiture of a declining business segment and developed the leadership team and culture in an effort to create sustainable growth and innovation. She has also served as the CEO of Wolter Kluwers’ Healthcare division from September 2015 to May 2020, president of Carestream’s Digital Medical Solutions business from August 2007 to August 2015, and vice

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president of strategy, product management, and marketing for Eastman Kodak’s Healthcare Information Technology Solutions business. Ms. Nole has dual degrees in Computer Science and Math from the State University of New York at Potsdam and earned her MBA from the University of Rochester’s Simon School.

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PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 and has further directed that the selection of the independent registered public accounting firm be submitted for ratification by our stockholders at the Annual Meeting. KPMG LLP has advised the Company that it has no direct or indirect financial interest in the Company or any of its subsidiaries and that it has had, during the last three years, no connection with the Company or any of its subsidiaries other than as our independent registered public accounting firm and certain other activities as described below.

Neither our bylaws nor our other organizational documents or applicable law require stockholder ratification of the selection of KPMG LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests or those of our stockholders.

KPMG LLP will have a representative present at the meeting who will have an opportunity to make a statement if he or she so desires and to respond to appropriate questions from stockholders.

Independent Registered Public Accounting Firm

KPMG LLP, which served as our independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024, provided audit and tax services to us during those fiscal years. The following table presents fees for professional services rendered by our independent registered public accounting firm:


Type of Fees	Fiscal 2025		Fiscal 2024
Audit Fees	$	4,625,000	$	5,124,285
Audit-Related Fees	—		—
Tax Fees	858,902		963,541
All Other Fees	—		—
Total	$	5,483,902	$	6,087,826

Audit Fees

This category includes fees associated with our annual audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting and the review of our quarterly reports on Form 10-Q. This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of our interim financial statements, and the review of our SEC regulatory filings.

Audit-Related Fees

There were no audit-related fees billed to us for 2025 or 2024.

Tax Fees

This category includes fees for tax compliance of $652,500 and $765,169 for 2025 and 2024, respectively, with the remainder primarily for tax planning and technical advice on mergers and acquisitions.

All Other Fees

There were no other fees billed to us for 2025 or 2024.

Audit Committee Pre-Approval Policies and Procedures

Our policy is that all audit and non-audit services must be pre-approved by the Audit Committee. The authority to grant pre-approvals of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. All of such services and fees were pre-approved during the fiscal year ended December 31, 2025 and 2024.

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Vote Required for Approval

The approval of the ratification of appointment of KPMG LLP requires the affirmative vote of a majority of the votes cast by the holders of outstanding Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal 2. Failure to vote by proxy or to vote in person at the Annual Meeting or an abstention from voting will have no effect on the outcome of the vote on the ratification of appointment of KPMG LLP.

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE RATIFICATION OF SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2026.

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PROPOSAL NO. 3 — SAY-ON-PAY

Background

Section 14A of the Exchange Act requires us to request stockholder approval, on an advisory basis, of the compensation paid to our named executive officers (“NEOs”) as disclosed pursuant to the SEC’s compensation disclosure rules. This proposal is commonly known as a “say-on-pay” proposal.

As part of our Compensation Committee’s efforts to ensure that the interests of our NEOs are aligned with those of our stockholders, our Compensation Committee will consider the results of this “say-on-pay” vote on executive compensation. Our Compensation Committee will consider stockholder feedback when reviewing, designing and implementing our executive compensation program.

The Compensation Discussion and Analysis beginning on page 23 of this proxy statement sets forth detailed information about our executive compensation program. As discussed there, our executive compensation program is designed to:

•Link pay with performance

•Provide an appropriate mix of fixed and at-risk compensation to attract and retain key talent who thrive in a results-driven environment

•Set competitive pay levels to effectively attract and retain key talent

Consistent with these goals our executive compensation program emphasizes performance-based pay, with 2025 metrics including Net Revenue, Adjusted EBITDA, Free Cash Flow, and relative total shareholder return (“TSR”).

Vote Required for Approval

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the non-binding approval of our fiscal 2025 executive compensation. The affirmative vote of a majority of all votes cast at the Annual Meeting or by proxy is required to approve this non-binding advisory proposal. For purposes of this non-binding advisory vote, any shares not voted (whether by abstention, broker non-vote, or otherwise) will not be counted as a vote cast and will have no impact on the result of the vote, although abstentions will count toward the presence of a quorum.

The vote of the stockholders with respect to this proposal is an advisory vote, and the results will not be binding on our board of directors. However, the board of directors and our Compensation Committee, which is composed entirely of independent directors, will consider the outcome of the vote when making future decisions regarding executive compensation.

As an advisory vote, this proposal is not binding upon the Company. However, our Compensation Committee will use stockholder feedback, both as expressed by your “say-on-pay” vote and as provided directly to us, as an important consideration in making future NEO compensation decisions.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ADOPTION OF THE FOLLOWING RESOLUTION:

RESOLVED, THAT THE STOCKHOLDERS OF THE COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025, AS DISCLOSED WITHIN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE EXCHANGE ACT (ITEM 402 OF REGULATION S-K), WHICH DISCLOSURE INCLUDES THE COMPENSATION DISCUSSION AND ANALYSIS, SUMMARY EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE INFORMATION CONTAINED IN THIS PROXY STATEMENT.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors and Terms of Office of Officers and Directors

At the 2024 Annual Meeting, our stockholders voted to approve the elimination of our classified board structure over three years. As of this Annual Meeting the declassification of the Board is complete and all directors will stand for election annually.

Pursuant to the terms of the Deerfield Subscription Agreement, Deerfield was entitled, at the closing of the Business Combination, to designate for nomination by us for election one director to serve on our board of directors. Deerfield designated Dr. Susan Weaver.

Pursuant to the terms of the BlueMountain Board Designee Rights Letter Agreement, the BlueMountain Entities or their permitted transferees holding a majority of the outstanding principal amount under the BM Notes had the right to designate and nominate for election one director to our board of directors. BlueMountain’s designee was Dale Wolf.

Pursuant to the terms of the OEP Investment Agreement, for as long as OEP holds beneficial ownership of at least 25% of the shares of capital stock of the Company purchased thereunder, OEP has the right to designate and nominate for election one director to our board of directors. OEP’s initial designee was Brad Coppens. OEP’s sole current designee is Gregory Belinfanti.

Pursuant to the terms of the AeroCare Merger Agreement, for so long as Peloton Equity AeroCare SPV I, L.P. and SkyKnight Aero Holdings, LLC or an affiliate thereof (the “AeroCare Sellers”) hold in the aggregate among them at least 35% of the share consideration issued to them under the AeroCare Merger Agreement, on an as-converted basis, the AeroCare Sellers have the right to nominate one director to our board of directors. The AeroCare Sellers’ designee is Ted Lundberg.

The Board held five meetings during 2025. No incumbent director attended fewer than 75% of the meetings of the board of directors and no incumbent director attended fewer than 75% of the meetings of the committees of the board of directors on which he or she served (in each case, which were held during the period for which such incumbent director was a director). Nine of our incumbent directors attended the prior year’s annual meeting. We do not have a policy mandating director attendance at annual meetings of our stockholders, but we strongly encourage directors to attend.

Officers are appointed by our board of directors and serve at the discretion of our board of directors, rather than for specific terms of office.

Director Independence

Our shares of Common Stock are listed on the Nasdaq Capital Market and trade under the symbol “AHCO” and we are subject to Nasdaq listing standards. Nasdaq Listing Rule 5605 requires a majority of a listed company’s board of directors to be comprised of independent directors. In addition, the Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation and corporate compliance and governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Rule 5605(a)(2), a director will qualify as an “independent director” only if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of the composition of our board and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of Messrs. Belinfanti, Connors, Coppens, Lundberg, Samet, Williams, and Wolf, and Dr. Weaver, representing eight of our nine director nominees, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq Listing Rule 5605(a)(2).

Our board of directors also determined that Messrs. Connors, Coppens, Lundberg, Samet and Wolf, who comprise our Audit Committee, Messrs. Belinfanti, Coppens, Williams, and Dr. Weaver, who comprise our Compensation Committee,

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and Messrs. Belinfanti, Connors, Lundberg, and Williams and Dr. Weaver, who comprise our Corporate Compliance and Governance Committee, satisfy the independence standards for such committees established by the Securities and Exchange Commission, or the SEC, and Nasdaq listing standards, as applicable. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including beneficial ownership of our capital stock.

Board Leadership Structure and Role in Risk Oversight

Dale Wolf serves as the Chairman of our Board, and Suzanne Foster serves as our Chief Executive Officer. We generally believe that the most effective leadership structure is to have separate Chair of the Board and Chief Executive Officer positions because this allows the board of directors to benefit from having multiple strong voices bringing separate views and perspectives to meetings. Our Corporate Governance Guidelines provide that the Board may appoint an independent director to serve as “Lead Independent Director” for a one-year term if the individual elected as Chair is not an independent director.

Our board of directors is responsible for overseeing the overall risk management process at the Company. Risk management is considered a strategic activity within the Company, and responsibility for managing risk currently rests with executive management while the Board participates in the oversight of the process. The oversight responsibility of our Board is enabled by management reporting processes designed to provide visibility to the Board about the identification, assessment, and management of critical risks. Those areas of focus include strategic, operational, financial and reporting, compliance and other risks. Our Audit Committee enhances the Board’s oversight of risk management and discusses with management, the independent auditor and the internal auditor policies with respect to risk assessment and risk management, including significant operating and financial risk exposures and the steps management has taken to monitor, control and report such exposures. Further, our Compensation Committee enhances the Board’s oversight of risk management by considering the impact of the Company’s compensation policies and plans, and the incentives created by the Company’s compensation policies and plans, on the Company’s risk profile. Our Corporate Governance and Compliance Committee represents and assists the Board with the Company’s director nominations process and procedures, develops and maintains the Company’s corporate governance policies and related matters, oversees the Company’s environmental, social and corporate governance strategy and initiatives and oversees the Company’s activities in the areas of corporate responsibility and compliance to assist the Board in fulfilling its fiduciary responsibilities.

Committees of the Board of Directors

The standing committees of our board of directors currently consist of an Audit Committee, a Compensation Committee, and a Corporate Compliance and Governance Committee. Each committee reports to the board of directors as it deems appropriate and as the Board may request. The composition, duties and responsibilities of these committees are set forth below.

Audit Committee

Our Audit Committee consists of Terence Connors, who serves as the Chair of the Audit Committee, Brad Coppens, Ted Lundberg, Ken Samet3 and Dale Wolf. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent. We have determined that each of Messrs. Connors, Wolf, Lundberg, Samet and Coppens qualifies as independent under Nasdaq listing standards and applicable SEC rules with respect to Audit Committee membership. We have also determined that Mr. Connors qualifies as an “Audit Committee Financial Expert” as defined in applicable SEC rules. During fiscal year 2025, our Audit Committee met five times, including telephonic meetings.

The Audit Committee charter, which is available on our website at https://www.adapthealth.com/investorrelations/governance, details the principal functions of the Audit Committee, including:

•the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

3 Mr. Samet will join the Audit Committee effective as of the 2026 Annual Meeting if elected.

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•reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

•reviewing and discussing with the General Counsel, Chief Compliance Officer, and/or any other senior-level management representative, as the committee deems necessary, the accuracy of public disclosures with respect to material investigations involving the Company’s officers and directors that are required to be disclosed under state and/or federal laws and regulations (if any);

•setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

•setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality control procedures and (ii) any material issues raised by the most recent internal quality control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

•reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities;

•reviewing and assessing the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled; and

•overseeing the adequacy and effectiveness of the Company’s monitoring of and system of internal controls over cybersecurity matters.

Compensation Committee

Our Compensation Committee consists of Gregory Belinfanti, Brad Coppens, David Williams and Susan Weaver, and Mr. Coppens serves as Chair of the Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent. We have determined that each of Messrs. Coppens, Williams and Belinfanti, and Dr. Weaver qualifies as independent under Nasdaq listing standards and applicable SEC rules. Our Compensation Committee held five meetings during 2025. The Compensation Committee charter, which is available on our website at https://www.adapthealth.com/investorrelations/governance, details the principal functions of the Compensation Committee, including:

•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation in executive session at which the Chief Executive Officer is not present;

•reviewing and approving the compensation of all of our other executive officers;

•reviewing our executive compensation policies and plans;

•implementing and administering our equity-based remuneration plans;

•assisting management in complying with our SEC filings;

•approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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•producing a report on executive compensation to be included in our annual proxy statement; and

•reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The Compensation Committee is responsible for determining appropriate compensation levels and arrangements for our executive officers and directors, ensuring that our compensation program is consistent with our compensation philosophy and peer company practices. In making these determinations, the Compensation Committee considers each executive officer’s individual performance, the recommendations of our Chief Executive Officer, and additional factors, such as the executive officer’s responsibilities, experience level and tenure. In addition, the Compensation Committee continued to engage ClearBridge Compensation Group (“ClearBridge”) as its independent compensation advisor in 2025 as described in the Compensation Discussion and Analysis on page 23 of this proxy statement.

In determining the levels and mix of executive and director compensation, our Compensation Committee does not generally rely on formulaic guidelines, but rather maintains a flexible approach to compensation determinations, which allows it to adapt the various elements of compensation to motivate individual executives and achieve our specific strategic and financial goals. The Compensation Committee then approves, with any modifications it deems appropriate, base salaries, target annual incentive bonuses and grants for our executive officers and directors, as applicable.

The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Other than the engagement of ClearBridge described above, the Compensation Committee has not retained a compensation consultant to recommend or assist in determining the amount or form of executive or director compensation.

The Compensation Committee may delegate to any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances.

Corporate Compliance and Governance Committee

Our Corporate Compliance and Governance Committee is responsible for, among other matters: (i) identifying individuals qualified to become members of our board of directors consistent with criteria approved by our Board; (ii) assessing the composition and functioning of the Board and its committees; (iii) developing and maintaining the Company’s corporate governance policies and any related matters required by the federal securities laws; (iv) overseeing the Company’s environmental, social and corporate governance strategy and initiatives; (v) overseeing the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently; and (vi) periodically assessing and making recommendations to the Board regarding management’s implementation of the Compliance Program elements.

Our Corporate Compliance and Governance Committee consists of Gregory Belinfanti, Terence Connors, Ted Lundberg, who serves as Chair of the committee, David Williams and Dr. Susan Weaver. We have determined that each of Messrs. Connors, Williams, Lundberg, Belinfanti and Dr. Weaver qualifies as independent under Nasdaq listing standards and applicable SEC rules. Our Corporate Compliance and Governance Committee met five times in 2025. The written charter for the Corporate Compliance and Governance Committee is available on our website at https://www.adapthealth.com/investorrelations/governance.

Subject to the OEP Investment Agreement and the AeroCare Merger Agreement discussed elsewhere in this proxy statement, which provide certain of our stockholders with rights to designate director nominees, the Corporate Compliance and Governance Committee uses a variety of methods for identifying and evaluating nominees for director. In recommending director nominees to the Board apart from those nominees designated pursuant to the OEP Investment Agreement and the AeroCare Merger Agreement, the committee solicits candidate recommendations from its own members, other directors and management. The committee assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, and the designation provisions of the OEP Investment Agreement and the AeroCare Merger Agreement do not apply, the committee considers whether to fill those vacancies and, if applicable, considers various potential director candidates. The committee evaluates any such candidates at regular or special meetings of the committee, and such candidates may be considered at any point during the year.

The Corporate Compliance and Governance Committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a Corporate Compliance and Governance Committee-recommended

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nominee. The committee seeks to ensure that the membership of the Board and each committee of the Board satisfies all relevant Nasdaq listing standard requirements and applicable laws and regulations and all requirements of our organizational documents. The nature of the specific qualifications, qualities, experience or skills that the committee may look for in any particular director nominee who is not a designee under the OEP Investment Agreement or the AeroCare Merger Agreement depends on the qualifications, qualities and skills of the rest of the directors at the time of any vacancy on the Board. In addition, on an annual basis, the committee evaluates the composition of the Board by (a) assessing the skills and expertise that are currently represented on the Board as a whole, and in individual directors, as well as the skills and experience that the Board may find valuable in the future and (b) assessing the effectiveness of the efforts to seek a diversity of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the Board.

The Corporate Compliance and Governance Committee also considers director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next Annual Meeting. Our stockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our bylaws.

Code of Ethics and Committee Charters

We have adopted a Code of Ethics applicable to our directors, officers and employees. Our Code of Ethics, Audit Committee charter, Compensation Committee charter and Corporate Compliance and Governance Committee charter are available free of charge on our corporate website at https://www.adapthealth.com/investorrelations/governance. The information on our website does not constitute part of this proxy statement. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics on our corporate website at the address above.

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REPORT OF THE AUDIT COMMITTEE

Our management has primary responsibility for establishing and maintaining effective internal control over financial reporting and preparing our consolidated financial statements and disclosures. KPMG LLP, our independent registered public accounting firm for 2025, was responsible for performing an independent audit of our consolidated financial statements and expressing opinions on the conformity of our consolidated financial statements with generally accepted accounting principles in the United States and on the effectiveness of our internal control over financial reporting. Our Audit Committee oversaw the performance of these responsibilities by KPMG LLP and management, including the processes by which these responsibilities are fulfilled.

Our Audit Committee has reviewed our audited consolidated financial statements for the fiscal year ended December 31, 2025 and discussed them with our management and KPMG LLP.

Our Audit Committee has also received from, and discussed with, KPMG LLP various communications that KPMG LLP is required to provide to our Audit Committee, including the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

In addition, our Audit Committee has received the written disclosures and a letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with our Audit Committee concerning independence, and has discussed with KPMG LLP their independence.

Based on the review and discussions referred to above, our Audit Committee has recommended to the board of directors that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2025, filed by us with the SEC.

Respectfully submitted,

The Audit Committee of the Board of Directors

Terence Connors, Chair

Brad Coppens

Ted Lundberg

Diana Nole

Dale Wolf

The material in this report is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference in any filing of AdaptHealth Corp. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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EXECUTIVE AND DIRECTOR COMPENSATION

Identification of Executive Officers

The following table sets forth the name, age and position of each of our executive officers as of April 28, 2026:

Name

Age

Position

Suzanne Foster

Chief Executive Officer

Jason Clemens

Chief Financial Officer

Toby Scott Barnhart

Chief Operating Officer

Russell Schuster

Chief Commercial Officer

Albert Prast

Chief Technology Officer

Christine Archbold

Chief Accounting Officer

Richard Rew

Chief Legal Officer, General Counsel & Secretary

Daniel McFadden

Chief Business Systems Officer

The following is biographical information as of April 28, 2026 for our executive officers other than Ms. Foster, whose biographical information appears above in Proposal 1 — Election of Directors.

Jason Clemens joined AdaptHealth in 2020 from MEDNAX, Inc, a national provider of health solutions to hospitals, health systems, and healthcare facilities, where he served as Senior Vice President and Operations Chief Financial Officer. Over a nine-year career at MEDNAX, Mr. Clemens held positions of increasing responsibility in operations management and finance. Prior to joining MEDNAX, Mr. Clemens gained experience with the United States Army, supporting the Republic of Korea Army in Wonju, South Korea. He later served in progressive roles within operations management and finance at Accenture, Lennar, and Ryder. Mr. Clemens holds a B.S. in Industrial Engineering from Lehigh University, and an M.S. in Finance and an M.B.A. from the Indiana University Kelley School of Business. He is also a Chartered Financial Analyst (CFA) and a Certified Six Sigma Blackbelt.

Toby Scott Barnhart joined AdaptHealth in 2024 as Chief Operating Officer. Prior to that, from September 2022 until September 2024, Mr. Barnhart served as the Chief Operating Officer of Qurate Retail Group (“Qurate”), a world leader in video commerce across linear TV, e-commerce sites, digital streaming and social platforms. Prior to Qurate, Mr. Barnhart served as president of Global Medical Products & Supply Chain at Cardinal Health from July 2018 to December 2021 and as President, Global Supply Chain & Group Purchasing Organizations at Aramark from April of 2014 to July 2018. Mr. Barnhart also held senior supply chain positions at Conagra Brands and Diageo from September 2002 to April 2014. Early in his career, Mr. Barnhart advised other global companies as a consultant at PwC and E&Y. Mr. Barnhart serves on the Board of Directors of Common Threads. Scott earned his bachelor’s degree from Purdue University and his M.B.A. from the Kellogg School of Management at Northwestern University. Mr. Barnhart has significant international business leadership experience in global supply chain, manufacturing, procurement, customer service and product portfolio management at multiple Fortune 500 brands and similarly sized corporations.

Russell Schuster joined AdaptHealth in 2024 from Cardinal Health, where he most recently served as the President for Cardinal Health Canada since November 2020. During his time as President, the business experienced significant organic revenue growth and margin expansion through the implementation and execution of a multi-year strategic plan, refocused commercial strategy and implementation of operating efficiency programs. Previously, he held the role of Senior Vice President and led the Global Strategy and Business Development efforts for the Medical Segment at Cardinal Health. Mr. Schuster joined Cardinal Health in 2017 as a Vice President, Corporate Development with responsibility for identification and execution of M&A, Partnerships and Joint Ventures across the enterprise. Mr. Schuster has nearly 25 years' experience in corporate finance, strategy and M&A work and, immediately prior to joining Cardinal Health, he led corporate development efforts for Republic Services in Chicago, IL. Earlier in his career, Mr. Schuster was a Senior Vice President in investment banking advisory with Barclays (Lehman Brothers). Prior to that, he was with the Transaction Advisory and Corporate Audit groups at Ernst & Young LLP. Mr. Schuster received his M.B.A. from Northwestern University Kellogg School of Management's accelerated 1-Year program and his bachelor’s in Accounting/Business Law from Miami University (OH). He is a CPA and previously served on the Board of Directors for MedTech Canada and naviHealth, Inc. until its acquisition by Optum in 2020.

Albert Prast joined AdaptHealth in February 2021. Mr. Prast has worked in management roles in the information technology industry for 25 years, specifically as the executive leader of technology vision, strategy, and execution for a

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number of healthcare companies. Currently, Mr. Prast serves as the Chief Technology Officer of AdaptHealth. Previously, Mr. Prast served as the chief information and chief technology officer for AeroCare. At AeroCare, Mr. Prast focused on implementing technology solutions to enhance efficiency and create a competitive advantage in an industry that has historically relied on paper-based operations. Mr. Prast is also an active investor and advisor to healthcare technology companies and serves on a number of boards, including DataLink Software, ClinOne, RxREvu, ClearSense, and Rancho Family Medical Group.

Christine Archbold joined AdaptHealth in 2022 as AdaptHealth’s Senior Vice President of Corporate Accounting. Ms. Archbold was promoted to Chief Accounting Officer and principal accounting officer in March 2023. Ms. Archbold previously has held a variety of senior financial management positions, including Chief Accounting Officer and Global Corporate Controller at Clarivate from 2017 to 2022, Global Controller (from 2014 to 2017) and Director of Financial Reporting (from 2011 to 2014) at Houghton International. In these roles, Ms. Archbold had overall responsibility for the controllership, financial reporting, and systems of internal controls. Prior to joining Houghton International in 2011, Ms. Archbold was an auditor with the accounting firm of Ernst & Young LLP. Ms. Archbold holds a B.S. in Accounting from Saint Joseph’s University.

Richard Rew has been the Chief Legal Officer and General Counsel of the Company since January 2025. Mr. Rew joined the Company from Human Power of N Company (HumanN), a leading dietary supplement company where he is currently a Board Advisor, and previously served as Chief Legal Officer and General Counsel from August 2024 to December 31, 2024. Mr. Rew served as Chief Legal Officer of Tabula Rasa Healthcare, a specialty pharmacy, from April 2023 until its sale to CarePathRx in November 2023; Senior Vice President & General Counsel of IsoPlexis, a leader in functional single-cell proteomics, from October 2021 until its sale to Berkely Lights, Inc. in March 2023; and as Senior Vice President & General Counsel of Luminex Corporation, a leading biological testing company, from 2015 until its sale to DiaSorin in July 2021. Mr. Rew also served as Chief Compliance Officer of Luminex from February 2021 until the sale of the Company to DiaSorin. Mr. Rew was previously in the legal department at ArthroCare Corporation, a medical device company, serving as Vice President, Legal Affairs, from 2006 to 2009 and then as Senior Vice President & General Counsel, from 2009 until its sale to Smith & Nephew in 2014. Mr. Rew resides in Austin, Texas and is a member of the State Bar of Texas and serves on the Board of Directors of the Austin Bar Foundation. He received a B.A. From the Plan II Honors Program at the University of Texas at Austin and a J.D. from the University of Oklahoma College of Law.

Daniel McFadden joined AdaptHealth in March of 2025 as Chief Business Systems Officer. He has more than 30 years of international business experience in various general management, continuous improvement, operations, supply chain, and engineering leadership roles across several industries. Prior to AdaptHealth, Mr. McFadden was Senior Vice President Business Systems at Regal Rexnord, a global industrial automation and powertrain company. Mr. McFadden also served as Vice President Operations, Supply Chain, and Danaher Business System, as well as interim President at Beckman Coulter Life Sciences for Danaher Corporation. Additionally, he served as Vice President Operations, Supply Chain, and Carlisle Business System at Carlisle Companies as well as Vice President Manufacturing, Distribution, and Logistics at Videojet, a Danaher operating company. Mr. McFadden also spent a significant portion of his early career at the Timken Company with increasing responsibility in research & development, operations, supply chain, and general management. Mr. McFadden holds a B.S. in Mechanical Engineering from The Ohio State University and Master of Engineering Management from Case Western Reserve University.

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STOCK PERFORMANCE GRAPH

The following graph compares the yearly percentage change in cumulative total stockholder return of our common stock during the period from 2020 to 2025 with (i) the cumulative total return of the S&P 600 index and (ii) the cumulative total return of the S&P Healthcare Services Select Industry Index. The comparison assumes $100 was invested on December 31, 2020 in our common stock and in each of the foregoing indices and the reinvestment of dividends through December 31, 2025 (last trading day of the year). The stock price performance on the following graph is not necessarily indicative of future stock price performance.

This graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy into any filing under the Securities Act or under the Exchange Act, except to the extent that AdaptHealth specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

Indexed Returns



Company/Index	12/31/2020		12/31/2021		12/30/2022		12/29/2023		12/31/2024		12/31/2025
AdaptHealth Corp.	$	100.00	$	65.12	$	51.17	$	19.41	$	25.35	$	26.52
S&P Health Care Services Select Industry Index	$	100.00	$	109.45	$	87.48	$	91.50	$	92.81	$	109.97
S&P 600 Index	$	100.00	$	125.27	$	103.45	$	117.81	$	125.85	$	131.18

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COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion & Analysis section of our Proxy Statement provides a detailed description of our executive compensation programs, decisions, and associated governance for our Named Executive Officers (“NEOs”) in 2025. In this section of our Proxy Statement, “Committee” is a reference to the Compensation Committee.

Named Executive Officers

Title as of December 31, 2025

Suzanne Foster

Chief Executive Officer and Director

Jason Clemens

Chief Financial Officer

Toby Scott Barnhart

Chief Operating Officer

Russell Schuster

Chief Commercial Officer

Albert Prast

Chief Technology Officer

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EXECUTIVE SUMMARY

Year in Review and Alignment of Company Performance with Pay

In 2025, the Company made significant strides toward building a stronger operational and financial foundation. We transformed our operating model to position the Company for sustained growth. In addition, we closed the largest capitated contract in the industry’s history, and strengthened our balance sheet by paying down debt while generating cash flow that exceeded expectations. In the fourth quarter, we continued that momentum with strong patient growth across our portfolio, setting new census records in our Sleep Health, Respiratory Health, and Wellness at Home segments. Our scale and impact remain unmatched in the market, with nearly 10,900 employees servicing approximately 4.3 million patients across the United States. Our performance achievements for 2025 include the following:

•Net Revenue of $3.24 billion, which represented a decrease of 0.5% over 2024. Net Revenue for 2025 was impacted by the disposition of certain incontinence and infusion businesses during 2025, and to a lesser extent, the disposition of certain custom rehab technology assets during 2024, which combined reduced net revenue by $92.4 million.

•Adjusted EBITDA of $616.7 million, which represented a decrease of 10.5% over 2024. Adjusted EBITDA is defined as EBITDA plus equity-based compensation expense, change in fair value of the warrant liability, goodwill impairment, loss on extinguishment of debt, litigation settlement expense related to securities litigation, gain on sale of businesses, and other non-recurring items of expense or income. Adjusted EBITDA for 2025 was impacted by a legal settlement expense of $14.5 million and over $10 million of strategic investments to accelerate onboarding of a new capitated contract; the underlying earnings power of the business remains intact.

•Cash Flow from Operations was $601.8 million in 2025, an increase from $541.8 million in 2024, reflecting improved operational efficiency. Free Cash Flow was $219.4 million in 2025, a decrease from $235.8 million in 2024, primarily from an increase in, and timing of, purchases of patient medical equipment for operating requirements. Free Cash Flow is defined as net cash provided by operating activities less cash paid for purchase of equipment and other fixed assets.

•For additional information on the Company's financial results, see our Annual Report on the Form 10-K for the year ended December 31, 2025.

These achievements were reflected in executive pay outcomes for 2025, aligning with our focus on paying for performance:

•Annual cash bonuses were based on our achievement of Net Revenue (40%), Adjusted EBITDA (30%) and Free Cash Flow (30%). Our 2025 Net Revenue results fell between the threshold and target goals, Adjusted EBITDA

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results fell between the threshold and target goals and Free Cash Flow results were above the maximum goal, resulting in an overall payout of approximately 116.22% of the target for each of our NEOs.

•In 2025, we granted performance-vested restricted stock units (“PSUs”) that will vest based on the Company’s total shareholder return (TSR) relative to its defined peers (Relative TSR) for the performance period from February 1, 2025 through January 31, 2028 (or, a change in control, if earlier), as further described in the “Grant of Plan-Based Awards” table.

•In recent years, compensation outcomes for our NEOs have demonstrated the Company's pay-for-performance philosophy. A substantial portion of NEO compensation is at-risk (87% for our CEO and 79% on average for our other NEOs). In addition, 50% of our long-term incentives are granted in PSUs tied to relative TSR. The PSUs granted in both 2022 and 2023 were forfeited due to TSR performance below the threshold level relative to the compensation peer group. The 2025 annual incentive paid out above target, recognizing strong financial performance against our rigorous targets. Taken together, these outcomes align realized pay with Company performance.

•In February 2025, the Compensation Committee determined that the PSUs granted in 2022 performed under the threshold performance level and, therefore, paid out at 0%.

•In February 2026, the Compensation Committee determined that the PSUs granted in 2023 performed under the threshold performance level and, therefore, paid out at 0%.

Executive Hires

On November 5, 2024, the Company entered into an employment agreement with Mr. Schuster that governs the terms of his employment as the Chief Commercial Officer of the Company, effective January 2, 2025. The terms of Mr. Schuster’s employment agreement are described further in the section labeled “Narrative to Summary Compensation Table — Executive Employment Agreements,” and his severance entitlements are described further in the section labeled “Potential Payments Upon Termination or Change in Control.”

Compensation at a Glance

Our 2025 program was consistent with our past practices and continues to emphasize at-risk, results-driven pay with performance measures focused on key measures of our success in growing profitably and building sustainable value for our stockholders. The high support that our 2025 say-on-pay proposal received, with 94.3% of shares voted cast in favor, was a strong indication that our stockholders are supportive of our approach to executive compensation.

The 2025 target direct compensation mix for our current CEO (Ms. Foster) and other NEOs is illustrated below. The majority (87%) of Ms. Foster’s target direct compensation is at-risk variable pay, with 72% consisting of equity incentive awards. For all other NEOs in 2025, at-risk variable pay represents an average of 79% of the target compensation mix, with an average of 58% consisting of equity incentive awards. Further, our target direct compensation mix is substantially performance-based with 50% of our NEOs’ target direct compensation being tied to the achievement of preset and rigorous performance goals. The key design features are consistent across all NEOs.

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Annual Incentive •100% payable in cash •100% tied to financial performance outcomes •Earned based on a combination of Net Revenue, Adjusted EBITDA and Free Cash Flow			Annual Long-Term Incentives •Granted an equal mix of PSUs and RSUs •PSUs vest subject to continued employment and three-year cumulative Relative TSR performance •RSUs vest subject to continued employment in three equal annual installments over a three-year period

COMPENSATION DESIGN

Compensation Philosophy and Alignment with Strategic Priorities

The Company is a national leader in providing patient-centered, healthcare-at-home solutions, including home medical equipment, medical supplies, and related services. To be successful in a competitive marketplace, we need to attract and retain talented employees who are aligned to our mission, vision and values, as well as effective leaders in the fast-paced and high-growth environment in which we operate. The Company’s compensation philosophy is to have a program that fully supports the Company’s attraction, retention, and stockholder alignment objectives, with an appropriate balance between achieving short-term results and creating long-term sustainable value for stockholders that reinforces and strengthens the linkage between pay and performance.


Principle						How we achieve this
Link pay with performance						✓Deliver the majority of an NEO’s pay in the form of at-risk, variable compensation ✓Provide incentive opportunities that can be earned based on robust, simple, transparent, and holistic measures of enterprise-wide performance (currently Net Revenue, Adjusted EBITDA, Free Cash Flow, and Relative TSR)
Provide an appropriate mix of fixed and at-risk compensation to attract and retain key talent who thrive in a results-driven environment(1)						✓Deliver the majority of pay as at-risk and results-driven,(2) accounting for an average of 82% for our NEOs ✓Deliver at least 50% of each NEO’s compensation in performance-based pay, defined as annual bonus and PSUs ✓Use a combination of PSUs and RSUs to balance performance-based pay and retention objectives, while collectively aligning with stockholders’ interests
Set competitive pay levels to effectively attract and retain key talent						✓Use an appropriate peer group to provide external context that informs pay decisions ✓Reference the market 50th percentile when setting total direct compensation opportunities (the sum of base salary, target bonus and annual equity awards), with positioning against market informed by a range of factors consistent with the Company’s compensation philosophy(3)

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(1)Pay mix and equity mix percentages based on target compensation packages effective in 2025.

(2)“Results-driven” pay is considered as performance-based and/or equity-based compensation, the value of which moves in accordance with our stock price performance.

(3)The range of factors that the Committee might consider is detailed in the “Use of Market Data” section.

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To ensure our executive compensation program appropriately balances pay-for-performance objectives, the Committee has elected to align incentive compensation with the following key metrics:


Performance metric						How this aligns with our strategic priorities
Net Revenue(1)						✓Measures our ability to attract new customers and grow organically ✓Incentivizes top-line growth that translates to bottom-line value creation for our stockholders

Adjusted EBITDA(2)						✓Measures our ability to grow profitability ✓Incentivizes top-line growth, prudent investment and cost management that translates to bottom-line value creation for our stockholders

Free Cash Flow(2)						✓Measures our ability to manage cash from operations after covering purchases of equipment and other fixed assets ✓Incentivizes prudent capital allocation and cash management that translates to value creation for our stockholders and our ability to manage debt obligations

Relative TSR						✓Aligns with stockholders’ interests ✓Assesses holistic company performance across all strategic priorities through the eyes of stockholders ✓Neutralizes impact of macroeconomic events and therefore measures our ability to create superior long-term value relative to peers

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(1)In 2025, we added Net Revenue and removed Compliance as performance metrics to calculate annual bonuses in order to ensure that annual incentives are directly aligned with key financial performance outcomes (rather than with individual and/or non-financial metrics as used in prior years).

(2)Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. See below for a reconciliation showing how these metrics are calculated from our 2025 consolidated audited financial statements.

The Company defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization, including patient equipment depreciation.

The Company defines Adjusted EBITDA as EBITDA (as defined above) plus equity-based compensation expense, change in fair value of the warrant liability, goodwill impairment, loss on extinguishment of debt, litigation settlement expense related to securities litigation, gain on sale of businesses, and other non-recurring items of expense or income.

The following unaudited table presents the reconciliation of net loss attributable to AdaptHealth Corp., to EBITDA and Adjusted EBITDA for the year ended December 31, 2025 (in thousands):

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Net loss attributable to AdaptHealth Corp.	$	(70,794)
Income attributable to noncontrolling interest	4,756
Interest expense, net	105,753
Income tax expense	50,884
Depreciation and amortization, including patient equipment depreciation	381,927
EBITDA	$	472,526
Equity-based compensation expense	21,876
Goodwill impairment	127,995
Litigation settlement expense(1)	1,000
Gain on sale of businesses	(32,602)
Other non-recurring expenses, net	25,886
Adjusted EBITDA	$	616,681
Adjustment(2)	14,500
Adjusted EBITDA utilized for Annual Incentive	$	631,181

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(1)The expense represents the estimated amount expected to be funded by the Company relating to a previously disclosed securities settlement.

(2)Represents a litigation settlement expense that was approved by the Compensation Committee as an adjustment for purposes of determining Adjusted EBITDA for payment of the 2025 annual incentive for the Company's NEOs. In making this determination, the Committee considered that the settlement resolved ongoing litigation on favorable terms that was not contemplated in the Company's original budget. The Committee determined that applying the adjustment better aligned pay with Company performance in 2025.

Free Cash Flow is defined as net cash provided by operating activities less cash paid for purchases of equipment and other fixed assets.

The following unaudited table reconciles net cash provided by operating activities to free cash flow for the year ended December 31, 2025 (in thousands):


Net cash provided by operating activities	$	601,771
Purchases of equipment and other fixed assets	(382,388)
Free cash flow	$	219,383

Compensation Policies and Practices

In furtherance of good governance, there are a number of policies and practices applicable to NEOs that we embrace.

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Practices we follow						Practices we avoid
✓Align pay outcomes with individual and company performance ✓Deliver the majority of executive compensation in at-risk pay ✓Reference 50th percentile of an appropriately sized Peer Group when making compensation decisions ✓Double-trigger vesting on a change in control ✓Operate robust share ownership guidelines and share retention requirements ✓Maintain a compensation recoupment policy compliant with Nasdaq exchange requirements ✓Engage an independent compensation consultant						ûNo excise tax gross-ups ûNo discounting or repricing of equity awards ûNo excessive perquisites or benefits ûNo dividends or dividend equivalents are paid on unearned PSUs or RSUs ûNo single-trigger vesting on a change in control

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COMPENSATION GOVERNANCE

Role of the Committee

The Committee, chaired by Brad Coppens, consists of four directors who are independent under Nasdaq listing standards and applicable SEC rules. The Committee is responsible for determining appropriate compensation levels and arrangements for our executive officers and directors, ensuring that our compensation program is consistent with our compensation philosophy and peer company practices. In making these determinations, the Committee considers each executive officer’s individual performance, the recommendations of our Chief Executive Officer (CEO) as applicable, and additional factors, such as the executive officer’s responsibilities, experience level and tenure.

The core duties of the Committee include, but are not limited to:

•Reviewing and approving annually the Company’s compensation philosophy;

•Reviewing and approving annually the compensation of our CEO and other executive officers, in particular the applicable corporate goals and objectives, evaluating performance in light of such goals and objectives, and determining the resulting compensation;

•Reviewing our executive compensation policies and plans;

•Implementing and administering our equity-based compensation plans;

•Assisting management in complying with our SEC filings;

•Approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

•Producing the compensation discussion and analysis on executive compensation to be included in our annual proxy statement;

•Reviewing, evaluating, and recommending changes, if appropriate, to the compensation for our directors;

•Reviewing the Company's compensation policies and practices to determine if they encourage excessive risk taking that is likely to have a material effect on the Company;

•Reviewing and recommending/approving changes, if appropriate, to the Committee charter; and

•Overseeing the Company’s Policy for Recovery of Erroneously Awarded Compensation and determining any actions in accordance with the policy.

Our CEO and other relevant members of the management team were invited to attend meetings, as applicable, although were not present when matters regarding their own compensation were discussed. The Committee considers the CEO's input as it relates to the compensation for other executive officers. The full Committee Charter can be found on the Investor Relations page of our website.

Stockholder Engagement

We are pleased that 94.3% of votes were cast in favor of our say-on-pay resolution at our 2025 Annual Meeting of Stockholders. This annual vote will provide the Committee regular insight into the views of our aggregate stockholder base, complementing feedback received during targeted outreach and informing future discussions on executive compensation program design.

Use of Consultants and Advisors

The Committee has the authority in its charter to retain or obtain the advice of a compensation consultant and other outside advisors. During 2025, the Committee retained ClearBridge as its independent consultant. The Committee assessed ClearBridge’s independence in accordance with SEC requirements and concluded that it continued to meet the criteria for independence.

ClearBridge advised and supported the Committee on various matters including, but not limited to, assistance with compensation packages for our current Chief Commercial Officer and Chief Business Systems Officer, executive and non-employee director compensation (including the adoption of our non-employee director compensation deferral program as described in more detail below), an annual review of the compensation peer group, incentive design, completion of a compensation risk assessment, assistance with CD&A and pay versus performance drafting, and regular updates to the

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Committee on market trends, changing practices, and legislation pertaining to compensation. ClearBridge reports directly to the Committee, attends meetings at the Committee’s direction, and with its permission, works with management to gain input and insight on compensation practices and compensation arrangements for certain individual employees.

Use of Market Data

The Committee conducts an annual review of the compensation peer group with ClearBridge, which is subsequently used to inform various decisions related to executive compensation.


How Peer Group companies were selected						How the Peer Group is used

•US-listed companies in the healthcare services industry, focused on those providing at-home healthcare equipment, services, and medical supplies •Comparable size based on revenue (~1/3x – 3x range relative to the Company) and market capitalization (~1/5x – 5x relative to the Company) •Competitors for talent •Broader factors such as enterprise value, EBITDA, stock price performance, headcount, and peer-of-peer analysis, were also considered in approving the final Peer Group, but were not primary selection criteria						•Inform decisions on base salaries, target incentive opportunities and the total target direct compensation opportunity •Determine the level of payout in respect of the Relative TSR performance condition •Provide perspective on compensation policies and practices observed in relevant companies such as employment agreement terms, equity vehicles, equity mix, incentive metrics and stock ownership guidelines

During 2025, the compensation peer group was reviewed to inform 2026 compensation decisions. ModivCare Inc. was removed from the group as the company was delisted from the Nasdaq, and Patterson Companies, Inc. was removed from the group due to transaction activity. The companies that were added to the group are listed in the table below.

2026 Peer Group(1)

Former Peers (2025 only)

Consistent Peers (2025 and 2026)

New Peers (2026 only)

•ModivCare Inc.

•Patterson Companies, Inc.

•Addus HomeCare Corporation

•Alignment Healthcare, Inc.

•AMN Healthcare Services, Inc.

•Chemed Corporation

•DENTSPLY SIRONA Inc.

•Embecta Corp.

•Encompass Health Corporation

•The Ensign Group, Inc.

•Option Care Health, Inc.

•Accendra Health, Inc.(2)

•Pediatrix Medical Group, Inc.

•RadNet, Inc.

•Select Medical Holdings Corporation

•Ardent Health, Inc.

•Aveanna Healthcare Holdings, Inc.

•BrightSpring Health Services, Inc.

•Brookdale Senior Living Inc.

•Enhabit, Inc.

•Surgery Partners, Inc.

(1)Established in 2025 to inform 2026 compensation decisions and to be used as the peer group for the relative TSR conditions applicable to 2026 PSU awards.

(2)Owens & Minor, Inc. rebranded to Accendra Health, Inc. in December 2025.

When insufficient data is available for the Peer Group, the independent consultant provides the Committee with survey data for relevant companies as an alternative and relevant point of reference.

As noted above, one of the primary uses of market data is to inform decisions that the Committee makes as it relates to executive officer compensation levels. In setting individual target direct compensation opportunities, the Committee references the 50th percentile market data for relevant roles in the Peer Group. However, the positioning of an individual’s target compensation relative to market will vary, taking account of a range of factors including: role scope and responsibilities; criticality; performance and potential; internal equity; and company performance.

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Compensation and Risk

The Committee has determined that the Company’s compensation policies and practices do not encourage excessive risk taking that is reasonably likely to have a material adverse effect on the Company. The Company maintains several policies that mitigate potential risks related to compensation, which are summarized below.

Stock Ownership Guidelines

Our executive officers and non-employee directors are subject to stock ownership guidelines to further align their interests with those of our stockholders. The key features of the guidelines applicable to executive officers and non-employee directors are summarized below.


Required Ownership						•CEO: 6x base salary •Other NEOs: 3x base salary •Non-employee directors: 5x annual cash retainer
Period to Comply						•Five years from becoming a covered person under the policy
Qualifying Equity Interests						•Stock owned by the officer, or in which the officer has an interest (e.g., shares that are jointly held with their spouse, or shares held in a trust in which the officer or a family member has an interest) •Unvested time-based restricted stock or RSUs •Note: Directors appointed by an entity will be considered in compliance with the guideline as long as the entity that appointed them maintains ownership above the required level for that individual
Retention Requirement						•Retention of at least 50% of any after-tax shares acquired upon vesting or settlement of any company-issued equity awards, if the applicable guideline is not met within five years

All of our executive officers and non-employee directors covered by the policy are either currently compliant with the policy or expected to be compliant within the required timeframe.

Compensation Recovery Policy

The Committee adopted the Policy for Recovery of Erroneously Awarded Compensation, effective October 2, 2023, in accordance with federal securities laws, SEC rules, and Nasdaq listing rules. This policy provides that, in the event of an accounting restatement, covered executives must repay or return the amount of compensation that is granted, earned, or vested based wholly or in part on a financial reporting measure that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. No action was required under the policy during 2025.

Insider Trading Policy

Our Insider Trading Policy prohibits those covered by the policy, which includes all of our executive officers and directors, from engaging in short-term trading, short sales, options trading, trading on margin, pledging or hedging transactions. We provide training and distribute periodic reminders to our team members regarding this policy. Any exemption from this requires advance approval from the General Counsel. No exemptions have previously been granted to any executive officer.

2025 COMPENSATION DECISIONS AND OUTCOMES

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Base Salary

Base salary is fixed cash compensation provided to our NEOs to reflect their day-to-day responsibilities taking into account, among other things, role scope and performance. As part of the Committee’s annual review process and to recognize certain of our NEOs' performance and better support long-term retention, the Committee approved increases to base salary for certain of our NEOs, including for Ms. Foster (from the rate of $900,000 to $1,000,000, effective January 1, 2025) and for Mr. Clemens (from the rate of $650,000 to $670,000, effective January 1, 2025). Provided below are the 2025 annual base salaries for our NEOs.


Executive						2025 Base Salary
Suzanne Foster						$1,000,000
Jason Clemens						$670,000
Toby Scott Barnhart						$600,000
Russell Schuster						$450,000
Albert Prast						$450,000

Annual Incentives

The annual incentive plan enables the Committee to incentivize and reward NEOs for the achievement of performance outcomes that drive the Company’s overall results. For 2025, in connection with the evolution of the Company's leadership team and strategic priorities, the Committee amended the annual incentive plan to be 100% based on financial performance metrics (vs. use of a combination of financial, individual, and non-financial metrics as used in prior years). This change reflects the Company's focus on fostering a "OneAdapt" culture and further aligning executive compensation with key financial objectives and drivers of long-term shareholder value creation.

In the first quarter of 2025, the Committee approved the structure of the 2025 annual incentive program for our NEOs. The selected annual incentive metrics of Net Revenue, Adjusted EBITDA, and Free Cash Flow align management with the Company's core priorities of driving sustainable top line growth, improving profitability, and generating cash flow to support balance sheet strength and debt reduction. Given the importance of profitability and cash flow generation, the Company continued to base the annual incentive plan on Adjusted EBITDA and Free Cash Flow and, to further align incentives with top line growth, added Net Revenue as a performance metric for 2025. By weighting the program entirely on financial performance, the Committee reinforces a unified and results oriented approach to executing the Company's strategy.

This design included the following metrics:


Metric and Associated Weighting						All NEOs
FY2025 Net Revenue						40%
FY2025 Adjusted EBITDA						30%
FY2025 Free Cash Flow						30%

Original performance goals were established with target levels aligned with the Board-approved 2025 budget for Adjusted EBITDA and Free Cash Flow. For Net Revenue, the target was based on an implied year-over-year growth of 2%. Performance ranges around target were defined as follows: for Adjusted EBITDA, threshold and maximum performance levels were set at 90% and 110% of target, respectively; for Free Cash Flow, threshold and maximum were set at 87.5% and 112.5% of target, respectively; and for Net Revenue, threshold performance was set to approximate prior year actual while maximum performance was set at an implied 4% year-over-year growth. Payout opportunities for the financial metrics ranged from 50% of target for threshold performance to 200% of target for maximum performance (with no payout for performance below threshold).

In the first quarter of 2026, the Committee completed its assessment of company performance with reference to goals established in the first quarter of 2025, which were adjusted as a result of disposition activity during 2025 as approved by the Committee. In applying these adjustments, the full impact was reflected in each metric’s target, with threshold and maximum levels adjusted proportionately to maintain their positioning relative to the target goal (e.g., for Net Revenue, the adjusted threshold remained at 98% of target and the adjusted maximum at 102% of target). Provided below is a reconciliation of the original goals to the final approved Net Revenue, Adjusted EBITDA and Free Cash Flow goals for 2025.

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Below Threshold

Threshold

Target

Maximum

Actual

Payout

Net Revenue - Original

< $3,261.0M

$3,261.0M

$3,326.2M

$3,391.4M

Adjustments for Dispositions

(77.2)M

(77.4)M

(77.6)M

Net Revenue - Approved

< $3,183.8M

$3,183.8M

$3,248.8M

$3,313.8M

$3,244.9M

96.98%

Adjusted EBITDA - Original

< $632.2M

$632.2M

$702.4M

$772.7M

Adjustments for Dispositions

(12.2)M

(13.5)M

(14.9)M

Adjusted EBITDA - Approved

< $620.0M

$620.0M

$688.9M

$757.8M

$631.2M

58.11%

Free Cash Flow - Original

< $183.8M

$183.8M

$210.0M

$236.3M

Adjustments for Dispositions

(20.9)M

(23.9)M

(26.9)M

Free Cash Flow - Approved

< $162.9M

$162.9M

$186.1M

$209.4M

$219.4M

200.00%

Payout (% of target)(1)

50%

100%

200%

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(1)For performance between goals, straight-line interpolation was applied.

Based on 2025 actual results and the corresponding weighting for each metric, the payout percentage was approximately 116.22% of target for all NEOs.


Executive(1)	Target Bonus (% of salary)	Target Bonus	Company Performance Achievement	2025 Actual Bonus
Suzanne Foster	120%	$1,200,000	116.22%	$1,394,694
Jason Clemens	100%	$670,000	116.22%	$778,704
Toby Scott Barnhart	100%	$600,000	116.22%	$697,347
Russell Schuster	100%	$450,000	116.22%	$523,010
Albert Prast	100%	$450,000	116.22%	$523,010

Long-Term Incentives

During 2025, annual equity awards to our NEOs were made in an equal combination of PSUs and RSUs, consistent with our historical approach. The number of shares is determined by dividing the target grant value by a 20-trading day volume weighted average price of the Company’s common stock as of the date immediately prior to the share determination date. In 2025, consistent with prior-year practice of making grants on or around February 1, the number of shares were determined as of January 31, 2025, with the grant formally being approved on February 1, 2025 by the Committee.

As described in the “Grant of Plan-Based Awards” table below, the annual grant of PSUs granted in 2025 will generally cliff vest on February 1, 2028, subject to certification of Relative TSR performance versus the 2025 peer group over the three-year performance period, and the annual grant of RSUs vest ratably in equal installments on the first, second and third anniversary of February 1, 2025. Except as otherwise noted in the “Potential Payments Upon Termination or Change in Control,” awards of PSUs and RSUs are generally subject to the recipient’s continued employment through each vesting date. Our Relative TSR goals for PSUs are shown below.

Below Threshold

Threshold

Target

Maximum

Relative TSR rank

<25th Percentile

25th Percentile

50th Percentile

≥75th Percentile

Payout (% target)(1)

50%

100%

200%

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(1)For performance between goals straight-line interpolation will be applied. For performance below threshold (i.e., ranking below the 25th percentile relative to peers), no vesting will occur.

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The Compensation Committee, after considering individual performance and potential, market positioning, and input from ClearBridge, elected to increase the target annual equity award opportunities for certain executives to enhance the market competitiveness and support retention and alignment with long-term shareholder value creation. Half of the increases are delivered in at-risk compensation through PSUs tied to relative TSR performance vs. the compensation peer group. The following executives received increases: Ms. Foster (from $4,900,000 to $5,600,000), Mr. Clemens (from $1,950,000 to $2,600,000), and Mr. Prast (from $1,000,000 to $1,300,000).


		Equity Mix
Executive	Target Equity Value	PSUs	RSUs
Suzanne Foster	$5,600,000	50%	50%
Jason Clemens	$2,600,000	50%	50%
Toby Scott Barnhart	$1,300,000	50%	50%
Russell Schuster(1)	$1,000,000	50%	50%
Albert Prast	$1,300,000	50%	50%

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(1)The table does not include Mr. Schuster’s CCO Inducement RSUs, which vest ratably in three equal installments on each anniversary of the grant date, subject to continued employment.

In addition to his annual equity award, on February 1, 2025, per the terms of Mr. Schuster's employment agreement dated November 5, 2024, the Company granted Mr. Schuster an RSU award with an aggregate grant date value of $500,000, with such shares determined based on the 20-trading day volume weighted average price of the Company’s common stock as of the day immediately prior to the grant date, in accordance with the Company’s historical grant practices (the “CCO Inducement RSUs”). The CCO Inducement RSUs vest ratably in three equal installments on each anniversary of the grant date, subject to Mr. Schuster’s continued employment through the applicable vesting date.

Status of Previously Granted PSUs

No prior awards of PSUs were earned or vested during the year ended December 31, 2025.

•2022 PSUs (Unearned): Our first award of PSUs ba

SEC Form DEF 14A filed by AdaptHealth Corp.