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Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
AdaptHealth, f/k/a DFB Healthcare Acquisitions Corp. ("DFB"), was originally formed in November 2017 as a publicly traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses. On July 8, 2019, AdaptHealth Holdings LLC ("AdaptHealth Holdings") entered into an Agreement and Plan of Merger (the "Merger Agreement"), as amended on October 15, 2019, with DFB, pursuant to which AdaptHealth Holdings combined with DFB (the "Business Combination"). The Business Combination closed on November 8, 2019. In connection with the Business Combination, the name of the combined company was changed to AdaptHealth Corp.
Under the Company's Third Amended and Restated Certificate of Incorporation, there are 300,000,000 shares of authorized Common Stock and 5,000,000 shares of authorized Preferred Stock. Holders of Common Stock are entitled to one vote for each share. The shares of Preferred Stock shall be issued with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
Treasury Stock
In May 2022, the Company's board of directors authorized a share repurchase program for up to $200.0 million of the Company's Common Stock, which expired on December 31, 2023 (the "Share Repurchase Program"). The timing and actual number of shares repurchased depended upon market conditions and other factors. Shares of the Company's Common Stock were repurchased from time to time on the open market, through privately negotiated transactions or otherwise. During the years ended December 31, 2023 and 2022, the Company purchased 3,184,200 and 750,835 shares of the Company's Common Stock, respectively, for $29.3 million and $14.0 million, respectively, under the Share Repurchase Program, which is reflected in Treasury Stock in the accompanying consolidated statements of stockholders' equity. During the year ended December 31, 2024, as discussed in Note 18, Commitments and Contingencies, the Company issued 1 million shares from its Treasury Stock in connection with a litigation settlement.
Warrants
In connection with the closing of the Business Combination, the Company issued 12,666,666 warrants on November 8, 2019. The Company's remaining unexercised warrants expired on November 8, 2024. Prior to the expiration, each warrant was exercisable into one share of Common Stock at a price of $11.50 per share. There were no warrants exercised during the years ended December 31, 2024 and 2023. During the year ended December 31, 2022, 184,870 warrants were exercised in cashless transactions resulting in the issuance of 87,553 shares of Common Stock.
The Company classified its warrants as a liability in its consolidated balance sheets because of certain terms included in the corresponding warrant agreement. The estimated fair value of the warrants was recorded as a liability, with such fair value reclassified to stockholders’ equity upon the exercise of such warrants. Prior to exercise, the change in the
estimated fair value of such warrants each period was recognized as a non-cash charge or gain in the Company’s consolidated statements of operations.
A reconciliation of the changes in the warrant liability during the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):
Estimated fair value of warrant liability at December 31, 2021$57,764 
Change in estimated fair value of the warrant liability(17,158)
Reclassification of warrant liability to equity for exercised warrants(2,103)
Estimated fair value of warrant liability at December 31, 202238,503 
Change in estimated fair value of the warrant liability(34,482)
Estimated fair value of warrant liability at December 31, 20234,021 
Change in estimated fair value of the warrant liability(4,021)
Estimated fair value of warrant liability at December 31, 2024$— 
Equity-based Compensation
In connection with the Company’s 2019 Stock Incentive Plan (the "2019 Plan"), the Company provides equity-based compensation to attract and retain employees while also aligning employees’ interest with the interests of its stockholders. The 2019 Plan permits the grant of various equity-based awards to selected employees and non-employee directors. On June 20, 2024, the stockholders of the Company approved an amendment and restatement of the 2019 Plan to increase the number of shares of Common Stock of the Company reserved and available for issuance under the 2019 Plan by 8,350,000 shares (and increase the number of incentive stock options that may be granted under the 2019 Plan by the same amount), to permit the grant of up to 18,350,000 shares of Common Stock, subject to certain adjustments and limitations. At December 31, 2024, 9,138,317 shares of the Company’s Common Stock were available for issuance under the 2019 Plan.
Stock Options
In January 2021, the Company granted 703,170 options to purchase shares of the Company’s Common Stock to certain senior executives of the Company. The options vest ratably over a three-year period from the date of grant based on a service condition and have a contractual exercise period of five years from the date of grant. The total grant-date fair value of the options granted, using a Black-Scholes option pricing model, was $6.9 million. During the year ended December 31, 2024, the remaining 468,780 outstanding options from this grant expired as a result of the resignation of the Company’s former CEO and former President as further discussed below.
In November 2019, the Company granted 3,416,666 options to purchase shares of Common Stock of the Company to certain senior management employees that have an exercise price of $11.50 per share and a contractual exercise period of ten years from the date of grant. The vesting conditions relating to these options included a defined performance condition with a measurement period during the year ended December 31, 2020 which was satisfied, and also a service condition. Of the total options granted, the last tranche consisting of 722,222 options vested on December 31, 2022.
There were no stock options granted during the years ended December 31, 2024, 2023 and 2022. The following table provides the activity regarding the Company’s outstanding stock options during the years ended December 31, 2024, 2023 and 2022 that were granted in connection with the 2019 Plan (in thousands, except per share data):
Number of
Options		Weighted-Average
Grant Date
Fair Value
per Share		Weighted-Average
Exercise Price
per Share		Weighted-Average
Remaining
Contractual Term
Outstanding, December 31, 20212,219$3.75 $19.36 
Activity - none—
Outstanding, December 31, 20222,219$3.75 $19.36 
Activity - none—
Outstanding, December 31, 20232,219$3.75 $19.36 
Expired(969)$5.84 $29.51 
Outstanding, December 31, 20241,250$2.12 $11.50 1.1 Years
The following table provides the activity for all outstanding stock options during the years ended December 31, 2024, 2023 and 2022 (in thousands, except per share data):
Number of
Options		Weighted-Average
Exercise Price
per Share		Weighted-Average
Remaining
Contractual Term
Outstanding, December 31, 20215,766$11.26 
Exercised(804)$5.69 
Outstanding, December 31, 20224,962$12.19 
Exercised(1,553)$6.24 
Outstanding, December 31, 20233,409$14.90 
Exercised(245)$3.97 
Expired(969)$29.51 
Outstanding, December 31, 20242,195$9.67 2.4 Years
During the year ended December 31, 2024, 207,002 stock options were exercised resulting in $0.7 million of cash proceeds received by the Company and the issuance of 207,002 shares of the Company's Common Stock. Also, during the year ended December 31, 2024, 38,014 stock options were exercised in cashless transactions resulting in the issuance of 13,509 shares of the Company's Common Stock. During the year ended December 31, 2023, 211,185 stock options were exercised resulting in $0.6 million of cash proceeds received by the Company and the issuance of 211,185 shares of the Company's Common Stock. Also, during the year ended December 31, 2023, 1,341,770 stock options were exercised in cashless transactions resulting in the issuance of 228,466 shares of Common Stock. During the year ended December 31, 2022, 489,191 stock options were exercised resulting in $2.5 million of cash proceeds received by the Company and the issuance of 489,191 shares of the Company's Common Stock. Additionally, during the year ended December 31, 2022, 315,349 stock options were exercised in cashless transactions resulting in the issuance of 131,741 shares of Common Stock.
The following table provides the activity for exercisable stock options during the years ended December 31, 2024, 2023, and 2022 (in thousands, except per share data):
Number of
Options		Weighted-Average
Exercise Price
per Share		Weighted-Average
Remaining
Contractual Term
Exercisable, December 31, 20214,575$7.39 
Vested878$18.12 
Exercised(804)$5.69 
Exercisable, December 31, 20224,649$9.73 
Vested234$48.72 
Exercised(1,553)$6.24 
Exercisable, December 31, 20233,330$14.10 
Vested79$48.72 
Exercised(245)$3.97 
Expired(969)$29.51 
Exercisable, December 31, 20242,195$9.67 2.4 Years
The following table provides the activity for unexercisable stock options during the years ended December 31, 2024, 2023 and 2022 (in thousands, except per share data):
Number of
Options		Weighted-Average
Exercise Price
per Share		Weighted-Average
Remaining
Contractual Term
Unexercisable, December 31, 20211,191$26.15 
Vested(878)$18.12 
Unexercisable, December 31, 2022313$48.72 
Vested(234)$48.72 
Unexercisable, December 31, 202379$48.72 
Vested(79)$48.72 
Unexercisable, December 31, 2024—$— 
Restricted Stock
During the year ended December 31, 2024, the Company granted the following shares of restricted stock and restricted stock units:
•1,985,404 shares of restricted stock to various employees which vest ratably over the two or three-year periods following the vesting commencement dates, subject to the employees’ continuous employment through the applicable vesting dates. The grant-date fair value of these awards was $17.8 million.
•52,326 shares of restricted stock to an employee which vested on the two-month anniversary following the applicable vesting commencement dates. The grant-date fair value of these awards was $0.5 million.
•134,362 shares of restricted stock to the Company's non-employee directors which vest approximately one year following the grant date. The grant-date fair value of these awards was $1.4 million.
•1,047,291 shares of performance-vested restricted stock units ("Performance RSUs") to certain employees of the Company which will vest on the three-year period following the vesting commencement dates subject to the achievement of specified goals relative to the Company’s three-year relative total shareholder return ("Relative TSR") performance versus the Company’s defined peer group (the "Peer Group"), which is considered a market condition, and is also subject to the employees’ continuous employment through the vesting dates. The grant-date fair value of these awards, using a Monte-Carlo simulation analysis, was $19.2 million. The payout of shares on the vesting dates are as follows based on the Company’s Relative TSR versus the Peer Group (for performance between the stated goals noted below, straight-line interpolation will be applied):
◦Less than 25th Percentile – No payout
◦Greater than or equal to 25th Percentile – 50% of Performance RSUs
◦Equal to 50th Percentile – 100% of Performance RSUs
◦Greater than or equal to 75th Percentile – 200% of Performance RSUs
During the year ended December 31, 2023 the Company granted the following shares of restricted stock:
•732,810 shares to various employees which vest ratably over the three-year period following the vesting commencement date (which is generally the grant date), subject to the employees' continuous employment through the applicable vesting date. The grant-date fair value of these awards was $9.3 million.
•58,795 shares to various employees which vested immediately on the grant date. The grant-date fair value of these awards was $0.5 million.
•139,190 shares to its non-employee directors, which vest one year following the grant date. The grant-date fair value of these awards was $1.4 million.
•53,732 shares to its interim CEO, which vest on the two-month anniversary following the grant date. The grant-date fair value of these awards was $0.5 million.
•327,000 shares of performance-vested restricted stock units ("Performance RSUs") to senior executive management of the Company which will vest on the third anniversary of the vesting commencement date (February 1, 2023) subject to the achievement of specified goals relative to the Company’s three-year relative total shareholder return ("Relative TSR") performance versus the Company’s defined peer group (the "Peer Group"), which is considered a market condition, and is also subject to the employees’ continuous employment through the vesting date. The grant-date fair value of these awards, using a Monte-Carlo simulation analysis, was $6.6 million. The payout of shares on the vesting date are as follows based on the Company’s Relative TSR versus the Peer Group (for performance between the stated goals noted below, straight-line interpolation will be applied):
◦Less than 25th Percentile – No payout
◦Greater than or equal to 25th Percentile – 50% of Performance RSUs
◦Equal to 50th Percentile – 100% of Performance RSUs
◦Greater than or equal to 75th Percentile – 200% of Performance RSUs
During the year ended December 31, 2022, the Company granted the following shares of restricted stock:
•562,686 shares to various employees which vest ratably over the three or four-year periods following the vesting commencement date (which is generally the grant date), subject to the employees’ continuous employment through the applicable vesting date, and, if applicable, subject to certain performance conditions. The grant-date fair value of these awards was $10.3 million.
•81,347 shares to its non-employee directors, which vest one year following the grant date. The grant-date fair value of these awards was $1.5 million.
•317,554 shares of Performance RSUs to senior executive management of the Company which will vest on the third anniversary of the grant date subject to the achievement of specified goals relative to the Company’s three-year Relative TSR performance versus the Company’s Peer Group, and is also subject to the employees’ continuous employment through the vesting date. The grant-date fair value of these awards, using a Monte-Carlo simulation analysis, was $8.7 million. The payout of shares on the vesting date are as follows based on the Company’s Relative TSR versus the Peer Group (for performance between the stated goals noted below, straight-line interpolation will be applied):
◦Less than 25th Percentile – No payout
◦Greater than or equal to 25th Percentile – 50% of Performance RSUs
◦Equal to 50th Percentile – 100% of Performance RSUs
◦Greater than or equal to 75th Percentile – 200% of Performance RSUs
Activity related to the Company’s non-vested restricted stock grants for the years ended December 31, 2024, 2023 and 2022 is presented below (in thousands, except per share data):
Number of Shares of
Restricted Stock		Weighted-Average Grant Date
Fair Value per Share
Non-vested balance, December 31, 20212,195$19.58 
Granted962$21.26 
Vested(700)$19.99 
Forfeited(196)$20.60 
Non-vested balance, December 31, 20222,261$23.90 
Granted1,311$13.85 
Vested(1,063)$19.59 
Forfeited(441)$25.95 
Non-vested balance, December 31, 20232,068$19.16 
Granted3,220$12.07 
Vested(840)$37.25 
Forfeited(1,370)$15.00 
Non-vested balance, December 31, 20243,078$13.99 
Equity-Based Compensation Expense
The table below presents the equity-based compensation expense recognized during the years ended December 31, 2024, 2023 and 2022, as well the classification of amounts in the consolidated statements of operations (in thousands):
Year Ended December 31,
202420232022
General and administrative expense$11,290 $17,667 $15,503 
Cost of net revenue3,590 4,801 6,894 
Total$14,880 $22,468 $22,397 
The Company recognized an increase to income tax expense of $1.6 million and $0.6 million for the years ended December 31, 2024 and December 31, 2023, respectively, as a result of a shortfall associated with equity-based compensation. The Company recognized a reduction to income tax expense of $2.1 million for the year ended December 31, 2022, as a result of excess tax benefits associated with equity-based compensation.
At December 31, 2024, there was $24.5 million of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average period of 2.1 years.
As previously disclosed, by mutual agreement with the Company, the Company's former President resigned from all positions held with the Company on August 31, 2024 and served as a non-executive member of the board of directors until December 31, 2024. In connection with his termination of employment on August 31, 2024, 311,018 restricted stock units subject to time-based vesting conditions and 391,408 restricted stock units subject to performance-based vesting conditions that were unvested at the time of his resignation were forfeited. As a result of these forfeitures, during the year ended December 31, 2024, the Company reversed $3.3 million of previously recognized equity-based compensation expense, which was recognized as a reduction to general and administration expenses in the accompanying consolidated statements of operations for the year ended December 31, 2024.
As previously disclosed, by mutual agreement with the Company, effective June 30, 2023, Stephen Griggs resigned as Chief Executive Officer of the Company. In connection with Mr. Griggs’ separation, the Company accelerated the vesting of 78,130 unvested stock options and 143,739 unvested shares of restricted stock which were subject to time-based vesting conditions only. In addition, the Company modified the vesting conditions for 159,555 shares of Performance RSU's to allow for vesting based on the achievement of the applicable Relative TSR, but no longer requires continuous employment through the applicable vesting date. In connection with the accelerated vesting and modification, the Company recognized $4.0 million of equity-based compensation expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2023.