infu-20260410

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


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InfuSystem Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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April 10, 2026

Dear Fellow Shareholders:

I am honored to write to you for the first time as Chief Executive Officer of InfuSystem. Having served this company for over fifteen years, I have a deep appreciation for what our team has built and tremendous excitement for what lies ahead. I want to thank Rich DiIorio for his leadership in growing InfuSystem into the company it is today, and I want to assure you that the strategic priorities we have established, to execute with discipline, deliver profitable growth, and drive long-term value creation for our shareholders, are firmly embedded in everything we do.

InfuSystem today is a scaled, cash-generative healthcare services platform with a growing presence beyond oncology, a diversified and recurring revenue base, and a clear path to sustained margin performance. At its core, we operate at the intersection of healthcare providers, patients, and payors, delivering and managing complex medical devices and therapies outside the hospital, supporting patients clinically, and handling reimbursement and billing. This model enables providers to extend care into the home, improves patient experience, and lowers total cost for payors. As we enter our next phase of growth, we believe our business is increasingly differentiated, more profitable, and well positioned to deliver long-term shareholder value.

Fiscal 2025 was a milestone year for InfuSystem. We delivered our seventh consecutive year of record revenue at $143.4 million, an increase of 6% over the prior year. The quality and profitability of our revenue improved substantially as net income increased 183% to $6.6 million, Adjusted EBITDA¹ grew 24% to a record $31.5 million, and our Adjusted EBITDA margin expanded by more than 300 basis points to 21.9%. Importantly, 2025 reflects a clear inflection point in our margin profile. Over the past several years, we made targeted investments in infrastructure, technology, and new therapy expansion. As these investments mature, we are now seeing the benefits in the form of operating leverage, additional revenue growth pathways and higher return on invested capital.

Our capital efficiency improved dramatically. Record operating cash flow of $24.4 million represented a 19% increase over the prior year, while capital expenditures declined by more than 50%, reflecting a shift toward less capital-intensive revenue sources such as wound care. We reduced net debt by 30% year-over-year to $16.4 million, bringing our leverage ratio to a modest 0.52 times Adjusted EBITDA1. At the same time, we returned $9.9 million to shareholders through our share repurchase program, retiring 1.3 million shares during the year, and our available liquidity grew to $58.2 million. This balance sheet strength provides significant strategic flexibility as we pursue our growth objectives while maintaining a disciplined capital allocation strategy that balances reinvestment in the business with returning capital to shareholders.

Throughout 2025, we made significant advances executing against our strategy to expand beyond our oncology foundation and drive growth across multiple therapy areas. Our Wound Care business delivered exceptional growth, increasing over 160% in the fourth quarter, driven by our negative pressure wound therapy partnership with Smith+Nephew, as well as the successful launch of Pneumatic Compression Devices in the third quarter. We completed the acquisition of Apollo Medical Supply during the second quarter, gaining an advanced revenue cycle management platform that has

1 Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix B.

3851 West Hamlin Road, Rochester Hills, MI 48309

TOLL FREE 800.962‐9656 FAX 913.455.4338 www.infusystem.com

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already been deployed across our wound care business and is reducing claims processing costs while expanding our volume capacity. Our Oncology business, which remains the largest service within Patient Services, also delivered record revenue for the year. These initiatives reflect our broader strategy of leveraging our existing infrastructure and payor network to scale new therapies with minimal incremental capital.

We made important investments in our operational infrastructure during 2025. Our enterprise technology upgrade project, representing an investment of approximately $3.3 million over the project period to date, is expected to be completed during the first quarter of 2026. Upon completion, implementation costs will ramp down, and we will begin capturing the productivity improvements the new system enables across multiple departments. We also obtained new accreditations for additional home healthcare durable medical equipment products that we plan to add to our Patient Services portfolio, and we are actively working with manufacturers on these new product categories with the goal of replicating the speed and success of our recent PCD launch.

As we enter 2026, we made the necessary and disciplined decision to restructure our largest biomedical services contract, reducing our annual revenue for the coming year by $7.1 million. This decision reflects our commitment to prioritizing profitable growth and revenue quality over absolute revenue levels. We expect this restructuring to have an immediate favorable impact on our earnings and cash flows, as the associated cost reductions will more than offset the revenue decrease. After adjusting for this change, we are forecasting pro-forma revenue growth of 6% to 8% for 2026, with Adjusted EBITDA1 margins continuing in the mid to low 20% range.

InfuSystem’s competitive position has never been stronger. With nearly 840 health insurance networks under contract covering over 96% of the U.S. population, a fleet of over 100,000 devices, and relationships with 18 of U.S. News and World Report's top 20 U.S. hospital systems, we have built a scaled platform that is extremely difficult to replicate. Supported by nearly four decades of experience managing complex therapies outside the hospital, this infrastructure provides a strong foundation to expand into new therapy areas and care settings with minimal incremental capital.

I am immensely proud of what our team accomplished in 2025 and deeply grateful to our employees whose dedication and expertise are the foundation of everything we do. I also want to thank our patients, healthcare provider partners, and shareholders for the trust they place in InfuSystem. We are committed to building on this momentum and delivering sustained long-term value for our shareholders as we continue to scale our platform, expand margins, and grow across new therapy areas.


			On Behalf of the Board of Directors and Management,

			Carrie A. Lachance
			Chief Executive Officer

3851 West Hamlin Road, Rochester Hills, MI 48309

TOLL FREE 800.962‐9656 FAX 913.455.4338 www.infusystem.com

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InfuSystem Holdings, Inc.

3851 W. Hamlin Road

Rochester Hills, MI 48309

Notice of Annual Meeting of

Stockholders To Be Held on May 11,
2026

Virtual Annual Meeting of Stockholders - Online Meeting Only - No Physical Meeting Location

April 10, 2026

To the Stockholders of InfuSystem Holdings, Inc.:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), will be held virtually at 1:00 pm, Eastern Time, May 11, 2026. You can attend the Annual Meeting online, vote your shares, and submit questions during the meeting by visiting meetnow.global/MCC9PVY.

At the Annual Meeting, stockholders will be asked to vote on the following:

1)to elect seven individuals to the Company’s Board of Directors to serve until the Company’s 2027 Annual Meeting of Stockholders (and until their successors are duly elected and qualified);

2)to approve, by advisory vote, the compensation of our named executive officers;

3)to approve an amendment increasing the number of shares reserved under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan;

4)to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

5)to consider and act on such matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

This Notice of Annual Meeting, the proxy statement for the Annual Meeting, and our 2025 Annual Report are first being mailed to our stockholders on or about April 10, 2026.

Your vote is extremely important. Even if you plan to attend the Annual Meeting online, we request that you vote your shares by completing, signing and dating the enclosed proxy card, and returning it in the enclosed postage-paid envelope or by voting via the Internet or by telephone following the instructions provided on the enclosed proxy card. Only the latest validly executed proxy that you submit will be counted and any proxy may be revoked at any time prior to the applicable deadline as described in the accompanying proxy statement.

Only stockholders of record at the close of business on March 20, 2026 will be entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof. If you are the beneficial owner of shares of our common stock held in "street name," you will receive voting instructions from your broker, bank or other nominee (the stockholder of record), which will provide you with details as to how to vote those shares if you wish to do so. You must follow the instructions provided by your broker, bank or other nominee in order for your shares to be voted, and your broker is required to vote your shares in accordance with your instructions. A list of our stockholders of record will be made available electronically during the meeting at meetnow.global/MCC9PVY.

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			BY ORDER OF THE BOARD OF DIRECTORS:

			Barry Steele
			Corporate Secretary
			InfuSystem Holdings, Inc.

You may vote your shares in advance via the Internet or by telephone or by completing, signing, dating and mailing your proxy card. The proxy may be revoked at any time before your shares are voted at the meeting by submitting written notice of revocation to the Secretary of the Company or by submitting another timely proxy before the applicable deadlines. If you attend the meeting online, you may choose to vote your shares at meetnow.global/MCC9PVY and any previously submitted proxy will not be used. If you hold shares through a broker, bank or other nominee, please check the voting instructions used by that broker, bank or nominee.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2026: THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND 2025 ANNUAL REPORT ARE AVAILABLE AT https://www.edocumentview.com/INFU.

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TABLE OF CONTENTS


PROXY STATEMENT			2
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES			2
PROPOSAL 1 - ELECTION OF DIRECTORS			6
PROPOSAL 2 - ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION			14


PROPOSAL 3 - APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN			15
PROPOSAL 4 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18
EXECUTIVE OFFICERS			19
EXECUTIVE COMPENSATION			20
EQUITY COMPENSATION PLAN INFORMATION			37
PAY VERSUS PERFORMANCE			38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			42
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			44
AUDIT COMMITTEE REPORT			45
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES			46
PRE-APPROVAL POLICIES AND PROCEDURES			46
STOCKHOLDER PROPOSALS FOR THE 202 7 ANNUAL STOCKHOLDERS MEETING			47
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS			48
GENERAL			49
OTHER INFORMATION			49
APPENDIX A-1 - THIRD AMENDMENT TO THE INFUSYSTEM HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN			50
APPENDIX A-2 - SECOND AMENDMENT TO THE INFUSYSTEM HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN			51
APPENDIX A-3 - FIRST AMENDMENT TO THE INFUSYSTEM HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN			52
APPENDIX A-4 - INFUSYSTEM HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN			53



APPENDIX B - GAAP TO NON-GAAP RECONCILIATION			68

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InfuSystem Holdings, Inc.

3851 W. Hamlin Road

Rochester Hills, MI 48309

PROXY STATEMENT

This proxy statement is being furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board” or “Board of Directors”) of InfuSystem Holdings, Inc. (the “Company”) to be used at the 2026 Annual Meeting of Stockholders to be held on Monday, May 11, 2026, commencing at 1:00 pm, Eastern Time, and at any postponement or adjournment thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Meeting. We are holding our annual meeting solely by means of remote communication. You can attend the Annual Meeting online, vote your shares, and submit questions during the meeting by visiting meetnow.global/MCC9PVY. This proxy statement and the accompanying materials are being first sent or given to stockholders of the Company on or about April 10, 2026.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES

Who Can Vote?

The close of business on March 20, 2026 has been fixed as the record date (the “Record Date”) for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting. Only holders of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), as of the Record Date are entitled to the notice and to vote at the Annual Meeting. Each share of Common Stock entitles the holder thereof to one vote per share on each matter presented to the stockholders for approval at the Annual Meeting. On the Record Date, there were 20,193,998 shares of Common Stock outstanding and entitled to vote.

Shareholders at the close of business on the Record Date may examine a list of all shareholders as of the Record Date for any purpose germane to the Annual Meeting for 10 days preceding the meeting, at our offices at 3851 W. Hamlin Road, Rochester Hills, Michigan 48309 and electronically during the meeting at meetnow.global/MCC9PVY when you enter the control number included on your proxy card or voting instruction form.

How Do I Vote My Shares Prior to the Meeting?

If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “stockholder of record” or “registered stockholder” of those shares and this proxy statement and the accompanying materials are being sent directly to you by the Company.

If you are a stockholder of record, you can vote your shares in advance of the Annual Meeting by using the Internet at https://www.envisionreports.com/INFU or by telephone at +1 (800) 652-VOTE (8683) or by completing and returning the enclosed proxy card by mail.

Whichever method you use, each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions. If you submit a proxy without giving instructions, your shares will be voted as recommended by the Board of Directors.

Even if you plan to attend the Annual Meeting online, we strongly urge you to vote in advance by proxy by completing, signing, dating and returning the enclosed proxy card in the postage paid self-addressed envelope or by voting via the Internet or by telephone following the instructions provided on the enclosed proxy card.

If your shares are held in a stock brokerage account or by a broker, bank or other nominee, you are considered the “beneficial owner” of shares held in street name (also called a “street name” holder), and this proxy statement and the accompanying materials are being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record of those shares. As a beneficial owner, you should have received different voting instructions from your broker, bank or other nominee as to how to vote such shares if you wish to do so. These instructions should indicate if Internet or telephone voting is available and, if so, provide details regarding how to use those systems to vote your shares.

In order to vote, you will need the control number included on your proxy card or voting instruction form. Each shareholder has a unique control number so we can ensure all voting instructions are genuine and prevent duplicate voting. Depending on the number of accounts in which you hold Common Stock, you may receive and need to vote more than one

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control number. If you submit your proxy by Internet or telephone, you do not need to return a proxy card. You can vote by any of the methods above prior to the meeting and still attend the virtual Annual Meeting.

How Do I Vote During the Meeting?

You may also vote during the virtual Annual Meeting by visiting meetnow.global/MCC9PVY and following the instructions. You will need the control number included on your proxy card or voting instruction form. In all cases, a vote at the Annual Meeting will revoke any prior votes.

What Is the Recommendation of the Board of Directors?

The Board of Directors recommends that you vote as follows: (i) "FOR" each of the seven director nominees of the Board of Directors; (ii) "FOR" the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in these materials; (iii) “FOR” the approval of an amendment to the 2021 Equity Incentive Plan; and (iv) "FOR" ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

How May I Change My Vote or Revoke My Proxy?

If you hold shares of the Company’s Common Stock in your name, you may revoke a properly executed or authorized proxy by: (i) an Internet or telephone vote subsequent to the date shown on the previously executed and delivered proxy or the date of a prior Internet or telephonic vote (and prior to 11:59 p.m. Eastern Time on the day prior to the Annual Meeting); (ii) mailing a later-dated, properly executed and delivered proxy in accordance with the instructions thereon which is received prior to the applicable deadline; or (iii) delivering a written revocation to the Corporate Secretary no later than the day prior to the date of the Annual Meeting. Stockholders of record may also revoke their proxies by attending the virtual Annual Meeting and voting your shares by visiting meetnow.global/MCC9PVY and following the instructions. If stockholders of record only attend the virtual Annual Meeting but do not vote, their proxies will not be revoked.

If you hold shares of the Company’s Common Stock in a stock brokerage account or by a broker, bank or other nominee, you must contact the broker, bank or other nominee and comply with the broker’s procedures if you want to revoke or change the instructions previously given.

How Do I Vote My Shares Held in Street Name?

If your shares are held in a stock brokerage account or by a broker, bank or other nominee (also called a “street name” holder), you are considered the “beneficial owner” of shares held in street name, and this proxy statement and the accompanying materials are being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record of those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares held in your account by returning the voting instruction form to your broker, bank, or other nominee or as otherwise provided on the voting instruction form.

If you do not provide instructions to the broker, that firm will generally only be able to vote your shares with respect to “routine” matters. Please note that pursuant to applicable broker voting regulations, the only routine matter for the Annual Meeting and the only matter for which brokers will have the discretion to vote, is Proposal 4 (Ratification of Independent Registered Public Accounting Firm). Your broker must have proper instructions from you in order to vote with respect to Proposal 1 (Election of Directors), Proposal 2 (Advisory Vote on Executive Compensation); Proposal 3 (Approval of Amendment to the 2021 Equity Incentive Plan.

What Constitutes a Quorum?

The presence, in person or by proxy, of the holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting will constitute a quorum. Your shares will be counted towards the quorum if you vote by mail, by telephone, or through the Internet by the deadlines described above or vote at the virtual Annual Meeting, even if you wish to abstain from voting on some or all matters introduced at the meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

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How Many Votes Must Each Proposal Receive to be Adopted?

The vote required, and the effect of abstentions and broker non-votes with respect to each proposal, is as follows:

Proposal 1

The Company’s Amended and Restated Bylaws provide for majority voting in uncontested director elections. In order to be elected in an uncontested election, each of the Company’s seven nominees for election to the Board of Directors (Proposal 1) must receive the affirmative vote of a majority of the votes cast for that director nominee. This means that, so long as a lawful quorum of stockholders is represented in person or by proxy, the number of shares voted "for" each director nominee must exceed the number of shares voted "against" such director nominee in order for that nominee to be elected. “Votes cast” includes votes “for” and "against" that director nominee’s election, and excludes abstentions and broker non-votes with respect to that director nominee’s election. As a result, abstentions, broker non-votes and failures to vote will have no effect on the outcome of the vote. If an incumbent director is not elected in an uncontested election due to a failure to receive a majority of the votes cast by the shares of the Company’s Common Stock present, in person or by proxy, and entitled to vote at the Annual Meeting, and his or her successor is not otherwise elected and qualified, the director must promptly offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation. The Board of Directors will then either accept or reject such resignation.

Proposal 2

The proposal to approve, by advisory vote, the compensation paid to our named executive officers (Proposal 2) will require the affirmative vote of a majority of the shares of the Company’s Common Stock present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes and failures to vote will have no effect on the outcome of the vote.

Proposal 3

The proposal to approve an amendment increasing the number of shares reserved for issuance under the Company's 2021 Equity Incentive Plan (Proposal 3) will require an affirmative vote of the majority of the votes cast at the Annual Meeting with respect to the proposal. Under the applicable listing rules of NYSE American LLC, abstentions will be treated as votes cast. As a result, abstentions will have the same effect as votes "against" the proposal. Broker non-votes and failures to vote will have no effect on the outcome of the vote.

Proposal 4

The proposal to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 4) will require the affirmative vote of a majority of the shares of the Company’s Common Stock present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon. Abstentions will have the same effect as votes “against” the proposal. As discussed above, this proposal is a routine matter; therefore, broker non-votes are not expected to occur with respect to this proposal. Failures to vote will have no effect on the outcome of the vote.

How Will the Proxies Be Voted?

UNLESS OTHERWISE SPECIFIED, AS PERMITTED BY APPLICABLE LAW AND STOCK EXCHANGE RULES, THE PROXIES WILL BE VOTED AT THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF:

I.FOR THE ELECTION OF THE SEVEN INDIVIDUALS NAMED IN THIS PROXY STATEMENT TO THE BOARD OF DIRECTORS TO SERVE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS (AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED);

II.FOR THE APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS;

III.FOR THE APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN;

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IV.FOR THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

IN THE DISCRETION OF THE PROXY HOLDERS, THE PROXIES WILL ALSO BE VOTED FOR OR AGAINST SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE PRESENTED FOR ACTION AT THE ANNUAL MEETING.

How May I Attend the Annual Meeting?

The Company will be hosting the Annual Meeting virtually online. This format empowers stockholders to participate from any location at no cost to the stockholders. The Company has designed the virtual format to enhance stockholder access and participation and protect stockholder rights. A summary of the information you need to attend online is provided below.

•Any holder of record as of the close of business on the Record Date, may attend and vote at the Annual Meeting by visiting meetnow.global/MCC9PVY. If you want to vote during the Annual Meeting any shares you hold in street name, you must obtain instructions from your broker, bank or other nominee.

•We encourage you to access the Annual Meeting online prior to its start time.

•Shareholders may vote electronically and submit questions online while attending the Annual Meeting.

•Please have the control number we have provided to you to join the Annual Meeting.

When Will the Voting Results Be Announced?

The preliminary voting results are expected to be announced at or shortly following the Annual Meeting. We will report the final voting results, or the preliminary voting results if the final voting results are unavailable, in a Current Report on Form 8-K to be filed with the United States ("U.S.") Securities and Exchange Commission ("SEC") within four business days after the Annual Meeting. You may obtain a copy of this Form 8-K by visiting the SEC's website at www.sec.gov or our website at www.infusystem.com under the section titled "Investor Relations” and subsection “SEC Filings."

Who Do I Contact if I Have any Questions or Require Assistance?

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy materials, please contact:


(Regular Mail)			(Overnight Mail)
Proxy Services			Computershare Investor Services
C/O Computershare Investor Services			150 Royall Street, Suite 101
PO Box 43006			Canton, MA 02021
Providence, RI 02940-3006
Call Toll-Free at: +1 (800) 522-6645

For stockholders holding shares through brokers, banks or other nominees, please contact your broker, bank or other nominee for assistance.

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PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will consider and vote upon the election of seven directors. The Board has nominated Kenneth Eichenbaum, Paul Gendron, Ronald Hundzinski, Beverly Huss, Carrie Lachance, Scott Shuda and John Sviokla for election as directors of the Company. Each of these nominees for director is a current director of the Company. The seven nominees for election to the Board, if elected, will serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.

We urge you to vote "FOR" each of Kenneth Eichenbaum, Paul Gendron, Ronald Hundzinski, Beverly Huss, Carrie Lachance, Scott Shuda and John J. Sviokla.

The table set forth below lists the names and ages of each of our seven nominees to the Board of Directors. Each director elected will serve a one-year term and hold office until the next annual meeting of stockholders and until such director’s successor has been elected and qualified or until such director’s earlier death, resignation or removal.

Each nominee has consented to being named in this proxy statement and to serve on the Board of Directors if elected. If any nominee becomes unavailable to serve for any reason as a director at the time of the Annual Meeting, which is not expected, the Board of Directors will eliminate the Board position effective at the Annual Meeting or the proxy holders will vote the proxies in their discretion for the nominee designated by the Board of Directors to fill the vacancy unless otherwise instructed by a stockholder.


Name	Age	Position


Kenneth D. Eichenbaum, MD, MSE	49	Director
Paul A. Gendron	64	Director
Ronald Hundzinski	67	Director, Chairman
Beverly A. Huss	66	Director
Carrie Lachance	49	Director, Chief Executive Officer
Scott Shuda	60	Director
Dr. John J. Sviokla	68	Director

Kenneth D. Eichenbaum, MD, MSE (Director). Kenneth D. Eichenbaum, MD, MSE has been a member of the Company's Board of Directors since May 16, 2024. Dr. Eichenbaum is a board-certified anesthesiologist with extensive clinical and healthcare technology experience. He specializes in the intersection of clinical care, systems engineering and healthcare investment. Dr. Eichenbaum has maintained clinical practice affiliations with Corewell Health William Beaumont University Hospital and Trinity Health Oakland Hospital since 2017 and 2021, respectively. He is a Clinical Associate Professor at Wayne State School of Medicine and a Clinical Assistant Professor at Oakland University William Beaumont School of Medicine. Dr. Eichenbaum completed a fellowship in Cardiothoracic Anesthesia at Stanford University Medical Center and holds a medical degree from the Icahn School of Medicine at Mount Sinai in New York. He also holds a Master of Science in Data Network Engineering, a Bachelor of Science in Materials Science Engineering from the University of Pennsylvania and a Bachelor's degree from The Wharton School with a concentration in Finance. Dr. Eichenbaum currently serves on the Board of Directors of Femasys Inc. (Nasdaq: FEMY), a leading biomedical innovator with a portfolio of therapeutic and diagnostic products designed to improve patient care, accessibility and health economics for women's health needs worldwide. He also serves on the Finance and Contracting Committee of Arvon CIN, an accountable care organization that partners more than 4,500 Physicians with Corwell Health, Michigan's largest healthcare System.

Dr. Eichenbaum brings to the board a blend of clinical expertise, investment experience and healthcare technology insight cultivated over more than two decades, including advising and evaluating medical device, healthcare services and biotech companies.

Paul A. Gendron (Director). Paul A. Gendron has been a member of the Company's Board of Directors since May 15, 2019. Mr. Gendron also served as a financial consultant to the Company from January 2019 until his election to the Board. Previously, he was a client service partner with PriceWaterhouseCoopers LLP where he held various leadership roles, including North Texas Market Assurance Leader, U.S. Assurance Talent Transformation Leader, and Southwest Region Technology Practice Risk Management Leader. In his Market Assurance Leader role, Mr. Gendron lead the Assurance practice in the Dallas, Fort Worth, Austin and Little Rock offices, providing services in internal and external audit, risk and information technology assurance, and accounting and capital markets advisory. Mr. Gendron is a CPA and

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holds a Bachelor of Business Administration degree in accounting from the University of Texas at Austin. He has served on non-profit boards during his career as well as the Accounting Advisory Council at the University of Texas at Austin.

Mr. Gendron brings over 30 years of public accounting experience at PriceWaterhouseCoopers LLP, including 22 years as audit partner, where he served global public and private multibillion-dollar corporations. His areas of strength include board governance, audit project management, risk management, executive management, public offerings, and mergers and acquisitions.

Ronald Hundzinski (Director, Chairman). Ronald Hundzinski has been a member of the Company's Board of Directors since November 12, 2024 and was elected as Chairman of the Board of Directors on May 16, 2025. Mr. Hundzinski retired in 2023 after a distinguished career serving as CFO and other key leadership roles with several public companies. He has been a director at Gentherm, Inc., a thermal management and pneumatic comfort technologies company for the automotive and medical industries, since 2016 and is currently Chairman of the Board at Gentherm. Mr. Hundzinski served as the Chief Financial Officer and an Executive Director of TI Fluid Systems from January 2020 until his retirement in April 2023. Previously, he served as the Executive Vice President of Finance for Tenneco Inc. from January 2018 to December 2019. From 2012 to 2018, Mr. Hundzinski served as the Executive Vice President and Chief Financial Officer of BorgWarner, Inc. During his career with BorgWarner, he held a range of finance leadership positions including Treasurer, Principal Accounting Officer, and Vice President of Finance for the BorgWarner Turbo Systems business. Mr. Hundzinski holds a Bachelor of Business Administration in Finance from Western Michigan University and a Master of Business Administration from the University of Colorado.

Mr. Hundzinski's more than 40 years of experience in corporate finance, accounting and internal controls expertise adds both accounting and finance depth to the Board of Directors' oversight and committee responsibilities and brings significant operating experience and acumen that will be valuable as the Company increasingly diversifies its business.

Beverly A. Huss (Director). Beverly A. Huss has been a member of the Company's Board of Directors since May 16, 2024. Ms. Huss served as the Chief Executive Officer of Pagonia Medical, Inc. (“Pagonia”), a private medical device company focused on the preservation of tissue following a heart attack, stroke, traumatic brain injury and other medical conditions from January 2021 until June 2022. From September 2013 until January 2021, she served as President and Chief Executive Officer of Qool Therapeutics, Inc. (“Qool”), formerly Thermocure, Inc., a company focused on temperature management therapies that underwent an assignment for the benefit of creditors under California law in November 2020 as a result of the COVID-19 pandemic. Prior to joining Qool, Ms. Huss was President and Chief Executive Officer at a start-up medical device company, Vibrynt, Inc., and held multiple senior level leadership positions at Guidant Corporation, including, President, Endovascular Solutions, and Vice President, Global Marketing, Vascular Intervention, and Vice President of the Stent Business Unit. Ms. Huss currently serves on the boards of directors of publicly-traded Accuray Incorporated, an oncology company (chair of the Accuray compensation committee) and Iridex Inc., an ophthalmology laser company (chair of the Iridex compensation committee). Her prior public company board experience includes Artes Medical, Inc., Coala-Life Group AB, Wright Medical Group N.V., Dade Behring Holdings, Inc and Vicarious Surgical Inc.. Ms. Huss holds a B.S. in metallurgical engineering from the University of Illinois and a M.S. in technology management from Pepperdine University and received a national Association of Corporate Directors (NACD) certification in 2024.

As a former chief executive officer with more than 25 years of management experience in the medical device industry, and a current and former member of several public and private company boards for over two decades, Ms. Huss brings to the Board extensive experience in medical devices and medical services, including experience in the areas of business operations, management and corporate governance. Her education and experience make her qualified to serve on our Board.

Carrie A. Lachance (Director). Carrie A. Lachance who joined the Company in September 2010 was elected to the Board on May 18, 2021. Ms. Lachance has held multiple positions with the Company and was promoted to Chief Executive Officer in May 2025. Before that she served as President and Chief Operating Officer of the Company since March 2021. She previously served as Executive Vice President and Chief Operating Officer from October 2019 to March 2021; Senior Vice President of Clinical and Customer Services from October 2018 to October 2019; Vice President of Clinical and Customer Services from December 2017 to October 2018 and Director of Clinical Resources until December 2017. Ms. Lachance began her career as a registered nurse and is also a certified infusion nurse. She has been a member of the CRNI® Exam Council nursing board for the Infusion Nurses Certification Corporation (INCC). She holds a Bachelor of Science degree in nursing and a Master of Business Administration-Management degree from Rivier University.

With over 25 years in the health care industry, Ms. Lachance brings extensive experience in healthcare operations and expertise in clinical and customer service.

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Scott A. Shuda (Director). Scott A. Shuda has been a member of the Company’s Board of Directors since September 7, 2016 and served as Chairman of the Board from December 19, 2018 to May 16, 2025. Mr. Shuda is a Managing Director and Co-founder of Meridian OHC Partners, LP (“Meridian”) and BlueLine Partners, LLC, investment firms that focus on publicly listed technology and healthcare companies. Mr. Shuda has served as a director of Iridex Corporation ("Iridex") (NASDAQ: IRIX), a global leader in ophthalmic laser systems since 2019 and was elected chairman of the board effective June 24, 2020. He also serves as a member of the compensation committee and the nominating & governance committees. He previously served on the Iridex Board from 2012 to 2017. Mr. Shuda holds both a Juris Doctor degree and a Master of Business Administration degree from Georgetown University.

Mr. Shuda has extensive experience with small public companies particularly those within the medical devices industry. He brings more than 25 years of professional experience in law, technology and entrepreneurial endeavors, including transactions that range from initial public offerings and venture financings to mergers and acquisitions. Mr. Shuda also serves as the Managing Director of TSV Investment Partners, LLC, which is the sole general partner of Meridian and a Company stockholder.

Dr. John J. Sviokla (Director). Dr. John J. Sviokla has been a member of the Company’s Board of Directors since May 16, 2025 and is a co-founder of GAI Insights, an agentic-first research firm whose purpose since May 2023 has been to help business executives, communities and individuals understand the power of AI and ethically create value with this powerful new technology. He has extensive experience as a senior line executive, board member, consultant, academic and entrepreneur. He started his professional career at Harvard Business School (HBS) where he did his doctoral thesis on the economic impact of AI. Dr. Sviokla was an Associate Professor at HBS from 1986 to 1998, and taught the first AI course at HBS as well as creating the first ecommerce curriculum. He took his expertise and work to Diamond Technology Partners, a leading digital consultancy, where he served clients from 1998 to 2010, and led The Exchange, a world class think tank aimed at understanding the digital and AI revolutions. He continued that work at PricewaterhouseCoopers, LLP from 2010 to 2018 as a senior partner involved in partner and client development, Chief Marketing Officer, and Global Head of Thought Leadership. From July 2018 to May 2023, he was a Strategic Advisor to GroupBionic, and from October 2020 to May 2023, he was a Partner at Manifold, a venture capital and consulting company oriented around helping companies grow profitably. He holds a Doctorate in Management Information Systems and a Master of Business Administration from Harvard Business School and a Bachelor’s degree in Visual and Environmental Studies from Harvard University.

Dr. Sviokla brings a background in corporate management, executive coaching, strategy development, innovation, and risk management. He has been a director of three public firms, including serving as Vice Chairman of Diamond Technology Partners from 1998 to 2010. He also served on the board of Amicas – a medical software firm, from 2006 to 2010, and chaired the compensation committee. He also served on the board of Venzee Technologies, a supply chain software firm, from 2021 to 2023. He has appeared on Fox Business, MSNBC, Bloomberg TV, CNBC, is a frequent speaker and has three books and over 200 publications in many journals including Harvard Business Review, Sloan Management Review, WSJ, and the Financial Times. He is a columnist at Forbes, and his most recent work has focused on how firms can use new digital workers to drive economic returns.

Director Independence

The Board of Directors has considered the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the listing standards of the NYSE American LLC. Based upon information solicited from each director, the Board of Directors has affirmatively determined that each of the directors and director nominees are “independent” within the meaning of the NYSE American LLC’s director independence standards (each such director an "Independent Director"), except for Ms. Lachance who currently serves as the Company's Chief Executive Officer. Mr. Gendron provided financial consulting services to the Company from January 2019 until his election to the Board. In determining that Mr. Gendron is independent, the Board considered the consulting arrangement and determined that such arrangement did not interfere with his exercise of independent judgment in carrying out his responsibilities as a director.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE “FOR” KENNETH EICHENBAUM, PAUL GENDRON, RONALD HUNDZINSKI, BEVERLY HUSS, CARRIE LACHANCE, SCOTT SHUDA AND JOHN SVIOKLA FOR ELECTION AS MEMBERS OF THE BOARD OF DIRECTORS TO SERVE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

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Board of Directors and Committees of the Board of Directors

The Board of Directors has responsibility for the overall governance of the Company. The Board of Directors held a total of six meetings during the fiscal year ended December 31, 2025. Each director attended at least 75% of the meetings held by the Board of Directors and of the meetings of each committee on which such director served (or portion of the meetings held during which they served as a director or committee member). In addition to regularly scheduled meetings, the directors discharge their responsibilities through telephonic meetings and other communications with each other and the executive officers. At each of the regularly scheduled meetings of the Board of Directors held during the fiscal year ended December 31, 2025 the independent directors had the opportunity to hold an executive session, presided over by the Chairman of the Board. The Board does not have a policy regarding director attendance at annual meetings of stockholders, although such attendance is highly encouraged. All, who were members of the Board at such time, attended the 2025 Annual Meeting of Stockholders.

Committees. The Board of Directors has established four standing committees, an Audit Committee, a Nominating and Governance Committee, a Compensation Committee and a Strategy Committee, each of which consists entirely of Independent Directors and reports to the full Board of Directors. From time to time during the assessment of certain strategic opportunities, the Board may establish a special committee consisting only of Independent Directors.

Leadership Structure. The Company currently has different individuals serving as its Chief Executive Officer and Chairman of the Board. We believe that having an independent, non-executive Chairman of the Board represents an appropriate governance practice for the Company at this time. This structure creates a separation of the day-to-day administrative and strategic planning activities of management from the Board’s oversight function.

Audit Committee

The Audit Committee consists entirely of Independent Directors. The following individuals are the current members of the Audit Committee: Messrs. Gendron, Hundzinski and Sviokla. Mr. Gendron serves as Chairman of the Audit Committee. The Board of Directors has affirmatively determined that each of the members of the Audit Committee is “independent,” as defined in the NYSE American LLC listing standards, and under the additional Audit Committee independence standards in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee is responsible for meeting with the Company’s independent registered public accounting firm regarding, among other issues, audits and the adequacy of the Company’s accounting and control systems. The Audit Committee held seven meetings during the fiscal year ended December 31, 2025.

The Board of Directors has determined that Mr. Gendron qualifies as an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is posted on the "Corporate Governance" page of the Company’s website at www.infusystem.com.

Nominating and Governance Committee

The Nominating and Governance Committee (the “Nominating Committee”) consists entirely of Independent Directors. The following individuals are the current members of the Nominating Committee: Messrs. Eichenbaum, Hundzinski and Shuda and Ms. Huss. Mr. Shuda serves as Chairman of the Nominating Committee. The Board of Directors has affirmatively determined that each of the members of the Nominating Committee is “independent” as defined in the NYSE American LLC listing standards. The Nominating Committee is responsible for identifying, selecting and qualifying Board member candidates; and for reviewing and reporting on the Company's Environmental, Social & Governance ("ESG") strategy, initiatives and policy. The Nominating Committee held three meetings during the fiscal year ended December 31, 2025. The Board of Directors has adopted a written charter for the Nominating Committee, a copy of which is posted on the "Corporate Governance" page of Company’s website at www.infusystem.com.

The individuals identified as Board member candidates are recommended for nomination to the full Board of Directors. The Nominating Committee considers all qualified director candidates identified by members of the Nominating Committee, by senior management and by stockholders. Stockholders who would like to propose an independent director candidate for the consideration of the Nominating Committee may do so by submitting the candidate’s name, résumé and biographical information to InfuSystem Holdings, Inc., 3851 W. Hamlin Road, Rochester Hills, MI 48309, Attn: Corporate Secretary, no later than the deadline for submission of stockholder proposals set forth under the section of this proxy statement entitled “Stockholder Proposals for the 2027 Annual Meeting.” All proposals for nomination timely received by the Corporate Secretary will be presented to the Nominating Committee for consideration and such nominees will be evaluated in the same manner as other director candidates.

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The Nominating Committee reviews each director candidate’s biographical information and assesses each candidate’s independence, skills and expertise based on a variety of factors, including the following criteria:

•Whether the candidate has exhibited behavior that indicates he or she is committed to the highest ethical standards;

•Whether the candidate has had broad business, governmental, non-profit or professional experience that indicates that the candidate will be able to make a significant and immediate contribution to the Board of Directors’ discussion and decision-making; and

•Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a director.

The Nominating Committee considers the diversity of candidates' skills, experiences and backgrounds. The Nominating Committee does not, however, have a formal policy with regard to the consideration of diversity in identifying Board member candidates.

Application of the factors listed above requires the exercise of judgment by members of the Nominating Committee and cannot be measured in a quantitative way. The Nominating Committee applied each of these factors in its review and assessment of the background, independence, skills and expertise of each of the director nominees included in this proxy statement. Members of the Nominating Committee had several meetings and conversations with each of the director nominees as a part of this review and assessment.

Compensation Committee

The Compensation Committee consists entirely of Independent Directors. The following individuals are current members of the Compensation Committee: Ms. Huss and Messrs. Eichenbaum and Gendron. Ms. Huss serves as Chairman of the Compensation Committee. The Board of Directors has affirmatively determined that each of the members of the Compensation Committee is “independent” as defined in the NYSE American LLC listing standards. Under its written charter, the Compensation Committee has overall responsibility for evaluating and adjusting, at least annually, compensation plans and programs for executive officers and directors, including annual base salary amounts, bonuses, long-term incentive awards, benefits and other compensation components. When deemed appropriate, the Compensation Committee recommends such compensation plans and programs to the Board of Directors for approval. In addition, the Compensation Committee administers the Company's equity incentive plans and employee stock purchase plans, including (i) the Company's 2021 Equity Incentive Plan (the "2021 Equity Plan") and its predecessor, the Company's 2014 Equity Plan (the "2014 Equity Plan"), and (ii) the Company's 2023 Employee Stock Purchase Plan. The Compensation Committee held four meetings during the fiscal year ended December 31, 2025. The Board of Directors has adopted a written charter for the Compensation Committee, a copy of which is posted on the "Corporate Governance" page of Company’s website at www.infusystem.com.

The Compensation Committee evaluates executive officer performance, with input from the Board of Directors and the Chief Executive Officer (for executive officers other than the Chief Executive Officer), in light of the Company’s strategic objectives and establishes compensation levels based on such evaluation. The objectives of the Compensation Committee are to attract and retain experienced and highly qualified personnel and reward our executive officers for advancing critical elements of our strategic plan.

The Compensation Committee has the authority to retain, oversee, terminate, and approve fees for compensation consultants to assist in the discharge of its responsibilities.

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Strategy Committee

The Strategy Committee was established by the Board of Directors in May of 2025 and consists entirely of Independent Directors. The following individuals are current members of the Strategy Committee: Messrs. Eichenbaum, Shuda and Sviokla. Dr. Sviokla serves as Chairman of the Strategy Committee.

The Strategy Committee is responsible for assisting the Board of Directors in overseeing, evaluating, and advising management on the Company’s long‑term strategic direction, major growth initiatives, competitive positioning, innovation priorities, and significant capital allocation decisions. The Committee provides a forum for deeper review of enterprise‑level strategic opportunities and risks and makes recommendations to the full Board regarding matters of strategic importance. The Strategy Committees responsibilities include:

•Reviewing and evaluating management’s long‑term strategic plans, including financial, competitive, and operational assumptions.

•Monitoring progress on key strategic initiatives and providing guidance regarding adjustments based on market dynamics.

•Assessing opportunities related to new markets, products, technologies, and business models.

•Reviewing management’s approach to innovation, research and development priorities, and strategic partnerships.

•Evaluating proposed acquisitions, divestitures, joint ventures, and strategic investments prior to full Board consideration.

•Recommending strategic transactions to the full Board when appropriate.

•Reviewing management’s capital deployment plans to ensure alignment with long‑term strategy.

•Considering the strategic rationale behind major capital projects or structural changes.

•Reviewing trends, risks, and opportunities within the Company’s industry and broader competitive environment.

•Periodically receiving briefings from external advisors, industry experts, or senior management on relevant developments.

The Strategy Committee held four meetings during the fiscal year ended December 31, 2025.

Communications with the Board of Directors

Stockholders and other interested parties may communicate with the Board of Directors by sending written communications addressed to such person or persons to InfuSystem Holdings, Inc., 3851 W. Hamlin Road, Rochester Hills, MI 48309, Attn: Corporate Secretary. All communications will be compiled by the Corporate Secretary and submitted to the addressee.

Code of Conduct and Business Ethics; Corporate Governance Guidelines

The Company has a Code of Conduct and Business Ethics Policy applicable to the Chief Executive Officer, the Chief Financial Officer and principal accounting officer, and other financial professionals. The Code of Conduct and Business Ethics Policy is available on the Corporate “Governance” page of the Company's website at www.infusystem.com. Only the Board of Directors can amend or grant waivers from the provisions of the Company’s Code of Conduct and Business Ethics Policy. If we amend or grant a waiver of one or more of the provisions of our Code of Conduct and Business Ethics Policy, we intend to satisfy the requirements under Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Conduct and Business Ethics that apply to our principal executive, financial and accounting officers, and other individuals performing similar duties, by posting the required information on our home office website at the above address. Our website is not part of this Proxy Statement or the Annual Report on Form 10-K incorporating this section by reference.

The Company's Corporate Governance Guidelines are also available online on the Corporate "Governance" page of the Company's website at www.infusystem.com.

Employee, Officer and Director Hedging

The Company has an Insider Trading Policy that applies to its employees, officers and directors. Under this policy, the Company strongly discourages employees, officers and directors from entering into hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. This policy requires each employee, officer and director to pre-clear any such proposed transactions with appropriate Company personnel.

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The Board of Directors’ Role in Risk Oversight

The Board of Directors is actively engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account (among other considerations) the Company’s risk profile and exposures. It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The Board annually reviews enterprise risk management and receives regular updates on risk exposures through the Audit Committee and senior management. While the Board as a whole has responsibility for risk oversight, including Chief Executive Officer succession planning, the committees of the Board also oversee the Company’s risk profile and exposures relating to matters within the scope of their authority. The Board regularly receives detailed reports from the Board committees regarding risk oversight in their respective areas of responsibility.

Directors’ Compensation

The following table sets forth the compensation for the Company’s non-employee directors who served during the fiscal year ended December 31, 2025.


	Fees Earned or Paid in Cash		Option Awards		All Other Compensation		Total
Name	( $ )		( $ ) (1) (2)		( $ )		( $ )
Ralph Boyd (3)	$	24,219	$	—	$	—	$	24,219
Kenneth D. Eichenbaum, MD, MSE (4)	$	73,267	$	110,894	$	—	$	184,161
Paul A. Gendron (5)	$	78,575	$	110,894	$	—	$	189,469
Ronald Hundzinski (6)	$	90,390	$	110,894	$	—	$	201,284
Beverly A. Huss (7)	$	75,130	$	110,894	$	—	$	186,024
Scott A. Shuda (8)	$	84,726	$	144,161	$	—	$	228,887
John Sviokla (9)	$	50,630	$	144,161	$	—	$	194,791

(1)In accordance with the SEC's proxy disclosure rules, included in the "Option Awards" column are the aggregate grant date fair values of option awards made during the fiscal year computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. The measurement objective of FASB ASC Topic 718 is to estimate the fair value at the grant date of the equity instruments that the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments (for example, to exercise share options). That estimate is based on the share price and other pertinent factors, such as in the case of stock options the expected volatility at the grant date. The grant date fair value of an award reflects the accounting expense and may not represent the actual value that will be realized. For a discussion of the assumptions used in computing this valuation, see Note 13 of the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

(2)As part of their 2025 compensation package, each Independent Director received options to purchase 39,588 shares of the Company’s Common Stock at the exercise price of $6.00 per share, with the exception of Mr. Shuda and Dr. Sviokla, who each received additional options to purchase 11,876 shares of the Company's Common Stock at the exercise price of $6.00 per share in recognition of additional contributions associated with the transition of the CEO and Chairmanship by Mr. Shuda and for additional efforts to establish the new strategy committee by Mr. Sviokla.

(3)Mr. Boyd left the board of directors in May 2025 at the end of his elected term and continued thereafter to serve the Company as an advisor. He earned cash fees on a pro-rata basis for service as a board member prior to the end of his term in May 2025. Mr. Boyd did not receive any cash fees for his service as an advisor. As of December 31, 2025, Mr. Boyd had 85,109 aggregate outstanding stock options all of which were exercisable. The outstanding stock options will expire 90 days after his service as an advisor ends on May 16, 2026.

(4)As of December 31, 2025, Dr. Eichenbaum had 75,273 outstanding stock options (35,685 of which were exercisable) that will expire on in two installments of 35,685 on May 17, 2034 and 39,588 on May 19, 2035.

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(5)As of December 31, 2025, Mr. Gendron had 174,697 aggregate outstanding stock options (135,109 of which were exercisable) that will expire in three equal installments of 25,000 on May 20, 2030, May 18, 2031, and May 17, 2032, one installment of 24,424 on May 18, 2033, one installment of 35,685 on May 17, 2034 and one installment of 39,588 on May 19, 2035.

(6)As of December 31, 2025, Mr. Hundzinski had 52,852 outstanding stock options (13,264 of which were exercisable) that will expire in two installments of 13,264 on November 12, 2034 and 39,588 on May 19, 2035.

(7)As of December 31, 2025, Ms. Huss had 75,273 outstanding stock options (35,685 of which were exercisable) that were that will expire in two installments of 35,685 on May 17, 2034 and 39,588 on May 19, 2035.

(8)As of December 31, 2025, Mr. Shuda had 216,573 aggregate outstanding stock options (165,109 of which were exercisable) that will expire in three equal installments of 35,000 on May 20, 2030, May 18, 2031 and May 17, 2032, one installment of 24,424 on May 18, 2033, one installment of 35,685 on May 17, 2034 and one installment of 51,464 on May 19, 2035.

Current Independent Director Compensation

Each of the non-employee directors received the following annual cash compensation (or portion of cash compensation for fiscal year during which served as a director or committee member) in 2025:

•$50,000 for each non-employee Independent Director on the Board;

•$90,000 for the Chairman of the Board;

•$20,000 for the Chair of the Audit Committee and $10,000 for each Audit Committee member;

•$20,000 for the Chair of the Compensation Committee and $10,000 for each Compensation Committee member;

•$15,000 for the Chair of the Nominating Committee and $7,500 for each Nominating Committee member; and

•$20,000 for the Chair of the Strategy Committee and $10,000 for each Strategy Committee member.

Board and committee compensation is paid quarterly in arrears, on calendar quarters.

The non-employee directors received the following annual stock compensation grants in 2025 with the exceptions noted in Footnote 2, above:

•Options for 39,588 shares of the Company’s Common Stock for each Independent Director.

Any such grant of options to non-employee directors are contingent upon sufficient share capacity under the Company’s 2021 Equity Plan. Further, such options are typically granted on the date of the Company’s annual meeting of stockholders. Options were granted in 2025 with an exercise price equal to the closing price of the stock on the grant date and vest over a period of one year or immediately upon a change in control, as defined under the Company’s 2021 Equity Plan.

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PROPOSAL 2

ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act adopted in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers. Such a “say-on-pay” vote gives our stockholders the opportunity to express their views on the Company’s executive compensation policies and programs and the compensation paid to the named executive officers.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by approving the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and accompanying narrative disclosure.”

The Board of Directors recommends a vote "FOR" approval of the advisory resolution in this Proposal 2 because the Board believes that the Company’s executive compensation policies and practices are effective in incentivizing our named executive officers to achieve the Company’s goals of growth and sustained financial and operating performance, in aligning executives’ interests with those of the stockholders, and in attracting, retaining, motivating and rewarding highly talented executives. Please refer to “Executive Officers” and “Executive Compensation” in this proxy statement, including the tabular and narrative disclosure regarding executive compensation, for details about our executive compensation policies and programs, compensation information for the fiscal year ended December 31, 2025 and the current compensation of our named executive officers.

The vote on this Proposal 2 is advisory and therefore not binding on the Company, the Board of Directors or the Compensation Committee. However, the Board of Directors and the Compensation Committee will review and consider the voting results in future decisions regarding executive compensation. The Company currently submits the compensation of named executive officers to an advisory vote of stockholders on an annual basis, and the next such vote will occur at the 2027 Annual Meeting of Stockholders.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL 3

APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN

On May 18, 2021 the stockholders approved the InfuSystem Holdings, Inc. 2021 Equity Plan , under which a maximum number of 2,500,000 shares of Common Stock, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, are currently authorized for issuance under the plan. On May 16, 2023, the stockholders approved the First Amendment to the 2021 Equity Plan. This amendment increased the maximum number of shares of Common Stock reserved for issuance under the 2021 Equity Plan to 5,000,000 shares, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, an increase of 2,500,000 shares. On May 16, 2025, the stockholders approved the Second Amendment to the 2021 Equity Plan. This amendment increased the maximum number of shares of Common Stock reserved for issuance under the 2021 Equity Plan to 6,000,000 shares, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, an increase of 1,000,000 shares. On April 2, 2026,the Board of Directors approved the Third Amendment to the 2021 Equity Plan, subject to stockholder approval at the Annual Meeting. This amendment increases the maximum number of shares of Common Stock reserved for issuance under the 2021 Equity Plan to 7,000,000 shares, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, an increase of 1,000,000 shares. The 2021 Equity Plan is set forth in its entirety as Appendix A-4 along with the First Amendment and the Second Amendment to the 2021 Equity Incentive Plan as Appendix A-3 and Appendix A-2 to, and filed with this Proxy Statement, respectively.

A copy of the proposed Third Amendment to the 2021 Equity Plan is attached as Appendix A-1 to this proxy statement. It is the judgment of the Board of Directors that this Third Amendment to the 2021 Equity Plan is in the best interests of the Company and its stockholders.

Determination of the Share Reserve Under the Amendment to the 2021 Equity Plan

We are asking the stockholders to approve a third amendment to the 2021 Equity Plan to increase the number of shares of Common Stock available for issuance under the plan by an additional 1,000,000 shares. If the third amendment to the 2021 Equity Plan is approved there will be approximately 1,237,300 shares of Common Stock available for issuance under the plan. In determining the appropriate amount of such increase, the Board considered a number of factors, including the number of awards outstanding under the 2021 Equity Plan, the Company's past share usage (sometimes called the Company's "burn rate"), the estimated number of shares needed for future awards, a dilution analysis and competitive data from relevant peer companies.

The table below details current outstanding awards as of March 20, 2026:


Award Type	2014 Plan	2021 Plan	Total	Weighted Average Exercise Price		Weighted Average Remaining Contractural Term
Stock Options	349,917	2,476,160	2,826,077	$	8.06	7.44
Time Vesting - Restricted Stock Units	—	524,110	524,110
Performance Based - Restricted Stock Units	—	382,802	382,802
Total	349,917	3,383,072	3,732,989
Available	—	237,300	237,300

The additional 1,000,000 shares proposed for issuance under the 2021 Equity Plan would increase the Company's fully diluted overhang by an additional 5.0% to approximately 24.6% for all outstanding awards under both the 2021 Equity plan and the 2014 Equity Plan taken as a whole.

Based upon these factors, the Board approved the proposed increase of 1,000,000 shares of Common Stock available for issuance under the 2021 Equity Plan. Approval of the amendment to the 2021 Equity Plan will ensure that an adequate number of shares are available for future equity awards, enabling the Company to continue to align the interests of the Company's officers, employees, directors and consultants with those of the Company's stockholders.

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Overview of the 2021 Equity Plan

The following is a brief description of the 2021 Equity Plan. A copy of the 2021 Equity Plan along and the First and Second Amendments are attached under Appendix A-4, Appendix A-3 and Appendix A-2, respectively, to this Proxy Statement, and the following description is qualified in its entirety by reference to the 2021 Equity Plan, the First Amendment and the Second Amendment.

The purpose of the 2021 Equity Plan is to advance the interests of the Company and its stockholders by enabling the Company to provide incentives to attract and retain the types of employees, consultants and directors who will contribute to the Company's long-term success. The 2021 Equity Plan will remain in effect until May 18, 2031, unless terminated earlier by our Board, which may amend or terminate the 2021 Equity Plan at any time. However, except in the case of adjustments upon changes to our Common Stock or amendments to ensure compliance with applicable law, no amendment will be effective unless approved by the Company's stockholders, to the extent such approval is necessary to satisfy any applicable law or the rules of any securities exchange on which our Common Stock is listed.

Plan Administration

The 2021 Equity Plan may be administered by the Board or by a committee appointed by the Board consisting of one or more Board members, referred to in this proposal as the "Committee," a role which the Board has appointed to the Compensation Committee of the Board. The Committee has authority to construe, interpret and apply the provisions of the 2021 Equity Plan, to determine when and to whom awards will be granted and the terms and conditions of such awards, subject to certain Share Limits or other restrictions set forth in the 2021 Equity Plan. The Committee also has authority to exercise its discretion to take such actions or make such determinations that it deems necessary or advisable to fulfil its oversight and administration responsibilities with respect to the 2021 Equity Plan.

Eligible Participants

The Committee may grant awards under the 2021 Equity Plan to employees (including officers), consultants and directors of the Company and its affiliates, or to individuals who are reasonably expected to become such employees, consultants and directors after the receipt of the award; however, only employees are eligible to receive incentive stock options. Currently, there are approximately 455 employees, six non-employee directors and one consultant of our Company and our affiliates who are eligible to participate in the 2021 Equity Plan.

Awards and Adjustments

Shares of Common Stock issued under the 2021 Equity Plan may be authorized and unissued shares, treasury shares, or shares acquired by the Company in any manner. Subject to the limits in the 2021 Equity Plan, the Committee has the authority to grant the following types of awards under the 2021 Equity Plan: stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, other equity-based awards, cash awards and substitute awards. The Committee has the authority to determine the vesting schedule of each award, to accelerate the vesting exercisability of any award, and to modify the purchase price or the exercise price of any outstanding award, provided that if such modification effects a repricing, stockholder approval of such modification is required before the repricing is effective. The Committee may amend the terms of any one or more awards at any time, provided that the Committee may not amend an award in a manner that would impair the award holder's rights under the award without such holder's written consent.

The 2021 Equity Plan provides for certain equitable adjustments, as determined by the Committee, to awards granted under the 2021 Equity Plan upon changes in the Company's outstanding Common Stock or capital structure. Unless otherwise provided in an award agreement, in the event of a change in control: (i) outstanding options and stock appreciation rights will become immediately exercisable with respect to 100% of the shares of Common Stock subject to such awards; (ii) the restricted period with respect to any awards of restricted stock or restricted stock units will immediately expire with respect to 100% of the outstanding shares of Common Stock underlying such awards; (iii) in the case of performance share awards or cash awards, all incomplete performance periods in effect on the date the change of control occurs will end on such date and the Committee will (a) determine the extent to which performance goals in such performance periods have been met and (b) cause applicable 2021 Equity Plan participants to be paid partial or full awards for each such performance period, based on the Committee's determination of the degree to which performance goals were attained or, if not determinable, based on applicable "target" levels of performance, or on such other basis determined by the Committee; (iii) the Committee may, in its discretion and upon at least ten days' advance notice to the affected persons, cancel any outstanding awards and pay to the holders the value of the awards based upon the price per share of Common Stock received or to be received by other stockholders of the Company, or, in the case of an exercise price of any option or stock appreciation right that equals or exceeds the price paid for a share of Common Stock in connection with the change in control, the Committee may cancel the option or stock appreciation right without the payment of any consideration.

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New Plan Benefits

We cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to eligible participants under the 2021 Equity Plan as amended by this proposed Third Amendment because the grant of awards and terms of such awards are to be determined in the sole discretion of the Compensation Committee and Board of Directors. However, current benefits granted to our non-employee directors, named executive officers and all other employees would not have increased if they had been made under the 2021 Equity Plan as amended by this proposed Third Amendment. Grants of equity awards in fiscal year 2025 to our named executive officers are shown in the Grants of Plan-Based Awards table in this Proxy Statement.

Registration with the SEC

The Company intends to file with the SEC a registration statement on Form S-8 covering the new shares reserved for issuance under the 2021 Equity Plan promptly following approval of the third amendment.

Required Vote

This proposal to approve an amendment increasing the number of shares under the 2021 Equity Plan will require an affirmative vote of the majority of the votes cast at the Annual Meeting with respect to the proposal. Under the applicable listing rules of NYSE American LLC, abstentions will be treated as votes cast. As a result, abstentions will have the same effect as votes "against" the proposal. Broker non-votes and failures to vote will have no effect on the outcome of the vote.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S 2021 EQUITY INCENTIVE PLAN.

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PROPOSAL 4

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Grant Thornton LLP as the independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2026. The Board of Directors is submitting the appointment of Grant Thornton LLP to the stockholders for ratification as a matter of good corporate practice.

If the stockholders fail to ratify the appointment of Grant Thornton LLP, the Audit Committee will reconsider its selection of audit firms but may decide not to change its selection. Even if the appointment is ratified, the Audit Committee may appoint a different independent registered public accounting firm at any time if it determines that such a change would be in the best interest of the Company’s stockholders.

Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting. These representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Recommendation

THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

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EXECUTIVE OFFICERS

The Company's executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors and hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal. Set forth below are the names and certain biographical information regarding the Company's executive officers.


Name	Age	Position
Carrie Lachance (1)	49	Chief Executive Officer and Director

Addam Chupa	47	Executive Vice President, Chief Information Officer
Jerod Funke	51	Executive Vice President, Chief Human Resources Officer
Barry Steele	55	Executive Vice President and Chief Financial Officer

(1)See "Directors" for biographical information regarding Ms. Lachance.

Addam Chupa

Addam Chupa joined InfuSystem in January 2020 as Senior Vice President of Information Technology. He previously served as Director of Information Technology Operations of Forum Health from April 2019 to January 2020. Prior to these roles, he served in various capacities including Director of IT Operations at Diplomat Pharmacy from January 2014 to April 2019. Mr. Chupa received his Bachelor of Business Administration degree with a major in computer information systems from Walsh College.

Jerod Funke

Jerod Funke joined InfuSystem in October 2023 as Executive Vice President and Chief Human Resources Officer. He previously worked for Insulet Corporation from March 2021 through October 2023 serving as Vice President Global Talent Acquisition from March 2021 through October 2023 and also serving as Senior Human Resources Business Partner-Global Operations from June 2022 through October 2023. Prior to that he served as Vice President Global Talent Acquisition for Vertex Pharmaceuticals from January 2017 through February 2021. Mr. Funke earned a Bachelor of Arts degree in psychology and a Master of Arts degree in developmental psychology from Boston College while competing as a Division-1 football player.

Barry Steele

Barry Steele joined InfuSystem in March 2020 as Executive Vice President, Chief Financial Officer. He previously served as Chief Financial Officer of Horizon Global Corporation from February 2019 to June 2019 and as Vice President of Finance and Chief Financial Officer of Gentherm from October 2004 to December 2018. Earlier he held various finance positions with Advanced Accessory Systems, LLC including Chief Financial Officer. Mr. Steele, who is a CPA, began his career with Price Waterhouse LLP in 1993. He received his Bachelor of Science degree, majoring in Accounting, from Hillsdale College.

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EXECUTIVE COMPENSATION

Overview

This section explains our executive compensation program for our named executive officers (“NEOs”) listed below. This section also describes the Compensation Committee’s process for making pay decisions, as well as its rationale for specific decisions related to the fiscal year ended December 31, 2025.


Name			Position
Carrie Lachance			Chief Executive Officer
Richard DiIorio			Former Chief Executive Officer
Barry Steele			Executive Vice President and Chief Financial Officer
Jerod Funke			Executive Vice President and Chief Human Resources Officer

Smaller Reporting Company Status

Although our Company qualifies as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, which allows us to take advantage of scaled-back disclosure required by Items 402(m)-(r) of Regulation S-K, we have elected to provide a more comprehensive narrative about our executive compensation program. This voluntary approach reflects our commitment to transparency and helps to ensure that our stockholders have a clear understanding of our executive compensation philosophy and practices.

Executive Summary

InfuSystem’s executive compensation program is built to closely align leadership rewards with company performance and shareholder value creation. The program places significant weight on variable, at‑risk pay, supported by strong governance practices such as a clawback policy, anti‑hedging and anti‑pledging restrictions, double‑trigger change‑in‑control protections, and oversight from an independent compensation consultant. The Company also avoids shareholder‑unfriendly practices, including tax gross‑ups, option repricing, and excessive perquisites.

Operationally, InfuSystem continued to grow revenue, Adjusted EBITDA, and operating cash flow across its Patient Services and Device Solutions platforms. This performance resulted in a significant increase in the three-year Total Shareholder Return for InfuSystem Common Stock from a negative 50% as of December 31, 2024 to just over 3% as of December 31, 2025. This resulted in an improvement in realizable pay for executives compared to the grant‑date value of awards—reinforcing the pay‑for‑performance alignment embedded in the program.

The Company’s compensation philosophy emphasizes market competitiveness and performance‑driven incentives, with most NEO compensation delivered through annual bonuses and long‑term equity awards. For 2025, base salary changes were modest and primarily market‑based, aside from a larger adjustment reflecting the CEO’s promotion. Annual bonuses paid out at target, as Adjusted EBITDA exceeded maximum expectations while revenue fell below threshold. Long‑term incentives were delivered through a mix of options, RSUs, and PSUs tied to relative TSR performance against the Russell 2000. As part of her CEO transition, Ms. Lachance also received additional one‑time equity awards, including market‑price PSUs, the first tranche of which was achieved in 2025.

Compensation decisions were informed by a peer group of healthcare equipment and services companies of similar size, although the Committee retained discretion to address performance and retention considerations. Equity awards continue to follow strict timing protocols to avoid material nonpublic information. Executives participate in standard employee benefits with minimal perquisites.

Overall, InfuSystem’s compensation program reflects a disciplined approach that emphasizes shareholder alignment, performance accountability, and governance rigor, supporting the Company’s long‑term strategic objectives.

Results of 2024 Advisory Vote to Approve Executive Compensation

At our 2025 virtual Annual Meeting of Stockholders, our stockholders approved the compensation of our NEOs with 85.5% of the votes cast voting in favor of our advisory “say on pay” proposal. Our Compensation Committee and the Company view these results as an indication that our stockholders support our executive compensation policies. Nonetheless, our Compensation Committee regularly evaluates our executive compensation plans and policies, compensation best practices and market compensation trends, and considers alternatives for strengthening the alignment of

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our executive compensation program with our compensation philosophy and objectives, our business strategy, competitive market practices and long-term stockholder value creation. The comprehensive plan design described in this Proxy Statement reflects both an acknowledgement of stockholder support for the Company’s executive compensation approach and the desire of our Compensation Committee to continuously refine our executive compensation program in accordance with the factors listed above.

Best Compensation Practices & Policies

We believe the following practices and policies within our program promote strong compensation governance and are in the best interests of our stockholders and executives:


What We Do		What We Don't Do
	Emphasize variable-pay over fixed-pay, with a significant portion of each executive's overall compensation opportunity tied to our financial results and stock performance		We do not provide our executives and will not provide any new executives with tax gross-ups with respect to payments made in connection with a change of control
	All of our executive officers are subject to an executive compensation clawback policy		We do not allow stock option repricing without stockholder approval
	Maintain anti-hedging and anti-pledging policies		No option or stock appreciation rights granted below fair market value
	Provide for "double-trigger" severance benefits upon a change in control		No supplemental executive retirement plans
	We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent members of the Board		We do not provide excessive perquisites; our perquisites are market competitive to incent executive retention

2025 Business Overview

We are a leading national healthcare service provider, facilitating outpatient care for Durable Medical Equipment manufacturers and healthcare providers. We provide our products and services to hospitals, oncology practices, ambulatory surgery centers, and other alternate site healthcare providers. Our headquarters is in Rochester Hills, Michigan, and we operate our business from a total of seven locations in the United States ("U.S.") and Canada. We provide our services under a two-platform model: Patient Services and Device Solutions. Patient Services provides turnkey solutions designed to be implemented without service disruptions, allowing our healthcare provider customers to focus on practicing medicine. InfuSystem provides the Durable Medical Equipment and treatment consumables, handles order and delivery logistics, provides 24/7 nursing support relating to the provided equipment, assumes responsibility for third-party payer Durable Medical Equipment billing, and handles biomedical services for the Durable Medical Equipment, including, inspection, repair, certification and replacement. Device Solutions provides a “concierge” offering, whereby InfuSystem leverages its strong service orientation to provide incremental services to our healthcare provider customers on a direct payer model. Device Solutions include equipment rental and sales, consumable sales, and biomedical support services.

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Company Performance Highlights

Highlights of InfuSystem's financial performance metrics and related three-year compound annual growth rates (CAGR) include:

•Growing net revenue,

•Increasing Adjusted EBITDA,

•Improving Operating Cash Flow.

(1) Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix B.

2025 Compensation Highlights - Majority of Executive Compensation is Variable, at Risk, Performance-Based.

Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term, sustainable stockholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2025:


Base Salaries			• Approved increases of approximately 3% for the NEOs, exclusive of an increase for our CEO reflecting her promotion during 2025 from Chief Operating Officer, to improve competitive positioning and ensure market alignment.
Annual Incentives			• Based on our financial performance in 2025, the Compensation Committee approved annual incentive awards at 100% of target. This formulaic result was driven by an AEBITDA achievement above the amount need for the maximum payout of 200% of target offset partially by a Revenue achievement below threshold for a payout of 0% of target.
Long-Term Equity-Based Incentives			• Approved equity grants to each of the NEOs using a mix of 25% stock options, 25% RSUs and 50% PSUs. • Certified performance results for the completed 2024 PSU cycle (January 1, 2024 – December 31, 2025), resulting in a payout of 103% of target PSUs earned for all the NEOs, based on the Company’s relative TSR performance against a select peer group of similar companies ("Relative TSR PSUs"). • Certified performance results for the first tranche of Ms. Lachance’s 2025 market price target PSU award, resulting in a partial payout of her PSUs that were tied to the achievement of a target market price for the Company's common stock.

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What Guides Our Program

Compensation Philosophy - Performance-Based Pay Philosophy

Our executive compensation philosophy is driven by the following guiding principles:

•Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to ensure that we employ the best people to lead our success.

•A meaningful portion of total compensation should be variable and linked to the achievement of specific short-term and long-term performance objectives and designed to drive stockholder value creation.

•Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making.

Compensation Elements

Our compensation philosophy is supported by the following total direct compensation elements:


Compensation Element	How It's Paid	Purpose
Base Salary	Cash (Fixed)	Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.
Annual Incentives (Cash Bonus)	Cash (Variable)	Reward executives for delivering on annual performance objectives that contribute to the creation of stockholder value.
Long-Term Incentives	Equity (Variable)	Provide incentives for executives to execute on longer-term financial goals that drive the creation of stockholder value and support the Company’s retention strategy.

Compensation Mix - Fixed vs.Variable At Risk

The executive compensation program uses a mix of fixed and, variable at risk pay, with an emphasis on variable at risk pay. The program is structured to create a meaningful balance between achieving strong short-term annual results while ensuring long-term viability and success. Therefore, the mix of incentives is reviewed and determined regularly by the Compensation Committee based on the short- and long-term objectives of the business. The charts below show the target annual total direct compensation of our CEO and our other NEOs for fiscal 2025. These charts illustrate that the majority of executive compensation is variable at risk (71.4% for our CEO and an average of 63.4% for our other NEOs).

Fixed vs. Variable At Risk Compensation Mix

Despite our revenue, earnings and cash flow growth, our stock price has not appreciated significantly. Total Shareholder Return ("TSR") for the three-year period ended December 31, 2025 was 3.3%. However, this represented a significant improvement from the three-year TSR reported for the period ended December 31, 2024 which was a negative

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50%. That 53% favorable swing resulted in an increase in the value of the NEO's LTI awards since our executive compensation programs are intended to align with shareholder experience. As a result, the CEO's and the other NEO's realizable compensation is 98% and 112%, respectively, of target grant date value of compensation awarded over the last three years as illustrated in the charts below. These represented improvements as compared to the prior year when the three year average average realizable compensation for the CEO and the other NEO was only 62% and 59% of the three-year average grant date fair value compensation, respectively.

Grant Date Fair Value ("GDFV") vs. Realizable Three-Year Average Compensation (1)

(1) CEO amounts include Rich DiIorio for 2023 and 2024 and Carrie Lachance for 2025 and exclude equity awards granted to Carrie Lachance in connection with her promotion to CEO.

The Decision-Making Process

The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee consists of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which is posted on the “Corporate Governance” page of Company’s website at www.infusystem.com.

The Role of Management. Members of our senior management team attend regular Compensation Committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only Compensation Committee members can vote on decisions regarding NEO compensation.

The CEO reviews his/her recommendations pertaining to the compensation of the other NEOs with the Compensation Committee providing management input, transparency, and oversight. The Compensation Committee ultimately recommends compensation plans and programs to the Board for approval. Independent members of the Board make all final determinations regarding NEO compensation.

The Role of the Independent Compensation Consultant. Pursuant to the authority granted to it under its charter, the Compensation Committee may engage an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. In January 2024, the Compensation Committee retained Pearl Meyer as its independent consultant. Pearl Meyer reports directly to the

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Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules and concluded that Pearl Meyer is independent.

The Role of the Peer Group. The Compensation Committee is committed to establishing competitive total compensation for each NEO, ensuring alignment with market practices and industry standards. To set 2025 target compensation levels, the Compensation Committee, in consultation with Pearl Meyer, reviewed publicly available data from a carefully selected group of comparable companies with executives in similar roles as well as industry-specific survey data where applicable. Selection criteria for determining the 2025 compensation peer group listed below generally included health care equipment and services companies with revenues between approximately $50 million and $300 million and market capitalization between $50 million and $1 billion.


AirSculpt Technologies, Inc.			Quipt Home Medical Corp.
American Well Corporation			Sanara MedTech Inc.
AxoGen, Inc.			Surmodics, Inc.
Cerus Corporation			Tactile Systems Technology, Inc.
Electromed, Inc.			Talkspace, Inc.
KORU Medical Systems, Inc.			TELA Bio, Inc.
Lifecore Biomedical, Inc.			Viemed Healthcare, Inc.
National Research Corporation			Xtant Medical Holdings, Inc.
OrthoPediatrics Corp.

It is important to note that this market data is not the sole determinant in setting pay levels for the NEOs. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the Compensation Committee desires to balance general internal and external equity and reserves the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent.

2025 Executive Compensation Program Decisions

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. In making base salary decisions, the Compensation Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Committee takes into account factors such as competitive market data as well as individual performance, experience, tenure, internal equity, and employee potential. For 2025, the Compensation Committee approved increases for the NEOs to improve competitive positioning and ensure market alignment, as follows:


Name	2024 Base Salary		2025 Base Salary		Adjustment
Carrie Lachance	$	430,500	$	500,000	16	%
Barry Steele	$	420,000	$	432,600	3	%
Jerod Funke	$	358,750	$	373,100	4	%

Base salary and the base salary adjustment for Ms. Lachance in 2025 reflects the annual rate set effective upon her promotion to CEO in May 2025. Ms. Lachance's 2025 base salary prior to her promotion was $448,240 reflecting an annual increase of 4% from her 2024 base salary while she still was serving as the Company's Chief Operating Officer.

Annual Incentives (Cash Bonus)

Annual incentives are designed to reward executives for achieving key financial and strategic objectives that drive long-term value creation. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. Target award opportunities for 2025 were as follows:

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Name	2025 Base Salary		2025 Target Bonus Opportunity (%)		2025 Target Bonus Opportunity ($)
Carrie Lachance	$	500,000	100	%	$	500,000
Barry Steele	$	432,600	60	%	$	259,560
Jerod Funke	$	373,100	60	%	$	223,860

2025 Performance Measures and Weights. For 2025, the Compensation Committee selected a balanced set of metrics that emphasize financial performance and operational efficiency:


Performance Measure	Weighting	Rationale
Revenue	50%	Revenue growth is a fundamental measure of our ability to expand our market presence and drive top-line performance. By incorporating revenue as a key metric, the plan incentivizes disciplined expansion while maintaining a strong competitive position.
Adjusted EBITDA (“AEBITDA”) (1)	50%	Profitability is a central focus of our business strategy, and AEBITDA serves as a key indicator of operational efficiency and earnings quality. By linking a portion of annual incentives to AEBITDA, executives remain focused on driving sustainable, profitable growth.

2025 Performance Levels and Results. The following table shows the financial performance necessary to achieve threshold, target, and maximum award amounts for 2025. For AEBITDA, payouts can range from 50% of target (threshold) to 200% of target (maximum). For Revenue, payouts can range from 50% of target (threshold) to 200% of target (maximum). No payouts are earned for performance below threshold performance levels.


Performance Measure	Performance Range/Criteria						Results ($000's)
Performance Measure	Threshold ($000's)		Target ($000's)		Maximum ($000's)		Results ($000's)
Revenue	$	146,644,000	$	150,844,000	$	160,644,000	$	143,436,000
AEBITDA(1)	$	28,900,000	$	30,100,000	$	33,100,000	$	33,532,000
(1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix B.

Each year, the Compensation Committee reviews the financial performance and considers adjustments for items that are not reflective of normal operating performance for that year. These adjustments are items that the Compensation Committee believes are fair to both participants and shareholders, encourage appropriate actions that foster the long-term health of the business, and are consistent with the objectives underlying our pre-determined performance goals. Such exclusions may consist of the costs and financial effects of restructuring, acquisitions, and dispositions, selected legal costs and settlements and the effects of over or under achievement of bonus expense. Adjustments totaling $2.6 million representing expenses associated with a project to update the Companies Business Applications and other non-recurring expenses were included in the measurement of AEBITDA for purposes of determining the achieved performance for 2025.

2025 Results. Based on the results outlined above, the Compensation Committee approved the following annual incentive awards to each of the NEOs for 2025:


Name	2025 Target Bonus Opportunity (%)		2025 Target Bonus Opportunity ($)		Revenue Results (% of Target)		AEBITDA Results (% of Target)		Achievement (% of Target)		Award Payout ($)
Carrie Lachance	100	%	$	500,000	—	%	200	%	100	%	$	500,000
Barry Steele	60	%	$	259,560	—	%	200	%	100	%	$	259,560
Jerod Funke	60	%	$	223,860	—	%	200	%	100	%	$	223,860

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2025 Long-Term Equity Incentives

The Company’s long-term incentive program is designed to align executive interests with stockholder value creation by emphasizing performance-based equity. For 2025, the Compensation Committee approved equity grants to each of the NEOs using the following equity mix:

Equity Vehicle

Weighting

Description

Stock Options

25%

• Reward executives for stock price appreciation, ensuring value is only realized if stockholders also benefit

• Vest over four years on a ratable basis

Restricted Stock Units

25%

• Support our leadership retention strategy
• Vest over three years on a ratable basis

Performance Stock Units ("PSUs")

50%

• Are earned (and vest) based on relative Total Stockholder Return (“TSR”) over three years (May 1, 2025 – May 1, 2028) compared to the Russel 2000 Index ("Index"). The payout varies based on the TSR difference which is the amount that the InfuSystem TSR percentage equals or exceeds the TSR of the Index:

• Payout ranging from 0% to 200% of target based on performance as follows:

TSR Ranking (TSR difference)

Payout

600 bps over Index TSR

200% of target (maximum)

500 bps over Index TSR

175% of target

400 bps over Index TSR

140% of target

200 bps over Index TSR

120% of target

InfuSystem TSR equal to Index TSR

100% of target (threshold)

InfuSystem TSR less than Index TSR

0% of target

Performance between defined percentiles is calculated on a prorated basis.

In conjunction with her promotion to CEO in May 2025, Ms. Lachance was granted two additional one time equity awards as follows:


Equity Vehicle	Description
Stock Options	• 128,000 shares •Exercise price equal to the grant date market close amount of $6.00 •Grant date fair value per share of $2.80 • Vest over four years on a ratable basis
Performance Stock Units ("PSUs")	• Are earned in three separate tranches based on the attainment of a target market price of the shares. •Shares vest immediately when the target is attained for each tranche. •The target price is deemed to be achieved when the 30 day average of each days volume weighted average price reaches or exceeds the target price:









	• Share amounts and target prices for each tranche is as follows:
		Target Price per share	Share Payout
		$10.00	50,000
		$14.00	50,000
		$17.00	100,000

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The table below shows the target annual long-term incentive award values granted for fiscal year 2025 for each of the NEOs:


Name	Stock Options(1)(4)		PSUs (at Target)(2)(4)		RSUs(3)(4)		Total Target Value
Carrie Lachance	$	566,481	$	1,159,000	$	187,500	$	1,912,981
Barry Steele	$	149,915	$	405,567	$	135,186	$	690,668
Jerod Funke	$	103,437	$	279,828	$	93,276	$	476,541

(1)The values shown reflect the target grant date value of stock options, determined based on the number of options granted on May 16, 2025, multiplied by the per-share grant price of $2.80.

(2)For TSR based PSUs, the values are based on the target number of units granted on May 16, 2025, multiplied by the grant date value per unit of $9.00. The actual number of PSUs earned may vary based on performance results over the applicable measurement period. For target price based PSUs, the values are based on the number of units granted on May 16, 2025, multiplied by the grant date value per unit of $3.19 for $10.00 target price awards, $2.82 for $14.00 target price awards and $2.96 for $17.00 target price awards.

(3)The values reflect the target number of units granted on May 16, 2025, multiplied by the grant date value per unit of $6.00, based on the stock price at the time of grant.

(4)See footnote 2 under Summary Compensation Table below for more information about the methods used to value equity awards.

PSUs Earned and Vested in 2025.

In 2023, the NEOs were granted Relative TSR PSUs with a vesting date of May 18, 2025 and paid based on the Company’s relative TSR performance against the Russell 2000 Index over the two-year performance period from January 1, 2023 to December 31, 2024. Based on results determined by the Compensation Committee during the first quarter of 2025, the NEOs earned 0% of their target PSUs for this award.

In addition, on September 23, 2025, the vesting condition for the first tranche of target based PSU's granted to Ms. Lachance on May 16, 2025 was achieved. As a result, Ms. Lachance received 50,000 shares payable under the award.

Finally, in 2024, the NEOs were granted Relative TSR PSUs with a vesting date of May 17, 2026 and an earned amount to be based on the Company’s relative TSR performance against a group of peer companies over the two-year performance period from January 1, 2024 to December 31, 2025. Based on results determined by the Compensation Committee during the first quarter of 2026, the NEOs are expected to earn 103% of their target PSUs for this award provided they continued to be employed during the remaining time vesting period through May 17, 2026.

For additional details about each of the NEO’s awards, please see “Equity Awards Granted to the NEOs” in this Proxy Statement.

Other Compensation Practices, Policies and Guidelines

Clawback Policy

The Company maintains a Clawback Policy, which is designed to comply with Section 10D-1 of the Exchange Act and the applicable listing standards of the NYSE American. The Clawback Policy requires the Company to recoup any erroneously awarded incentive-based compensation received by certain executives, including each NEO, if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. The Clawback Policy generally applies to all incentive-based compensation received by a covered executive during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement after the policy’s effective date. The Clawback Policy was attached as an exhibit to the Company’s Form 10-K filed on March 11, 2025.

Hedging and Pledging Policy

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Stock in a margin account or otherwise pledging them as collateral for a loan. The Insider Trading Policy was filed as an exhibit to the Company's Form 10-K filed on March 11, 2025.

Policies and Practices Related to the Grant of Certain Equity Awards

The Company grants long-term equity incentive awards in the form of stock options, PSUs and RSUs. These grants are typically approved at the first regularly scheduled Compensation Committee meeting of the fiscal year. The Company does not time equity grants in coordination with the release of material nonpublic information (“MNPI”). If an equity award is granted outside the regular cycle, the Compensation Committee carefully assesses whether MNPI exists and, if necessary, may delay the grant until after such information is publicly disclosed. For the 2024 equity grants, no awards were approved within four business days before or one business day after the filing of a Form 10-Q, 10-K, or 8-K disclosing MNPI.

Other Benefits and Perquisites

All of our NEOs are eligible to participate in our employee health and welfare benefit plans on the same basis as all other employees. We provide a 401(k) retirement plan with a Company match of up to 5% of eligible salary, subject to statutory limits. We generally do not provide significant perquisites or personal benefits, with the exception of a company-leased automobile provided to our Chief Executive Officer.

Impact of Tax and Accounting

We regularly consider the various tax and accounting implications of our compensation plans. When determining the amount of long-term incentives and equity grants to executives and employees, the compensation costs associated with the grants are reviewed, as required by FASB ASC Topic 718.

While considering tax deductibility as only one of several considerations in determining compensation, the Committee believes that the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to the Company that outweigh the potential benefit of a tax deduction and, therefore, may approve compensation that is not deductible for tax purposes.

Compensation Risk Assessment

The Compensation Committee regularly reviews our compensation programs to ensure they balance performance incentives with prudent risk management. Based on our most recent assessment, the Compensation Committee concluded that our programs do not encourage excessive risk-taking and support the Company’s long-term success.

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Summary Compensation Table

The following table sets forth the compensation of the NEO's for the fiscal years presented below.


Name and Principal Position	Year	Salary ($)		Bonus (1) ($)		Stock Awards (2) ($)		Option Awards (2) ($)		All Other Compensation (3) ($)		Total ($)
Carrie Lachance	2025	$	478,887	$	500,000	$	1,346,500	$	566,481	$	19,915	$	2,911,783
Chief Executive Officer	2024	$	430,500	$	325,135	$	255,265	$	262,114	$	16,915	$	1,289,929

Richard DiIorio	2025	$	278,654	$	264,600	$	—	$	—	$	732,178	$	1,275,432
Former Chief Executive Officer	2024	$	630,000	$	634,410	$	597,711	$	613,728	$	39,372	$	2,515,221

Barry Steele	2025	$	432,600	$	309,560	$	540,753	$	149,915	$	20,039	$	1,452,867
Executive Vice President and Chief Financial Officer	2024	$	420,000	$	303,764	$	249,045	$	255,721	$	21,533	$	1,250,063

Jerod Funke	2025	$	373,100	$	223,860	$	373,104	$	103,437	$	20,944	$	1,094,445

SEC Form DEF 14A filed by InfuSystems Holdings Inc.