{"url_path":"/sec/ahco/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1725255/0001104659-26-085086-index.html","accession_number":"0001104659-26-085086","cik":"0001725255","ticker":"AHCO","issuer_name":"AdaptHealth Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1725255/0001104659-26-085086-index.html","primary_entity_key":"0001725255","primary_entity_name":"AdaptHealth Corp."},"word_count":860,"has_tables":true,"body_markdown":"** **\n\n \n\n \n\n \n\n \n\n \n\n**Item 1.01. Entry Into a Material Definitive Agreement.**\n\n \n\n**Asset Purchase Agreement**\n\n \n\nOn July 19, 2026, AdaptHealth Corp., a Delaware corporation\n(the “Company”), entered into an asset purchase agreement (the “Purchase Agreement”) by and between the Company\nand RGH Enterprises, LLC, an Ohio limited liability company and a wholly owned subsidiary of Cardinal Health, Inc. (the “Purchaser”).\nUnder the Purchase Agreement, the Company has agreed to sell, and the Purchaser has agreed to purchase, substantially all of the assets\nrelated to the Company’s business of providing medical devices and related services to patients for the treatment of diabetes (the\n“Business”), and the Purchaser has agreed to assume certain specified liabilities of the Business (the “Transaction”).\nThe aggregate purchase price for the assets being sold is $235.0 million in cash, subject to a customary post-closing adjustment for net\nworking capital of the Business as of closing (the “Purchase Price”). At the closing, the Purchaser will deposit a portion\nof the Purchase Price in escrow, in an amount of (i) $8.0 million to secure post-closing purchase price adjustment obligations and\n(ii) $18.8 million to secure the Company’s indemnification obligations under the Purchase Agreement.\n\n \n\nThe Purchase Agreement includes customary terms and conditions, including\nprovisions that require the Company to indemnify the Purchaser for certain losses that it incurs, including as a result of a breach by\nthe Company of its representations and warranties in the Purchase Agreement.\n\n \n\nThe Purchase Agreement contains customary representations, warranties\nand covenants of the Company and the Purchaser. Among other things, the Company has agreed to conduct the Business in the ordinary course\nduring the period between the signing of the Purchase Agreement and the closing, and to refrain from taking certain specified actions\nwith respect to the Business without the Purchaser's consent. The Company has also agreed not to solicit, initiate, or engage in discussions\nregarding alternative acquisition proposals with respect to the Business.\n\n \n\nThe Company has agreed to certain restrictive covenants, including\n(i) a non-competition covenant pursuant to which the Company will not engage in a business that competes with the Business in North\nAmerica for a period of four years following the closing, (ii) a non-solicitation covenant with respect to transferred employees\nand independent contractors for a period of two years following the closing, and (iii) a confidentiality covenant with respect to\nnon-public information concerning the Business for a period of seven years following the closing.\n\n \n\nThe completion of the Transaction is subject to the satisfaction or\nwaiver of customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino\nAntitrust Improvements Act of 1976, and all consents, approvals or authorizations of, declarations or filings with or notices to certain\nother governmental authorities having been obtained or made pursuant to specified other applicable competition laws or healthcare transaction\nnotice laws, (ii) the absence of any law or order prohibiting the consummation of the Transaction, (iii) the accuracy of the\nparties’ respective representations and warranties and compliance with their respective covenants, subject to specified materiality\nstandards, (iv) the absence of a material adverse effect on the Business since the date of the Purchase Agreement, (v) the acceptance\nof offers of employment by at least 80% of the offered employees and a specified key employee, and (vi) the completion of a separation\nplan with respect to the Business.\n\n \n\n- 2 -\n\n \n\n \n\nThe Purchase Agreement may be terminated under certain circumstances,\nincluding (i) by mutual written consent of the parties, (ii) by either party if the closing has not occurred by an outside date\nof twelve months following the date of the Purchase Agreement, subject to automatic extension under specified circumstances, and (iii) by\neither party for an uncured breach by the other party, subject to specified materiality standards, or if a governmental authority permanently\nprohibits the Transaction. Upon termination of the Purchase Agreement under certain specified circumstances relating to the failure to\nobtain antitrust clearance, the Purchaser will be required to pay the Company a termination fee equal to $9.4 million.\n\n \n\nFollowing the closing, and subject to the limitations set forth in\nthe Purchase Agreement, each party has agreed to indemnify the other for, among other things, breaches of representations, warranties,\ncovenants and agreements, and, in the case of the Company, for excluded assets and excluded liabilities, and, in the case of the Purchaser,\nfor assumed liabilities. The representations and warranties generally survive for a period of eighteen months following the closing, subject\nto longer survival periods for certain fundamental representations and specified matters. The Company's indemnification obligations for\nbreaches of representations and warranties are generally subject to a deductible and an aggregate cap, subject to customary exceptions\nfor fundamental representations and fraud.\n\n \n\nIn connection with the closing, the parties will enter into certain\nancillary agreements, including an Escrow Agreement, an Assignment and Assumption Agreement, a Transition Services Agreement and an IP\nLicense Agreement.\n\n \n\nA copy of the Agreement is attached hereto as Exhibit 2.1, and\nthe description of the material terms of the Purchase Agreement in this Item 1.01 does not purport to be complete and is qualified in\nits entirety by reference to such exhibit, which is incorporated herein by reference."}