STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

During the year ended December 31, 2023, HC I completed secondary offerings of 23,771,926 shares of common stock. As of December 31, 2023, HC I no longer held shares of the Company’s common stock.

2017 Warrants — Prior to the Merger, BioScrip issued warrants to certain debt holders pursuant to a Warrant Purchase Agreement dated as of June 29, 2017. In conjunction with the Merger, the 2017 Warrants were amended to entitle the purchasers of the warrants to purchase 2.1 million shares of common stock. The 2017 Warrants have a 10-year term and an exercise price of $8.00 per share and may be exercised by payment of the exercise price in cash or surrender of shares of common stock into which the 2017 Warrants are being converted in an aggregate amount sufficient to cover the exercise price. The 2017 Warrants are classified as equity instruments, and the fair value of these warrants of $14.1 million was recorded in paid-in capital as of the Merger Date. During the years ended December 31, 2024, 2023, and 2022, warrant holders exercised warrants to purchase 0, 188,350, and 1,130,089 shares of common stock, respectively. No proceeds were received from these exercises as the warrant holders elected to surrender shares to pay the exercise price. At December 31, 2024, 2023, and 2022, the remaining warrant holders are entitled to purchase 51,838, 51,838, and 240,188 shares of common stock, respectively.

2015 Warrants — Prior to the Merger, BioScrip issued warrants pursuant to a Common Stock Warrant Agreement dated as of March 9, 2015 which entitle the holders to purchase 0.9 million shares of common stock. The 2015 Warrants have a 10-year term and have exercise prices in a range of $20.68 per share to $25.80 per share. The 2015 Warrants were assumed by the Company in conjunction with the Merger and are classified as equity instruments, and the fair value of these warrants of $4.6 million was recorded in paid in capital as of the Merger Date. During the years ended December 31, 2024 and 2023, warrant holders exercised an immaterial number of warrants to purchase shares of common stock. During the year ended December 31, 2022, warrant holders exercised warrants to purchase 900,272 shares of common stock. During the years ended December 31, 2024 and 2023, no cash proceeds were received from warrant exercises. During the year ended December 31, 2022, $20.9 million of cash was received as proceeds from warrant exercises. At December 31, 2024, 2023, and 2022, the remaining warrant holders are entitled to purchase 11,765, 13,888, and 15,231 shares of common stock, respectively.

Share Repurchase Program — On February 20, 2023, the Company’s Board of Directors approved a share repurchase program of up to an aggregate $250.0 million of common stock of the Company. On December 6, 2023, the Company’s Board of Directors approved an increase to its share repurchase program authorization from $250.0 million to $500 million. Under the share repurchase program, repurchases may occur in any number of methods depending on timing, market conditions, regulatory requirements, and other corporate considerations. The share repurchase program has no specified expiration date.

During the years ended December 31, 2024 and 2023, the Company purchased 9,255,591 and 7,946,301 shares of common stock for an average share price of $27.01 and $31.46, totaling $250.0 million and $250.0 million, respectively. All repurchased shares became treasury stock. As of December 31, 2024, the Company completed share repurchases under its prior share repurchase program. In January 2025, the Company’s Board of Directors approved a new $500.0 million stock repurchase program. This program has no specified expiration date.

Shares Outstanding — The following table shows the Company’s changes in shares of common stock for the years ended December 31, 2024 and 2023 (in thousands):

Balance at December 31, 2022	181,958
Equity award issuances	564
Share repurchases	(7,946)
Balance at December 31, 2023	174,576
Equity award issuances	941
Share repurchases	(9,256)
Balance at December 31, 2024	166,261

Treasury Stock — As of December 31, 2024 and 2023, the Company held 17,585,613 and 8,330,022 shares of treasury stock, respectively.

Preferred Stock — The Company had no preferred stock outstanding as of December 31, 2024 or 2023.