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Addus HomeCare Corporation

adus · NASDAQ Healthcare
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Ticker adus
Exchange NASDAQ
Sector Healthcare
Industry Medical - Care Facilities
Employees 6165
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FY2025 Annual Report · Addus HomeCare Corporation
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-K
 
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2025
 
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
 
Commission file number 001-34504
 
 
ADDUS HOMECARE CORPORATION
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
20-5340172
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
6303 Cowboys Way, Suite 600 Frisco, TX
75034
(Address of principal executive offices)
(Zip Code)
 
469-535-8200
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
ADUS
The Nasdaq Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act: None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
 
 

Table of Contents
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer
☒ 
Accelerated Filer
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
 
 
Emerging Growth Company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒
 
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the last sale price on The Nasdaq
Stock Market LLC on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately
$2,065,724,000.
 
As of February 17, 2026, there were 18,518,271 shares of common stock outstanding.
  
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Certain portions of the registrant’s Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders (which is expected to be filed with the
Commission within 120 days after the end of the registrant’s 2024 fiscal year) are incorporated by reference into Part III of this Annual Report on Form 10-
K.
 
Auditor Firm PCAOB Id:
238 Auditor Name:
PricewaterhouseCoopers LLP
Auditor Location:
Dallas, Texas
 
 
 

Table of Contents
    
 
TABLE OF CONTENTS
 
PART I
 
5
Item 1.
Business
5
Item 1A.Risk Factors
22
Item 1B. Unresolved Staff Comments
40
Item 1C.Cybersecurity
40
Item 2.
Properties
41
Item 3.
Legal Proceedings
41
Item 4.
Mine Safety Disclosures
41
 
 
 
PART II
 
42
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
42
Item 6.
[Reserved]
42
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
43
Item 7A.Quantitative and Qualitative Disclosures about Market Risk
63
Item 8.
Financial Statements and Supplementary Data
63
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
63
Item 9A.Controls and Procedures
63
Item 9B. Other Information
64
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
64
 
 
 
PART III
 
65
Item 10. Directors, Executive Officers and Corporate Governance
65
Item 11. Executive Compensation
65
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
65
Item 13. Certain Relationships and Related Transactions, and Director Independence
65
Item 14. Principal Accounting Fees and Services
65
 
 
 
PART IV
 
66
Item 15. Exhibits and Financial Statement Schedules
66
Item 16. Form 10-K Summary
70
 
 

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SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
 
When included in this Annual Report on Form 10-K, or in other documents that we file with the Securities and Exchange Commission (“SEC”) or
in statements made by or on behalf of the Company, words like “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,”
“may,” “might,” “would,” “should,” and similar expressions are intended to be forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995. These statements are based on the beliefs and assumptions of our management based on information currently available to
management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing
of certain events to differ materially from future results expressed or implied by such forward-looking statements. These risks and uncertainties include, but
are not limited to:
 
 
•
the impact of macroeconomic conditions, including inflation and interest rates, legislative and political developments, including federal
government shutdowns, any lapse in appropriations and any hold on or cancellation of congressionally authorized spending or
interruptions in the distribution of government funds, trade policies and tensions, including changes in, or the imposition of, tariffs and/or
trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and the potential adverse effects of current
conditions;
 
 
•
business disruptions due to inclement weather, natural disasters, acts of terrorism, military conflicts, pandemics, civil insurrection or
social unrest;
 
 
•
changes in operational and reimbursement processes and payment structures at the state or federal levels;
 
 
•
changes in Medicaid, Medicare, other government program and managed care organizations’ policies and payment rates, and the
timeliness of reimbursements received under government programs;
 
 
•
the implementation of new, and possible changes to existing federal and state laws or regulations, or our failure to comply with such laws
or regulations or comply on a timely basis;
 
 
•
the impact of decisions of the U.S. Supreme Court regarding the actions of federal agencies;
 
 
•
changes in the executive branch of the federal government;
 
 
•
changes in the structure and administration of, and funding for, federal and state agencies and programs;
 
 
•
competition in the healthcare industry;
 
 
•
the geographical concentration of our operations;
 
 
•
changes in the case mix of consumers and payment methodologies;
 
 
•
operational changes resulting from the assumption by managed care organizations of responsibility for managing and paying for our
services to consumers;
 
 
•
the nature and success of future financial and/or delivery system reforms;
 
 
•
changes in estimates and judgments associated with critical accounting policies;
 
 
•
our ability to maintain or establish new referral sources;
 
 
•
our ability to renew significant agreements or groups of agreements;
 
 
•
our ability to attract and retain qualified personnel;
 
 
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•
federal, state and city minimum wage pressure, including any failure of any governmental entity to enact a minimum wage offset and/or
the timing of any such enactment;
 
 
•
changes in payments and covered services due to the overall economic conditions and deficit or spending reduction measures by federal
and state governments, and our expectations regarding these changes;
 
 
•
cost containment initiatives undertaken by federal and state governmental and other third-party payors;
 
 
•
our ability to access financing through the capital and credit markets;
 
 
•
our ability to meet debt service requirements and comply with covenants in debt agreements;
 
 
•
our ability to integrate and manage our information systems;
 
 
•
any security breaches, cyber-attacks, loss of data, or cybersecurity threats or incidents, and any actual or perceived failures to comply
with legal requirements related to the privacy of confidential consumer data and other sensitive information;
 
 
•
the size and growth of the markets for our services, including our expectations regarding the markets for our services;
 
 
•
eligibility standards and limits on services imposed through legislation or by governmental agencies or other third-party payors;
 
 
•
the potential for litigation, audits and investigations;
 
 
•
discretionary determinations by government officials;
 
 
•
our ability to successfully implement our business model to grow our business;
 
 
•
our ability to continue identifying, pursuing, consummating and integrating acquisition opportunities and expanding into new geographic
markets;
 
 
•
the impact of acquisitions and dispositions on our business, including the potential inability to realize the benefits of potential
acquisitions;
 
 
•
the effectiveness, quality and cost of our services;
 
 
•
our ability to successfully execute our growth strategy;
 
 
•
changes in tax rates; and
 
 
•
various other matters, many of which are beyond our control.
 
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should
not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking, and we do not intend to
release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or
circumstances upon which any forward-looking statement may be based, except as required by law. For a discussion of some of the factors discussed above
as well as additional factors, see Part I, Item 1A—“Risk Factors” and Part II, Item 7—”Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Critical Accounting Policies and Estimates.”
 
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Summary Risk Factors
 
You should carefully read and consider the risk factors set forth under the Item 1A, “Risk Factors,” as well as all other information contained in
this Annual Report on Form 10-K. Additional risks and uncertainties are not presently known to us or that we currently deem immaterial may also affect
us. If any of these risks occur, our business, financial position, results of operations, cash flows or prospects could be materially and adversely affected. Our
business is subject to the following principal risks and uncertainties:
 
 
•
Our growth strategy depends on our ability to manage growing and effectively integrating operations and we may not be successful in
managing this growth.
 
 
•
Completed or future acquisitions, or growth initiatives, may be unsuccessful and could expose us to unforeseen liabilities.
 
 
•
We may be unable to pursue acquisitions or expand into new geographic regions without obtaining additional capital or consent from our
lenders.
 
 
•
Our financial results have been, and may continue to be, adversely impacted by negative macroeconomic conditions.
 
 
•
Timing differences in reimbursement may cause liquidity problems.
 
 
•
We have been and may become the subject of surveys, audits and investigations by governmental agencies and private payors, which
could have adverse findings that may negatively impact our business.
 
 
•
Our revenues are concentrated in a small number of states, which makes us particularly sensitive to regulatory and economic changes in
those states.
 
 
•
Future efforts to reduce the costs of the Illinois Department on Aging programs could adversely affect our service revenues and
profitability.
 
 
•
Failure to renew a significant payor agreement or group of related payor agreements may materially impact our revenue.
 
 
•
Negative publicity or changes in public perception of our services may decrease consumer volumes and adversely affect our ability to
receive referrals, obtain new agreements and renew existing agreements, any of which could adversely affect our business.
 
 
•
Our business may be harmed by labor relations matters.
 
 
•
If we were required to write down all or part of our goodwill and/or our intangible assets, our net earnings and net worth could be
materially adversely affected.
 
 
•
If we fail to maintain an effective system of internal control over financial reporting, such failure could adversely impact our business and
stock price.
 
 
•
Any increase in the volume of self-pay patients or deterioration in the collectability of patient responsibility accounts could adversely
affect our financial condition or results of operations.
 
 
•
Our hospice operations are subject to annual Medicare caps. If we exceed the caps, our business and consolidated financial condition,
results of operations and cash flows could be materially adversely affected.
 
 
•
Reductions in reimbursement and other changes to Medicare, Medicaid, and other federal, state and local medical and social programs
could adversely affect our consumer caseload, units of service, revenues, gross profit and profitability.
 
 
•
Federal and state regulation may impair our ability to consummate acquisitions or open new agencies.
 
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•
The implementation of alternative payment models and any increases in enrollment in Medicare Advantage or Medicaid managed care
plans may limit our market share and could adversely affect our revenues.
 
 
•
Our industry is highly competitive, fragmented and market-specific.
 
 
•
If we fail to comply with the extensive laws and regulations governing our business, we could be subject to penalties or be required to
make changes to our operations, which could negatively impact our business and profitability.
 
 
•
We are subject to federal, state and local laws and regulations that govern our employment practices, including minimum wage, living
wage, and paid time-off requirements. Failure to comply with these laws and regulations, or changes to these laws and regulations that
increase our employment-related expenses, could adversely impact our operations.
 
 
•
Our business may be adversely impacted by changes and uncertainty in the healthcare industry, including healthcare public policy
developments and other changes to laws and regulations.
 
 
•
The industry trend toward value-based payment models may negatively impact our revenues.
 
 
•
Our operations subject us to risk of litigation.
 
 
•
Our insurance liability coverage may not be sufficient for our business needs.
 
 
•
Our business depends on the proper functioning, availability, and security of our information systems. Our operations may be disrupted if
we are unable to effectively integrate, manage and maintain the security of our information systems.
 
 
•
A cyber-attack or security breach could cause a loss of confidential consumer data, give rise to remediation and other expenses, expose us
to liability under privacy laws, consumer protection laws, common law and other legal theories, subject us to litigation and federal and
state governmental inquiries, damage our reputation, result in interruptions or delays to services, adversely impact our financial results,
and otherwise be disruptive to our business.
 
 
•
We may not be able to attract and retain qualified personnel or we may incur increased costs in doing so.
 
 
•
The departure of any member of our executive team may materially adversely affect our operations, and any replacement for a departed
member of our executive team may be unable to execute our strategies at the same level.
 
 
•
Restrictive covenants in the agreements governing our indebtedness may adversely affect us.
 
 
•
Factors beyond our control, including inclement weather, natural disasters, acts of terrorism, pandemics, riots, civil insurrection or social
unrest, looting, protests, strikes and street demonstrations, may impact our ability to provide services.
 
 
•
The emergence and effects related to a potential future pandemic, epidemic, or outbreak of infectious disease could adversely impact our
business and future results of operations and financial condition, and we may be more vulnerable to the effects of a public health crisis
than other businesses due to the nature of our business and consumers.
 
Unless otherwise provided, “Addus,” “we,” “us,” “our,” and the “Company” refer to Addus HomeCare Corporation and our consolidated
subsidiaries and “Holdings” refers to Addus HomeCare Corporation. When we refer to 2025, 2024 and 2023, we mean the twelve-month period then ended
December 31, unless otherwise provided.
 
A copy of this Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC, including all exhibits, is available on
our internet website at http://www.addus.com on the “Investors” page link. Information contained on, or accessible through, our website is not a part of,
and is not incorporated by reference into, this Annual Report on Form 10-K.
 
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PART I
 
ITEM 1. BUSINESS
 
Overview
 
Addus has been providing home care services since 1979. We operate three segments: personal care, hospice, and home health. Our services are
principally provided in-home under agreements with federal, state and local government agencies, managed care organizations, commercial insurers and
private individuals. Our consumers are predominantly “dual eligible,” meaning they are eligible to receive both Medicare and Medicaid benefits.
 
As of December 31, 2025, we provided services in 23 states through approximately 262 offices. For the year ended December 31, 2025, we served
approximately 107,000 discrete consumers.
 
We continue to drive organic growth while also growing through acquisitions, focusing on growth in the states in which we have a presence while
adding clinical care services to our offerings. As of December 31, 2025, we provide all three levels of care, personal care, home health and hospice
services, in Ohio, Tennessee, Illinois and New Mexico and strategically continue to pursue other markets.
 
A summary of our financial results is provided in the table below.
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
 
 
 
(Amounts in Thousands)
 
Personal care
  $
1,089,215    $
856,581 
Hospice
   
262,542     
228,191 
Home health
   
70,773     
69,827 
Total net service revenue by segment
  $
1,422,530    $
1,154,599 
 
     
       
 
Net income
  $
95,910    $
73,598 
Total assets
  $
1,437,308    $
1,412,634 
 
Our services and operating model address a number of crucial needs across the healthcare continuum. Care provided in the home generally costs
less than facility-based care and is typically preferred by consumers and their families. By providing services in the home to the elderly and others who
require long-term care and support with the activities of daily living, we lower the cost of chronic and acute care treatment by delaying or eliminating the
need for care in more expensive settings. In addition, our caregivers observe and report changes in the condition of our consumers for the purpose of
facilitating early intervention in the disease process, which often reduces the cost of medical services by preventing unnecessary emergency room visits
and/or hospital admissions and re-admissions. We coordinate the services provided by our team with those of other healthcare providers and payors, as
appropriate. Changes in a consumer’s conditions are evaluated by appropriately trained managers, which may result in a report to the consumer’s case
manager at a managed care organization or other payor. By providing care in the preferred setting of the home and by providing opportunities to improve
the consumer’s conditions and allow early intervention as indicated, our model also is designed to improve consumer outcomes and satisfaction.
 
We believe our model provides significant value to managed care organizations. States predominantly deliver services to Medicaid enrollees
through comprehensive managed care models, most of which are administered by managed care organizations. As a result, managed care organizations
have assumed significant responsibility for the healthcare needs and the related healthcare costs of our consumers. Managed care organizations have an
economic incentive to better manage the healthcare expenditures of their members, lower costs and improve outcomes. We believe that our model is well
positioned to assist in meeting those goals while also improving consumer satisfaction, and, as a result, we expect increased referrals from managed care
organizations.
 
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Our Market and Opportunity
 
We provide home care services that primarily include personal care services to assist with activities of daily living, as well as hospice and home
health services. These services allow the elderly and other infirm adults who require long-term care and assistance with activities of daily living to maintain
their independence at home with their families. Personal care services are a significant component of home and community-based services (“HCBS”),
which have grown in significance and demand in recent years. In particular, the demand for personal care services is growing from managed care delivery
models, including Medicaid Long-Term Services and Supports programs and Medicare Advantage plans. Managed care plans aim to manage cost,
utilization and quality through collaboration of health insurance plans and healthcare providers. We also offer personal care services to private pay
consumers. We expect demand for HCBS to continue to grow due to the aging of the U.S. population and improved opportunities for individuals to receive
home-based care as an alternative to institutional care.
 
Because our model serves an aging population in a home setting at a lower cost, we believe that we have favorable opportunities for growth. The
personal care, hospice and home health service industries have developed in a fragmented manner, with many small participants and a few larger
participants that have a significant market share across multiple regions or states. The historic lack of licensure or certification requirements in some states
makes it difficult to estimate the number of home-based services agencies, although these requirements and other barriers to entry such as the operational
requirements discussed in the next paragraph are increasing. We expect ongoing consolidation within our industry, driven by the desire of healthcare
systems and managed care organizations to narrow their networks of service providers, and also by the industry’s increasingly complex regulatory,
operating and technology requirements. We believe we are well-positioned to capitalize on these trends, given our reputation in the market, strong payor
relationships and integration of technology into our business model.
 
The personal care services industry is subject to increasing regulation. Many states require providers to register with regulatory authorities or
obtain licenses. At the federal level, efforts have focused on improved coordination of regulation across the various types of Medicaid programs through
which personal care services are offered. For example, federal standards require states to mandate that providers use an electronic visit verification
(“EVV”) system to collect certain data from Medicaid-funded home visits. States that do not comply face incremental reductions in federal Medicaid
funding. States have flexibility in the model they use to implement the mandate, which means EVV systems, vendors and contracting processes can vary
significantly by state. Providers must dedicate substantial resources toward continuing compliance with all applicable laws and regulations, and significant
expenditures may be necessary to offer new services or to expand into new markets. We believe licensing and other operational requirements and
regulations, the increasing focus on improving health outcomes, the rising cost and complexity of operations and technology and pressure on
reimbursement rates may discourage new providers and may encourage industry consolidation.
 
As discussed in more detail below, our consumers are predominantly “dual eligibles,” meaning they are eligible for both Medicare and Medicaid.
We believe that our personal care program and our technology make us well-suited to partner with managed care organizations to address the needs of the
dual-eligible population, and we believe that our ability to identify changes in our consumers’ health and condition before acute intervention is required
will lower the overall cost of care. We believe this approach to care delivery and the integration of our services into the broader healthcare continuum are
particularly attractive to managed care organizations and others who are ultimately responsible for the healthcare needs of our consumers and over time
will increase our business with these organizations.
 
Our Growth Strategy
 
The growth of our revenues is closely correlated with the number of consumers to whom we provide our services. Our continued growth depends
on our ability to provide consistent high-quality care, maintain our existing payor relationships, establish relationships with new payors, increase our
referral sources and attract and retain caregivers. Our continued growth is also dependent upon the authorization by state agencies of new consumers to
receive our services. We believe there are several market opportunities for growth as the population ages. Individuals generally prefer to receive care in
their homes, and we believe the COVID-19 pandemic heightened this preference due to health concerns that may be associated with institutional settings
for long-term care, along with concerns about the imposition of visitor restrictions that may be imposed during a public health crisis. Finally, we believe the
provision of home-based services is more cost-effective than the provision of similar services in institutional settings for long-term care. We plan to
continue our revenue growth and enhance our competitive positioning by executing on the following growth strategies:
 
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Consistently Provide High-Quality Care
 
We schedule and require our caregivers to perform their services as defined within the individual plan of care. We monitor the performance of our
caregivers through regular supervisory visits in the homes of consumers. Our caregivers are provided with pre-service training and orientation and an
evaluation of their skills. In many cases, caregivers are also required to attend ongoing in-service education. In certain states, our caregivers are required to
complete certified training programs and maintain a state certification. The training assists our caregivers with identifying changes in our consumers’ health
and condition before acute intervention is required, which we believe lowers the overall cost of care.
 
Drive Organic Growth in Existing Markets
 
We intend to drive organic growth through several initiatives, including continuing to build and enhance our sales and marketing capabilities,
enhancing our business intelligence analytic capabilities, recruiting and retaining employees and investing in technology and operations to drive
efficiencies. We also expect our organic growth will benefit from an increase in demand for our services by an aging population and our increased
alignment with referral sources and payors. We continue to selectively open new offices in existing markets when an opportunity is identified and
appropriate.
 
Market to Managed Care Organizations
 
As a large-scale provider of home-based care, we market to and partner with managed care organizations, taking advantage of an industry shift
from traditional fee-for-service Medicare and Medicaid toward managed care models that aim to better coordinate care and typically have narrower
provider networks. We believe we are attractive to managed care organizations due to our coordinated care model and integration of services into the
broader healthcare industry, our status as a larger, more experienced partner than our competition and our ability to provide sophisticated technology,
electronic visit records and an outcomes-driven approach to service. In particular, our expansion from primarily personal care services into hospice and
home health has increased our value to our managed care partners by diversifying our home-based care offerings.
 
Grow Through Acquisitions
 
In addition to our organic growth, we have been growing through acquisitions that have expanded our presence in current markets or facilitated
our entry into new markets. We completed four acquisitions in 2025: Gold Horses, LLC, a Texas limited liability company (the “Gold Horses Acquisition”)
on October 1, 2025; Helping Hands Home Care Service, Inc., a Pennsylvania corporation (the “Helping Hands Acquisition”) on August 1, 2025; Great
Lakes Home Care Unlimited, LLC (the “Great Lakes Acquisition”) on March 1, 2025; and our Jacksonville affiliate (the “Jacksonville Acquisition”) on
January 1, 2025. Acquisitions completed in 2025 accounted for $11.8 million in net service revenues for the year ended December 31, 2025. We completed
two acquisitions in 2024: the personal care business of Curo Health Services, LLC, a Delaware limited liability company that does business as Gentiva,
consisting of certain equity interests and assets and liabilities, on December 2, 2024 (collectively, the “Gentiva Acquisition”), and Upstate Home Care
Solutions (the “Upstate Acquisition”) on March 9, 2024. Acquisitions completed in 2024 accounted for $22.6 million in net service revenues for the year
ended December 31, 2024.
 
Our active pipeline and strong financial position support additional acquisitions. With rising consolidation pressures in the industry, our focus is
on identifying growing markets with favorable demographics in states that are fiscally well managed and have a reasonable minimum wage environment
and where we have the potential to become one of the leading providers in the state in order to support our managed care organization strategy. We believe
our experience identifying and executing on opportunities generated by our acquisition pipeline, as well as our history of integrating acquisitions, will lead
to additional growth.
 
Our Services
 
We operate three business segments: personal care, hospice and home health. Without our services, many of our consumers would be at increased
risk of hospitalization or placement in a long-term care institution.
 
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Personal Care
 
Our personal care segment provides non-medical assistance with activities of daily living, primarily to persons who are at increased risk of
hospitalization or institutionalization, such as the elderly, chronically ill or disabled. The services we provide include assistance with bathing, grooming,
oral care, feeding and dressing, medication reminders, meal planning and preparation, housekeeping and transportation services. Many consumers need
such services on a long-term basis to address chronic or acute conditions. Our personal care segment also includes staffing services, with clients including
assisted living facilities, nursing homes and hospice facilities. Each payor client establishes its own eligibility standards, determines the type, amount,
duration and scope of services, and establishes the applicable reimbursement rate in accordance with applicable laws, regulations or contracts.
 
Hospice
 
Our hospice segment provides physical, emotional and spiritual care for people who are terminally ill as well as related services for their families.
The hospice services we provide include palliative nursing care, social work, spiritual counseling, homemaker services and bereavement counseling.
Generally, patients receiving hospice services have a life expectancy of six months or less.
 
Home Health
 
Our home health segment provides services that are primarily medical in nature to individuals who may require assistance during an illness or
after hospitalization and include skilled nursing and physical, occupational and speech therapy. We generally provide home health services on a short-term,
intermittent or episodic basis to individuals, typically to assist patients recovering from an illness or injury.
 
We measure the performance of each segment using a number of different metrics. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Results of Operations” for information regarding the Company’s segment metrics.
 
Our Payors
 
Our payor clients are principally federal, state and local governmental agencies and managed care organizations. The federal, state and local
programs under which the agencies operate are subject to legislative, administrative and budgetary restrictions, changes and other risks that can influence
reimbursement rates. Managed care organizations that effectively operate as an extension of government payors are subject to similar economic pressures.
Our commercial insurance payor clients are typically for-profit companies and are continuously seeking opportunities to control costs.
 
Most of our services are provided pursuant to agreements with state and local governmental social and aging service agencies. These agreements
generally have an initial term of one to two years and may be terminated with 60 days’ notice. They are typically renewed for one to five-year terms,
provided that we have complied with licensing, certification and program standards, and other regulatory requirements. Reimbursement rates and methods
vary by state and service type, but are typically based on an hourly or unit-of-service basis. Managed care organizations are a significant portion of our
personal care segment payor mix as a result of states shifting from administering fee-for-service programs to utilizing managed care models. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview” for our revenue mix by payor type.
 
Competition
 
We believe our industry is highly competitive, fragmented and market specific. Each local market has its own competitive profile, and no single
competitor has significant market share across all of our markets. Other providers, entities and individuals in the communities we serve provide services
similar to those we offer. Our competition consists of personal care service providers, home health providers, hospice providers, private caregivers, publicly
held companies, privately held companies, privately held single-site agencies, hospital-based agencies, not-for-profit organizations, community-based
organizations, managed care organizations and self-directed care programs. Some of our competitors and/or competitive care models may have greater
financial, technical, political and marketing resources, as well as name recognition with consumers and payors. We have experienced, and expect to
continue to experience, competition from new entrants into our markets. Increased competition may result in pricing pressures, loss of or failure to gain
market share or loss of consumers or payors, any of which could harm our business.
 
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Our strategies are designed to help our service lines remain competitive. Factors that impact our competitive position include the quality of care
and services we provide, our ability to attract and retain caregivers and other personnel, our relationships with potential referral sources and our ability to
retain and renew our contracts with payors and enter into new contracts on favorable terms. Increased consolidation among payors has increased payor
bargaining power. Laws and regulations may also impact our contract terms or ability to contract with third-party payors, such as state laws that permit
payors to guide patients to particular providers and eliminate restrictions on placing providers into preferred tiers. Trends toward clinical and pricing
transparency may also impact our competitive position, ability to obtain and maintain favorable contract terms and consumer volumes. The current federal
administration has signaled its commitment to advancing price transparency initiatives, including through an executive order issued in February 2025
addressing implementation and enforcement of price transparency rules.  A number of states have adopted their own healthcare price transparency
requirements. The Centers for Medicare & Medicaid Services (“CMS”) websites make available to the public data submitted by home health agencies,
hospices and other Medicare-certified providers in connection with Medicare reimbursement claims, including performance data on quality measures and
patient satisfaction. In addition, federal and state regulations, including state certificate of need (“CON”) laws, which limit the expansion of healthcare
facilities or services, may affect the competitive landscape. Changes in licensure or other laws and regulations and recognition of new provider types or
payment models could also impact our competitive position.
 
Sales and Marketing
 
We focus on initiating and maintaining working relationships with state and local governmental agencies responsible for the oversight and
provision of the services we offer. We target these agencies in our current markets and in geographical areas that we have identified as potential markets for
expansion. We also seek to identify service needs or changes in the service delivery or reimbursement systems of governmental entities and attempt to work
with and provide input to the responsible government personnel, provider associations and consumer advocacy groups.
 
We also focus on establishing new and maintaining existing referral relationships with various managed care organizations that contract with the
states to service the Medicaid programs. We believe these relationships are necessary to generate continued referrals of new clients in markets we serve.
 
We receive substantially all of our personal care consumers through third-party referrals, including state departments and local government
agencies on aging, social services, rehabilitation, mental health and children’s services, managed care organizations and the Veterans Health
Administration. Generally, family members of potential consumers are made aware of available in-home services or alternative living arrangements
through state or local case management systems, which may be operated by governmental or private agencies.
 
In addition, we provide ongoing education and outreach in our target communities in order to inform the community about state and locally-
subsidized care options and to communicate our role in providing quality personal care services. We also utilize consumer-directed sales, marketing and
advertising programs designed to attract consumers.
 
With respect to our hospice and home health patients, we receive substantially all of our referrals through other healthcare providers, such as
hospitals, physicians, nursing homes and assisted living facilities. We have a team of community liaisons in our hospice and home health operations that
educate and develop relationships with other healthcare providers and the community at large.
 
Payment for Services
 
Substantially all of the reimbursement we receive for services we provide comes from federal, state and local government programs, such as
Medicare, Medicaid and other state programs, managed care organizations and the Veterans Health Administration. In addition, we are reimbursed by
commercial insurance and private pay consumers. Depending on the type of service, coverage for services may be predicated on a case manager, physician
or nurse determination that the care is necessary or on the development of a plan for care in the home.
 
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Medicare
 
Medicare is a federal program that provides medical insurance benefits to persons aged 65 or older, some disabled persons, persons with end-stage
renal disease and persons with amyotrophic lateral sclerosis. Each of our hospice and home care agencies must comply with the extensive conditions of
participation in the Medicare program in order to continue receiving Medicare reimbursement.
 
In addition to the reimbursement adjustments and policies discussed below, the Budget Control Act of 2011 requires automatic spending
reductions to reduce the federal deficit, resulting in a uniform percentage reduction across all Medicare programs of 2%. These cuts continue through the
first eleven months of federal fiscal year 2032.
 
Hospice
 
Medicare beneficiaries who have a terminal illness and a life expectancy of six months or less may elect to receive hospice benefits (i.e., palliative
services for management of a terminal illness) in lieu of standard Medicare coverage for treatment. Hospice services are paid under the Medicare Hospice
Prospective Payment System (“HPPS”), under which CMS sets a daily rate for each day a patient is enrolled in the hospice benefit. The daily rate depends
on the level of care provided to a patient (routine home care, continuous home care, inpatient respite care, or general inpatient care). CMS requires hospice
providers to submit quality reporting data each year and updates hospice payment rates annually using a market basket index. Hospices that do not satisfy
quality reporting requirements are subject to a 4 percentage point reduction to the market basket percentage update. Additionally, hospice providers are
subject to two specific payment limit caps under the Medicare program each federal fiscal year: the inpatient cap and the aggregate cap.
 
Home Health
 
CMS reimburses home health agencies under a prospective payment system, paying a national, standardized 30-day period payment rate if a
period of care meets a threshold of home health visits. The daily home health payment rate is adjusted for case-mix and area wage levels. CMS uses the
Patient-Driven Groupings Model (“PDGM”) as the case-mix classification model to place periods of care into payment categories, classifying patients
based on clinical characteristics. An outlier adjustment may be paid for periods of care in which costs exceed a specific threshold amount. CMS updates
home health payment rates annually using a market basket index. Home health agencies that do not submit required quality data are subject to a 2
percentage point reduction to the market basket update. Under the Home Health Value-Based Purchasing (“HHVBP”) Model, home health agencies receive
increases or reductions to their Medicare fee-for-service payments of up to 5%, based on performance against specific quality measures relative to the
performance of other home health providers. Data collected in each performance year impacts Medicare payments two years later.
 
Medicare requires home health agencies to submit a one-time Notice of Admission (“NOA”) for each patient that establishes that the beneficiary
is under a Medicare home health period of care. Failure to submit the NOA within five calendar days from the start of care date will result in a reduction to
the 30-day period payment amount for each day from the start of care date until the date the NOA is submitted.
 
Medicaid
 
Medicaid is a state-administered program that provides certain social and medical services to qualifying low-income individuals and is jointly
funded by the federal government and individual states. The federal government pays a percentage match for state Medicaid expenditures that varies by
state and other factors, with no pre-set limit on federal spending. Reimbursement rates and methods vary by state and service type, but are typically based
on an hourly or unit-of-service rate. Rates are subject to adjustment based on statutory and regulatory changes, administrative rulings, government funding
limitations and interpretations of policy by individual state agencies. Within guidelines established by federal statutes and regulations, and subject to
federal oversight, each state establishes its own eligibility standards, determines the type, amount, duration and scope of services, sets the rate of payment
for services and administers its own program. Most states currently provide coverage for hospice services and HCBS for seniors and people with
disabilities, although federal regulations do not require states to cover these services. In contrast, federal Medicaid rules generally require states to cover
certain home health services (part-time or intermittent nursing services, home health aide services, and medical supplies, equipment and appliances),
although other home health services, such as occupational therapy, physical therapy, and speech therapy are optional. States must cover more extensive
home health services for some children and young adults with complicated medical conditions. Services offered through a Medicaid state plan must be
offered to all eligible individuals, but services provided under waivers may be restricted to specific groups. In addition, states may limit the number of
people receiving waiver services.
 
 
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Payment models vary by state. Home health services are often reimbursed by state Medicaid programs on a fee-for-service basis. For hospice
services, the state pays an amount for each day that a beneficiary is under the care of a hospice provider based on the type and intensity of services
furnished. Many states have transitioned the administration of their Medicaid hospice and home health programs to managed care organizations in order to
effectively manage costs by making spending more predictable for states. Personal care services and other HCBS are largely reimbursed on a fee-for-
service basis. In states that deliver HCBS through managed care, reimbursement can be set as a percentage of the Medicaid fee-for-service rates or
otherwise tied to state fee-for-service schedules. Some states use supplemental payment arrangements to make additional payments to providers that are
separate from base payments and not specifically tied to an individual’s care. For example, some supplemental payments are intended to address the
difference between Medicaid fee-for-service payments and Medicare reimbursement rates, or payments under other state-specific programs. These
supplemental reimbursement arrangements are generally authorized by CMS for a specified period of time and require CMS’ approval to be extended.
 
The budget reconciliation legislation enacted on July 4, 2025, commonly known as the “One Big Beautiful Bill Act” (“OBBBA”), is expected to
decrease federal Medicaid spending, including as a result of changes to Medicaid eligibility policies and changes to Medicaid financing mechanisms, such
as limitations on provider tax arrangements. The federal government and many states are using or considering various strategies to reduce Medicaid
expenditures, and most states have adopted broad taxes on healthcare providers to fund the non-federal share of Medicaid programs. For states to be able to
draw down federal Medicaid matching funds based on the revenues from provider taxes, the taxes must satisfy federal requirements including that the taxes
be broad-based, uniform, and not hold taxpayers “harmless,” subject to limited exceptions. The OBBBA includes restrictions on provider tax arrangements
intended to reduce the federal matching funds received by state Medicaid programs. The OBBBA effectively prohibits states from establishing new
provider taxes or increasing rates of existing provider taxes, with greater restrictions in states that have expanded Medicaid, including states with waiver-
based expansions. In addition, the OBBBA limits the structure and applicability of provider taxes, such that some taxes on managed care organizations and
providers permitted prior to the enactment of the OBBBA are no longer permissible, subject to transition periods. The law also impacts state directed
payment (“SDP”) arrangements, as further discussed below.
 
Many states are facing increasing or evolving budgetary pressures, including as a result of the OBBBA and other recent federal actions. Because
most states must operate with balanced budgets and because the Medicaid program is often a state’s largest budget expenditure, many states have adopted,
or are considering, various strategies to reduce their Medicaid expenditures. State strategies to control Medicaid expenditures may include legislation
designed to reduce coverage, change patient eligibility requirements and/or enroll Medicaid recipients in managed care programs. Some states use, or have
applied to use, waivers granted by CMS to impose non-standard eligibility or enrollment restrictions, implement Medicaid expansion under the Patient
Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”), or otherwise
implement programs that vary from federal standards. For example, most states provide Medicaid HCBS through waivers that offer benefits targeted to
people in specific populations, such as adults over age 65 who have physical disabilities, and waiver coverage of different home care services varies by the
target population served.
 
In recent years, aspects of existing or proposed Medicaid programs have been subject to legal challenge, resulting in uncertainty. Federal
legislation and administrative policies that shape administration of the Medicaid programs at the state level are also subject to change. CMS administrators
may in the future make various changes impacting eligibility or enrollment conditions and other aspects of waiver programs. Reductions in federal
Medicaid funds and increases to state administrative burdens could have a significant impact on Medicaid programs, such as limitations on eligibility or
coverage, particularly if states are unable to offset federal funding reductions.
 
Medicare and Medicaid Managed Care
 
Managed Medicare, also known as Medicare Part C or Medicare Advantage, and managed Medicaid programs remain common strategies as the
federal and state governments seek to control healthcare costs. Under the Medicare Advantage program, the federal government contracts with private
health plans to provide members with Medicare benefits. In addition to covering Medicare Part A and Part B benefits, the plans may choose to offer
supplemental benefits, including in-home support services, and impose higher premiums and cost-sharing obligations.
 
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Managed Medicaid programs enable states to contract with private entities to handle program responsibilities like patient enrollment, care
management and claims adjudication. The states usually retain program responsibilities for financing, eligibility criteria and core benefit plan design.
Managed care is the predominant delivery system for Medicaid enrollees, with the majority of beneficiaries enrolled in managed care organizations. For
example, over three-quarters of Medicaid beneficiaries in Illinois are a part of the HealthChoice Illinois statewide managed care program, which is serviced
by various managed care organizations and includes senior citizens, adults with disabilities who are not eligible for Medicare, and dual eligibles receiving
certain long-term services and supports. States are increasingly using SDP arrangements to direct certain Medicaid managed care plan expenditures, and
states have converted supplemental payment programs to SDP arrangements, diverting previously available funding. SDP arrangements are subject to
approval by CMS and allow states to implement delivery system and provider payment initiatives by requiring Medicaid managed care organizations to pay
providers according to specific rates or methods. For example, SDP arrangements may require managed care plans to implement value-based purchasing
models or performance improvement initiatives or may direct managed care plans to adopt specific payment parameters, such as minimum or maximum fee
schedules for specific types of providers. SDP arrangements can be limited to a specific subset of providers, and providers that do not satisfy applicable
criteria may be ineligible for payments. The use and nature of SDP arrangements are subject to policy changes. For example, the OBBBA directs HHS to
revise regulations governing SDP arrangements by tying caps on total payment rates paid by Medicaid managed care organizations for hospital and other
specified services to Medicare payment rates instead of average commercial rates. CMS issued a final rule in May 2024 that revised SDP arrangement
requirements, including changes intended to help states use the arrangements to implement value-based payment arrangements and include non-network
providers in SDP arrangements. Further, the rule requires states to ensure each provider receiving an SDP attest by January 1, 2028, that they do not
participate in any arrangement that holds taxpayers harmless for the cost of a tax. The various elements of the rule take effect between issuance and early
2028.
 
Dual Eligibles
 
“Dual eligibles” are individuals who are eligible for both Medicare and Medicaid by virtue of their age or disability and low income. Most dual-
eligible individuals have full Medicaid benefits, covered either through Medicaid fee-for-service or Medicaid managed care, but some are partial-benefit
dual eligibles who are not eligible for full Medicaid benefits but receive assistance with Medicare premiums and, in some cases, cost-sharing. Most dual
eligibles have Medicare benefits separately covered under traditional Medicare or Medicare Advantage, but there are some single coverage arrangements
that provide both Medicare and Medicaid benefits under one program. Medicare is generally the primary payor for services covered by the Medicare
program, while Medicaid covers services not included in the Medicare benefit. The Medicare-Medicaid Coordination Office (“MMCO”) was established
within CMS to enhance access to services for dual-eligible individuals by improving coordination between the federal government and states. The MMCO
works with state Medicaid agencies, other federal and state agencies and other stakeholders to more effectively integrate benefits between Medicare and
Medicaid and to  improve care coordination, quality and cost-effectiveness. The MMCO and the CMS Innovation Center collaborate  to support care
coordination models for dually eligible individuals, including by implementing demonstration projects affecting reimbursement for services provided to
dual eligibles. Some members of Congress and the federal administration have raised potential changes such as requiring integrated Medicare and Medicaid
coverage for dual eligibles in a single plan or program.
 
Illinois Department on Aging
 
A significant amount of our net service revenues from our personal care segment are derived from one specific payor client, the Illinois
Department on Aging, which accounted for 18.1% and 21.0% of our net service revenues for 2025 and 2024, respectively. The Illinois Department on
Aging coordinates programs and community-based services intended to improve quality of life and preserve the independence of older individuals. The
Illinois Department on Aging is funded by Medicaid, Illinois’ Commitment to Human Services Fund and general revenue funds of the state of Illinois and
historically has received funding available under the federal Older Americans Act (“OAA”), although OAA funding expired in 2025. The Illinois
Department on Aging’s Community Care Program (“CCP”) provides adult day services, emergency home response, automated medication dispenser
services, and in-home services, which include personal care services, to individuals who are age 60 and over and meet other eligibility requirements. Some
of these services are provided through a Medicaid waiver granted by CMS.
 
Consumers are identified by “care coordinators” contracted independently with local organizations affiliated with the Illinois Department on
Aging. Once a consumer has been evaluated and determined to be eligible for a program, an assigned care coordinator refers the consumer to a list of
authorized providers, from which the consumer selects the provider. We provide our services in accordance with a care plan developed by the care
coordinator and under administrative directives from the Illinois Department on Aging. We are reimbursed on an hourly fee-for-service basis.
 
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Veterans Health Administration
 
The Veterans Health Administration operates the nation’s largest integrated healthcare system, with more than 1,300 healthcare facilities, and
provides healthcare benefits, including personal care, hospice and home health services, to eligible military veterans. The Veterans Health Administration
provides funding to regional and local offices and facilities that support the in-home care needs of eligible aged and disabled veterans. Services are funded
by local Veterans Medical Centers and the aid and attendance pension, which reimburses veterans for their otherwise unreimbursed health and long-term
care expenses. We currently have relationships and agreements with the Veterans Health Administration to provide personal care services in several states,
principally in Texas, New Mexico, Illinois and California.
 
Other
 
Other sources of funding are available to support personal care, hospice and home health services in different states and localities. For example,
many states appropriate general funds or special use funds through targeted taxes or lotteries to finance personal care services for senior citizens and
individuals with disabilities. Depending on the state, these funds may be used to supplement existing Medicaid programs or for distinct programs that serve
non-Medicaid eligible consumers.
 
Commercial Insurance
 
Health insurance coverage offered by private-sector insurance companies is the most common form of health coverage in the United States. Most
private plans have a managed care approach, involving a limited network of providers and attempting to control costs and utilization with strategies such as
financial incentives and utilization management. Most private health insurance plans cover the same types of services as Medicare, meaning long-term care
coverage under these plans is typically limited to skilled, short-term, medically necessary care. 
 
Long-term care insurance, which is separate from health insurance, is intended to cover costs of care associated with a chronic condition or
disability that requires extended or long-term care. Long-term care insurance policies may cover services provided in a variety of settings, and most
policies include benefits for in-home services. Policies are generally subject to dollar limitations on the amount of daily, weekly or monthly coverage
provided, and many policies have limits on the duration of coverage.
 
Private Pay
 
Our private pay services are provided on an hourly or type of services basis. Our rates are established to achieve a pre-determined gross margin,
and are competitive with those of other local providers. We bill our private pay consumers for services rendered weekly, bi-monthly or monthly. Other
private payors include some workers’ compensation programs/insurance and employers.
 
Value-Based Care Arrangements
 
There is a trend toward value-based purchasing of healthcare services across the industry among both governmental and commercial payors.
Generally, value-based care aims to hold providers accountable for delivering efficient, effective care by tying provider reimbursement to patient outcomes
or related measures. Value-based care arrangements vary in the method for determining payments and the level of risk assumed, among other factors. For
example, Medicare reimbursement may be adjusted based on quality and efficiency measures and/or compliance with quality reporting requirements. In
addition, CMS websites make available to the public data submitted by home health agencies, hospices, and other Medicare-certified providers in
connection with Medicare reimbursement claims, including performance data on quality measures and patient satisfaction. CMS uses quality information to
administer other value-based care models, such as the HHVBP Model, under which home health agencies receive increases or reductions to their Medicare
fee-for-service payments based on their performance against specific quality measures, relative to the performance of other home health agencies.
 
An accountable care organization (“ACO”), an example of a value-based care model, is a group of providers and suppliers that work together to
invest in infrastructure and redesign delivery processes to achieve high quality and efficient delivery of services. ACOs are intended to produce savings
through improved quality and operational efficiency. Medicare-approved ACOs that achieve quality performance standards established by HHS are eligible
to share in a portion of the amounts saved by the Medicare program. Under some payment tracks, ACOs may be required to pay shared losses if quality-
adjusted Medicare expenditures exceed an established benchmark.
 
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The CMS Innovation Center is responsible for establishing demonstration projects and other initiatives in order to identify, develop, test and
encourage the adoption of new methods of delivering and paying for health care that create savings under the Medicare and Medicaid programs, while
improving quality of care. In recent years, the CMS Innovation Center has implemented several bundled payment models, which are intended to lead to
high quality, more coordinated care at a lower cost. Providers participating in bundled payment initiatives receive one payment for services provided to
patients for certain medical conditions or episodes of care, accepting accountability for costs and quality of care. The CMS Innovation Center released a
new strategic direction in 2025, which continues to support the transition from Medicare fee-for-service models to value-based payment and care delivery
models. The new strategy is based on three pillars: promoting disease prevention, empowering individuals through information and processes, and driving
choice and competition in health care markets. The CMS Innovation Center indicated it will update existing value-based models and release new models
consistent with these pillars. Model reviews and new model designs may require that all alternative payment models involve downside risk and that a
growing proportion of Medicare and Medicaid beneficiaries are in global downside risk arrangements, among other requirements. The CMS Innovation
Center also indicated that it plans to test improvements in Medicare Advantage and Medicaid. Several state Medicaid programs and private third-party
payors are also increasingly employing alternative payment models, which may increasingly shift financial risk to providers or increase payments for
quality improvement. We expect value-based purchasing programs, including models that condition reimbursement on patient outcome measures, to
become more common with both governmental and non-governmental payors.
 
Insurance Programs and Costs
 
We maintain workers’ compensation, general and professional liability, cyber, automobile, directors’ and officers’ liability, fiduciary liability and
excess liability insurance. We offer various health insurance plans to eligible full-time and part-time employees. We believe our insurance coverage and
self-insurance reserves are adequate for our current operations. However, we cannot be certain that any potential losses or asserted claims will not exceed
such insurance coverage and self-insurance reserves.
 
Human Capital Management
 
The following is a breakdown of our part- and full-time employees, including the employees in our corporate support center, as of December 31,
2025:
 
 
 
Full-time
   
Part-time
   
Total
 
Caregivers and agency staff
   
5,290     
44,658     
49,948 
Corporate support centers
   
692     
19     
711 
 
   
5,982     
44,677     
50,659 
 
At Addus, our people are crucial to our mission. Our Addus CARES commitment to human capital excellence inspires a culture that attracts,
retains, and engages our employees to serve our important mission, and it is fundamental to our corporate philosophy.
 
Workforce Composition:
 
Our workforce is a dynamic and diverse assembly of talent. At the core of our operations is a dedicated team of 5,290 full-time caregivers, clinical
staff, and administrative employees. Complementing their efforts are 44,658 part-time caregivers and administrative employees. We offer flexibility in the
form of adaptable work options, which may not be as readily available in other industries. In our most recent annual employee engagement survey, our
workforce scored work-life balance at an 80% satisfaction rating.
 
We have over 700 administrative and professional employees at our two corporate support centers.
 
Approximately 17,468 or 34.5% of our total employees are represented by labor unions. We maintain strong working relationships with these
labor unions. We have numerous collective bargaining agreements with local affiliates of the Service Employees International Union (“SEIU”), which are
renegotiated from time to time.
 
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People Development and Experience:
 
We believe in a strong workplace culture focused on people development. We have named this initiative “Addus CARES”, which represents our
commitment to creating a culture that attracts, retains, and engages people to serve our important mission. We aspire to create a workplace that values and
listens to its employees, provides ample opportunities for their skills development, and effectively recognizes their achievements. By leveraging our People
Development and Experience Department, we aspire to create a workplace that values and listens to its employees, provides ample opportunities for their
skills development, and effectively recognizes their achievements throughout the employee life cycle.
 
Addus prioritizes a robust listening strategy that offers regular feedback opportunities throughout an employee’s tenure. We leverage tools such as
our annual engagement survey and a newly introduced innovative tool for conducting more effective one-on-one conversations between supervisors and
employees, allowing for more open communication and the opportunity to better address our employees’ needs and concerns.
 
Our dedication to workforce experience is also reflected in the breadth of our training programs and our ongoing commitment to employee
development, including our Ignite and Emerge employee development programs. Ignite equips new leaders with the necessary skills, tools, and resources to
lead within our organizational culture and values. Emerge cultivates future leaders, strengthening our future with a diverse internal leadership pipeline for
potential future promotions. Additionally, Addus deploys ongoing learning opportunities throughout the employee life cycle via the Addus Learning
Academy and clinical learning management systems. The Addus Learning Academy allows employees to access online resources needed to build and
enhance the important skills related to their respective roles at Addus and to provide beneficial soft-skills training for personal growth. Addus’ clinical
learning management systems provide a catalog of continuing learning opportunities for patient-facing employees to improve their clinical skills and
promote consistent, quality care.
 
We believe it is important to acknowledge our employees and managers who are carrying our mission and values forward every day, and we are
committed to fostering employee engagement through effective recognition programs and communications. The Addus Elite employee recognition
program consists of three levels of employee recognition: real-time peer-to-peer, quarterly company-wide, and annual Addus Elite Hall of Fame. All three
components are designed to recognize and celebrate the work our employees do daily. Additionally, we have focused our organizational communication
tools to disseminate vital company information more efficiently and effectively through the Addus Resource Center, AddusConnect, and Addus Ink. The
Addus Resource Center is a company information portal for on-demand company information. AddusConnect is a biweekly e-newsletter that succinctly
features important company updates, information, and resources. Addus Ink is a semi-annual publication that highlights local stories and news from around
the country that celebrate our mission and values.
 
Employee Welfare
 
As part of our commitment to providing high quality care and service to our clients and patients, while also promoting the health and well-being of
our employees, Addus takes a multifaceted approach to employee wellness and safety.
 
Through strategically designed benefit offerings, Addus provides access to healthcare coverage that balances the medical needs of our workforce
with affordability for our diverse employment populations. In addition, the company aims to assist in the financial well-being of our workforce through
company benefits such as early wage access programs, an employee discount marketplace, and educational resources for employees on financial well-
being. Addus offers a non-profit employee disaster relief fund program, Addus ACTS, that provides emergency financial grants for employees in need.
 
In addition, Addus maintains a structured workplace safety program throughout the employee life cycle that provides job-relevant education,
training, and skills focused on both the prevention of workplace injuries and improving awareness of mitigation efforts, should risks materialize on the job.
Through these comprehensive safety efforts, the Addus safety program enhances our ability to provide consistent and quality client care and service.
 
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Talent Acquisition
 
Talent acquisition is a strategic imperative of the company, and our Addus CARES culture is committed to attracting, retaining, and engaging
talent. Our commitment to talent acquisition is evident in both our internal mobility efforts and our external recruitment. Internally, the company provides a
tuition reimbursement program designed to encourage the continued educational pursuit of academic degrees that prepare employees for their next logical
internal career progression, or that improve their ability to perform their current role. Clinical ladder initiatives focus on clinical certification advancement
of existing employees. External recruitment has been bolstered by new investments in job search efforts, programmatic job advertising, and new
recruitment technologies, most recently with the introduction of an artificial intelligence (“AI”) powered conversation and scheduling assistant designed to
engage in real-time with potential job candidates. Recruitment strategies, including company-wide hiring events, local partnerships with colleges and
nursing schools, sponsored clinical rotations, and student scholarships have better positioned the company to attract top talent.
 
Technology
 
We currently utilize multiple applications to support our various lines of business and locations for patient accounting. Each application supports
its respective line of business and locations with administrative, office, clinical and operating information system needs, including compliance of our
operating systems with federal and state privacy, security and interoperability requirements. Each assists our staff in gathering information to improve the
quality of consumer care, optimize financial performance, promote regulatory compliance and enhance staff efficiency. Each application is hosted by the
vendor in a secure data center, which provides multiple redundancies for storage, power, bandwidth and security.
 
In order to comply with federal and state laws and regulations around EVV use, we utilize several different vendors and have built interfaces
between the EVV vendor and the patient accounting system utilized in the respective branch location. Our caregivers use a mix of Interactive Voice
Response (“IVR”) and mobile applications for EVV. In addition, we use these technologies to record basic information about each visit, record start and
end times for a scheduled shift, track mileage reimbursement, send text messages to the caregivers and communicate basic payroll information.
 
We license the Qlik Business Intelligence (“Qlik”) platform to provide historical, current, and forward-looking operational performance analysis.
We currently have our personal care and hospice segments integrated into Qlik. Qlik provides high-level historical and current analytical views to measure
performance against budget and deliver insight into the various factors driving our execution against our financial, operational, and compliance goals. This
analysis is available in summary and detailed views to accommodate user needs at all levels, from senior management to operators in the field.
 
We utilize the ADP Vantage Suite as our base human resources and payroll processing system and use their services and products to manage our
leave of absence processes, benefits, 401(k) and flexible spending account administration, garnishment services, payroll tax filings, ACA compliance and
filings, and time and attendance. For financial management, we utilize Oracle’s Planning Budgeting Cloud Service as our solution for budgeting,
forecasting, and financial reporting and Oracle Fusion for the general ledger, accounts payable and fixed assets.
 
Government Regulation
 
Overview
 
Our business is subject to extensive federal, state and local regulation. New laws and regulations, or changes to or new interpretations of existing
laws and regulations, may have a material impact on the scope of services offered (including the definition of permissible activities), the relative cost of
doing business, and the methods and amounts of payment for care by both governmental and other payors. In addition, differences among state laws may
impede our ability to expand into certain markets. If we fail to comply with applicable laws and regulations, we could suffer administrative civil or criminal
penalties, including substantial fines, the loss of our licenses to operate and the loss of our ability to participate in federal or state programs. In addition, the
healthcare industry has experienced, and is expected to continue to experience, extensive and dynamic change. It is difficult to predict the effect of these
changes on budgetary allocations and demand for our services.
 
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Medicare and Medicaid Participation
 
To participate in and qualify for reimbursement under Medicare, our home health agencies and hospices must enroll and comply with extensive
conditions of participation. Likewise, to participate in and qualify for reimbursement under Medicaid programs, our personal care services, hospices and
home health agencies are subject to various federal and state requirements. If we were to violate the applicable federal and state regulations governing
Medicare or Medicaid participation, we could be subject to substantial administrative, civil and criminal penalties, including exclusion from participation in
federal and state healthcare programs.
 
Developments in Healthcare Policy
 
The healthcare industry is subject to changing political, regulatory, economic and other influences at the federal and state level, along with
scientific and technological initiatives and innovations that may affect our business. The outcome of the 2024 federal elections has increased regulatory
uncertainty and the potential for significant policy changes. Actions by the executive branch have resulted in holds on or cancellations of congressionally
authorized spending as well as interruptions in the distribution of government funds. In addition, the executive branch has significant influence over
healthcare policy changes through government agency regulation. Federal agencies oversee, regulate and otherwise affect many aspects of our business,
including through Medicare and Medicaid policies, policies affecting the size of the uninsured population and interpretation and enforcement of fraud and
abuse laws. In March 2025, HHS announced a significant agency restructuring intended to reduce the HHS workforce and consolidate divisions of the
agency, including by integrating some functions of the Administration for Community Living, which administers programs that support older adults, into
other HHS agencies. HHS also announced a change in its policy on public participation in rulemaking that may negatively affect the ability of industry
participants to receive advance notice of and offer feedback on some policy changes. Regulatory uncertainty has also increased as a result of recent U.S.
Supreme Court decisions that increase judicial scrutiny of agency authority, shift greater responsibility for statutory interpretation to courts and expand the
timeline in which a plaintiff can sue regulators. These decisions may increase legal challenges to healthcare regulations and agency guidance and decisions,
and may result in inconsistent judicial interpretations and delays in and other impacts to the agency rulemaking and legislative processes.
 
In recent years, the U.S. Congress and certain state legislatures have introduced and passed a large number of proposals and legislation affecting
the healthcare system, including laws intended to reduce healthcare costs and government spending and increase or, more recently, decrease access to
health insurance. For example, the OBBBA includes several healthcare policy changes that are expected to decrease access to health insurance. Further,
healthcare providers may be significantly impacted by reforms to the Medicaid program, including changes resulting from legislation and administrative
actions at the federal and state levels. Changes at the federal level may impact funding for, or the structure of, the Medicaid program, including through
changes to Medicaid waiver programs, and may shape provider reimbursement rates, eligibility and coverage policies, waiver programs and other aspects
of the Medicaid program at the state level. For example, as further discussed in Item 1, “Business – Payment for Services – Medicaid Programs,” the
OBBBA includes provisions that are expected to result in Medicaid spending reductions and changes in administration of state Medicaid programs. The
law requires changes to Medicaid financing mechanisms, including limitations on provider tax arrangements, a mandate that HHS revise regulations
governing state-directed payment arrangements to cap total payment rates paid by Medicaid managed care organizations for specified services and
additional restrictions on federal funding for eligibility-related erroneous Medicaid payments. Some of these changes are intended to reduce the federal
matching funds received by state Medicaid programs. In addition, the OBBBA limits Medicaid eligibility and increases administrative and financial
obligations for states and enrollees, particularly with regard to the Medicaid expansion population, which consists of low-income, non-elderly adults.
 
In addition to implementing changes mandated through legislation, CMS administrators may modify Medicaid payment models and may impose
new restrictions or grant states additional flexibility in the administration of state Medicaid programs. For example, in May 2024, CMS finalized a rule
intended to improve access to services and quality of care for Medicaid beneficiaries across fee-for-service and managed care delivery systems. The final
rule includes significant provisions related to HCBS, including the “80/20” or “payment adequacy” requirement, which will require states to ensure by mid-
2030 that at least 80% of all Medicaid payments a provider receives for homemaker, home health aide, and personal care services, less certain excluded
costs, under specified programs are spent on total compensation (including benefits) for direct care workers furnishing these services, rather than
administrative overhead or profit, subject to limited exceptions. The final rule includes several other measures intended to promote transparency and
enhance quality and access to services, including a variety of reporting requirements for states. Some states have adopted or may consider adopting similar
caregiver compensation restrictions. In addition, some states use, or have applied to use, waivers granted by CMS to impose different eligibility or
enrollment conditions, implement Medicaid expansion, or otherwise implement programs that vary from federal standards, such as HCBS waiver
programs. The Medicaid landscape is constantly evolving as federal and state governments consider and test various models of delivery and payment
system reform.
 
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The federal and state governments also continue to explore other payment and delivery system reform initiatives, including value-based
purchasing models and related initiatives that incentivize reporting of and improvements in quality of care and cost-effectiveness. The CMS Innovation
Center tests innovative payment and service delivery systems to reduce Medicare and Medicaid program expenditures while maintaining or enhancing
quality. For example, the CMS Innovation Center has established pilot programs that bundle acute care hospital services with physician services and post-
acute care services, which may include home health services for certain patients. In addition, the CMS Innovation Center collaborates with the Medicare-
Medicaid Coordination Office to support care coordination models for dually eligible individuals. Other congressional and administrative initiatives and
proposals have also focused on the dual-eligible population, including proposals to enroll all dual-eligible individuals in a single plan or program that
provides both Medicare and Medicaid benefits. Other industry participants, such as private payors and large employer groups and their affiliates, may
introduce or encourage additional financial or delivery system reforms. For example, in recent years, private and/or public payer policies have encouraged
or required enrollment in managed care programs, favored outpatient care over inpatient care, and resulted in provider consolidation.
 
There is also uncertainty regarding the potential impact of further health-related public policy developments at the federal and state levels. For
example, some members of Congress and the executive branch have raised potential measures that may impact our operations, such as those intended to
accelerate the shift from traditional Medicare to Medicare Advantage or eliminating some or all of the consumer protections established by the ACA.
 
Permits, Licensure and Certificate of Need
 
Our hospice, home health and personal care services are authorized and/or licensed in accordance with various state and local requirements, which
also address a variety of operational issues including standards for the provision of medical or care services, clinical records, personnel, infection control
and care plans. Additionally, healthcare professionals at our agencies are required to be individually licensed or certified under state law. Although our
personal care service caregivers are generally not subject to licensure requirements, certain states require them to complete varying degrees of pre- and
post-employment training programs, continuing education, background checks and maintain state certification. We believe we are currently licensed
appropriately as required by the laws of the states in which we operate in all material respects, but additional licensing requirements may be imposed upon
us in existing markets or markets that we enter in the future.
 
Some states also require a provider to obtain a CON or permit of approval before establishing, constructing, acquiring or expanding certain health
services, operations or facilities or making certain capital expenditures. These CON requirements, which are intended to avoid unnecessary duplication of
services, generally require a state health planning agency to determine that a need exists for the project before granting approval. Failure to obtain
necessary state approvals or provide required notices may result in the inability to expand services or facilities, complete an acquisition or expenditure or
change ownership or other penalties.
 
Fraud and Abuse Laws
 
The laws and regulations governing our operations, including the terms of participation in Medicare, Medicaid and other government programs,
impose certain requirements and limitations on our operations, business arrangements and our interactions with providers and consumers. These laws
include, but are not limited to, the federal Anti-Kickback Statute, the federal Stark Law, the federal False Claims Act (“FCA”), the federal Civil Monetary
Penalties Law, other federal and state fraud and abuse, insurance fraud, and fee-splitting laws, which may extend to services reimbursable by any payor,
including private insurers.
 
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The fraud and abuse laws and regulations to which we are subject include but are not limited to:
 
 
•
The federal Anti-Kickback Statute, which prohibits providers and others from directly or indirectly soliciting, receiving, offering or
paying any remuneration with the intent of generating referrals or orders for services or items covered by a federal healthcare program.
Courts have interpreted this statute broadly and held that there is a violation of the Anti-Kickback Statute if just one purpose of the
remuneration is to generate referrals.
 
 
•
The federal physician self-referral law, commonly known as the Stark Law, which prohibits physicians from referring Medicare and
Medicaid patients to healthcare entities in which they or any of their immediate family members have ownership interests or other
financial arrangements, if these entities provide certain “designated health services” (including home health services) reimbursable by
Medicare or Medicaid, unless an exception applies. The Stark Law also prohibits entities that provide designated health services
reimbursable by Medicare and Medicaid from billing the Medicare and Medicaid programs for any items or services that result from a
prohibited referral and requires the entities to refund amounts received for items or services provided pursuant to the prohibited referral
on a timely basis.
 
 
•
The federal FCA and similar state laws that govern the submission of claims for reimbursement and prohibit the making of false claims
or statements. The government may use the FCA to prosecute Medicare and other government program fraud in areas such as coding
errors and billing for services not provided. Among the many other potential bases for liability is the knowing and improper failure to
report and refund amounts owed to the government within 60 days of identifying an overpayment. Submission of claims for services or
items generated in violation of the Anti-Kickback Statute constitutes a false or fraudulent claim under the FCA. The federal government
has taken the position, and some courts have held, that providers who allegedly have violated other statutes, such as the Stark Law, have
thereby submitted false claims under the FCA. The FCA may be enforced directly by the federal government or by a whistleblower on
the government’s behalf.
 
 
•
The federal Civil Monetary Penalties Law, which prohibits, among other conduct, offering remuneration to influence a Medicare or
Medicaid beneficiary’s selection of a healthcare provider, contracting with an individual or entity known to be excluded from a federal
healthcare program, billing for services not rendered or for medically unnecessary services, misrepresenting actual services rendered in
order to obtain higher reimbursement, and the failure to return overpayments in a timely manner.
 
 
•
State anti-kickback and self-referral provisions, false claims laws, insurance fraud laws, and fee-splitting laws. The scope and
interpretation of these state laws vary, and in some cases apply to items or services reimbursed by any payor, including patients and
commercial insurers. For instance, the Illinois Insurance Claims Fraud Prevention Act penalizes the knowing offer or payment of
remuneration to induce a person to procure clients or patients under a contract of insurance, including commercial insurance plans. Some
state laws include whistleblower provisions, allowing for enforcement by private parties on the government’s behalf.
 
Penalties for violation of various fraud and abuse laws or other failure to substantially comply with the numerous conditions of participation in the
Medicare or Medicaid programs may result in criminal penalties, civil sanctions, including substantial civil monetary penalties, and exclusion from
participation in federal healthcare programs, including Medicare and Medicaid.
 
Payment Integrity
 
We are subject to routine and periodic surveys and audits by various governmental agencies and other payors. From time to time, we receive and
respond to survey reports containing statements of deficiencies. Periodic and random audits conducted or directed by these agencies could result in a delay
in receipt or an adjustment to the amount of reimbursements due or received under federal or state programs and could result in referrals to other agencies
to investigate and/or prosecute potential fraud or abuse.
 
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CMS and state Medicaid agencies contract with third parties to promote the integrity of the Medicaid and Medicare programs through reviews of
quality concerns and detections and corrections of improper payments. For example, CMS and state Medicaid agencies contract with recovery audit
contractors (“RACs”) on a contingency fee basis to conduct post-payment reviews to detect and correct improper payments in the Medicare and Medicaid
programs. RACs review claims submitted to these programs for billing compliance, including correct coding and medical necessity.  States may coordinate
with Medicaid RACs regarding recoupment of overpayments and refer suspected fraud and abuse to appropriate law enforcement agencies. In addition,
CMS engages unified program integrity contractors (“UPICs”) to perform proactive analysis, audits, investigations and other program integrity functions
across the Medicare and Medicaid programs, with the goal of identifying and deterring fraud and abuse to avoid improper payments. Working across five
geographic jurisdictions, UPICs collaborate with states and coordinate provider investigations across the Medicare and Medicaid programs.
 
CMS is implementing a new payment integrity program, the Wasteful and Inappropriate Service Reduction (“WISeR”) model, in six states in
2026, including Arizona, Ohio, Texas and Washington. Under the WISeR model, CMS will contract with technology vendors tasked with using enhanced
technologies, including AI, to streamline medical necessity review for selected items and services under traditional fee-for-service Medicare. Providers will
be required to submit prior authorization requests for the selected items and services or claims will be subject to post-service, pre-payment medical review.
Participating technology vendors will receive a percentage of the cost savings resulting from their reviews, adjusted based on performance measures. The
model will run for six performance years.
 
From time to time, various federal and state agencies, such as HHS, issue guidance that identifies practices and provider types that may be subject
to heightened scrutiny, as well as practices that may violate fraud and abuse laws. We believe, but cannot assure you, that our operations comply with the
principles expressed by these agencies.
 
HIPAA and Other Privacy and Security, Data Exchange and AI Requirements
 
The Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and its implementing regulations require the use of
uniform electronic data transmission standards and code sets for certain healthcare claims and reimbursement payment transactions submitted or received
electronically. HIPAA extensively regulates the use, disclosure, confidentiality, availability and integrity of individually identifiable health information,
known as “protected health information,” and provides for a number of individual rights with respect to such information. As a “covered entity” subject to
HIPAA, we are required to maintain privacy and security policies, train workforce members, maintain physical, administrative, and technical safeguards,
enter into confidentiality agreements with vendors that handle protected health information (“business associates”), and permit individuals to access and
amend their protected health information. In addition, we must report any breaches of unsecured protected health information to affected individuals, to
HHS and, in situations involving large breaches, to the media. HIPAA violations may result in criminal penalties and significant civil penalties.
 
Other federal and state laws and regulations that apply to the collection, use, retention, protection, security, disclosure, transfer and storage of
personal information, including restrictions on the offshoring of data, and other processing of personal data may impose additional or inconsistent
obligations and/or result in additional penalties. For example, various state laws and regulations require us to notify affected individuals in the event of a
data breach involving individually identifiable information. Several states have passed or are considering comprehensive privacy legislation. Others have
enacted “offshoring” prohibitions that restrict the transfer, storage and access of patient data outside of the United States or North America. Providers
subject to those laws may not be able to rely on outside vendors who operate overseas to store or handle patient records. Further, several privacy bills have
been proposed at the federal level that may result in additional legal requirements that impact our business. Laws, regulations, regulatory guidance and
industry standards related to privacy, data protection, and security continue to evolve, often have far-reaching effects, could impact our operations, and
have required, and will continue to require, us to incur substantial expenses to comply, including costs associated with modifying our data processing
practices and policies.
 
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Healthcare providers and industry participants are also subject to a growing number of requirements intended to promote the interoperability and
exchange of patient health information, including prohibitions on information blocking. For example, certain healthcare providers and other entities are
subject to information blocking restrictions pursuant to the 21st Century Cures Act that prohibit practices that are likely to interfere with the access,
exchange or use of electronic health information, except as required by law or specified by HHS as a reasonable and necessary activity. Violations may
result in penalties or other disincentives. In July 2024, HHS finalized a rule establishing disincentives for information blocking by hospitals, clinicians
eligible for the Merit-based Incentive Payment System (“MSSP”) and ACOs, ACO participants, and ACO providers or suppliers under the MSSP.
 
We use AI in connection with recruitment and are considering other uses. The regulatory framework for AI is rapidly evolving as many federal
and state legislatures and agencies have adopted, introduced or are currently considering additional laws and regulations that impact the use of AI,
particularly in the employment and health care space. For example, California enacted Assembly Bill 3030, known as the Artificial Intelligence in Health
Care Services Bill (“AB 3030”), which requires that any health care facility using generative AI to create patient communications pertaining to patient
clinical information ensure that the communications include (i) a disclaimer that the communication was generated by generative AI and (ii) clear
instructions describing how a patient may contact a human health care provider or other appropriate person at the health care facility. Further, Texas
enacted the Texas Electronic Health Record Requirements Act, which allows healthcare practitioners to use AI for diagnostic purposes, including
recommendations on diagnosis or treatment, provided the practitioner is licensed, reviews all AI-generated records in accordance with Texas Medical
Board standards, and discloses AI use to patients. Additionally, existing laws and regulations may be interpreted in ways that could impact our use of AI.
The cost to comply with such laws and regulations could be significant and would increase our operating expenses. There is further uncertainty in the
effectiveness of state AI laws given the Executive Order issued on December 11, 2025, entitled “Ensuring a National Policy Framework for Artificial
Intelligence”, which directs federal regulators to challenge and preempt state laws that the administration views as obstructive to AI innovation. As a result,
implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the
impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate
how to respond to these laws or regulations.
 
Environmental, Health and Safety Laws
 
We are subject to federal, state and local regulations governing the storage, transport, use and disposal of hazardous materials and waste products.
In the event of an accident involving such hazardous materials, we could be held liable for any damages that result, and any liability could exceed the limits
or fall outside the coverage of our insurance. We may not be able to maintain insurance on acceptable terms, or at all.
 
In addition, we could be affected by climate change to the extent that climate change results in severe weather conditions or other disruptions
impacting the communities in which we conduct operations or adversely impacts general economic conditions, including in communities in which we
conduct operations. Moreover, legal requirements regulating greenhouse gas emissions or otherwise associated with the transition to a lower carbon
economy may increase in the future, which could increase our costs associated with compliance and otherwise disrupt and adversely affect our operations.
At the current time, our compliance with environmental legal requirements, including legal requirements relating to climate change, do not have a material
effect on our capital expenditures, financial results or operations, and we did not incur material capital expenditures for environmental matters during the
year ended December 31, 2025. However, it is possible that future environmental-related developments may impact us, including as a result of climate
change and/or new legal requirements associated with the transition to a lower carbon economy, in a manner that we are currently unable to predict.
 
Access to Public Filings
 
Through our website, www.addus.com, we make available, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In
addition to our website, the SEC maintains an internet site that contains our reports, proxy and information statements, and other information that we file
electronically with the SEC at www.sec.gov. The references to our website address in this Form 10-K do not constitute incorporation by reference of the
information contained on the website and should not be considered part of this document.
 
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ITEM 1A. RISK FACTORS
 
Any of the risks described below, and the risks described elsewhere in this Form 10-K, could have a material adverse effect on our business and
consolidated financial condition, results of operations and cash flows, cause the trading price of our common stock to decline and cause the actual
outcome of matters to differ materially from our current expectations as reflected in forward-looking statements made in this Form 10-K. The
considerations and risks that follow are organized within relevant headings but may be relevant to other headings as well. The risk factors described below
and elsewhere in this Form 10-K are not the only risks we face. Our business and consolidated financial condition, results of operations and cash flows
may also be materially adversely affected by factors that are not currently known to us, by factors that we currently consider immaterial or by factors that
are not specific to us, such as general economic conditions.
 
You should refer to the explanation of the qualifications and limitations on forward-looking statements under “Special Caution Concerning
Forward-Looking Statements.” All forward-looking statements made by us are qualified by the risk factors described below.
 
Risks Related to our Growth Strategy
 
Our growth strategy depends on our ability to manage growing and effectively integrating operations and we may not be successful in managing this
growth.
 
Our business plan calls for significant growth over the next several years through the expansion of our services in existing markets and the
potential establishment of a presence in new markets. This growth has placed and continues to place significant demands on our management team,
systems, internal controls and financial and professional resources. Meeting our growth plans requires us to continue to develop our financial control and
reporting system and could require us to incur expenses for hiring additional qualified personnel, retaining professionals to assist in developing the
appropriate control systems and expanding our information technology infrastructure. Our inability to effectively manage growth could have a material
adverse effect on our financial results.
 
Completed or future acquisitions, or growth initiatives, may be unsuccessful and could expose us to unforeseen liabilities.
 
Our growth strategy includes potential geographical expansion into new markets and the addition of new services in existing markets through the
acquisition of local service providers. These acquisitions involve significant risks and uncertainties, including difficulties assimilating acquired personnel
and other corporate cultures into our business, the potential loss of key employees or consumers of acquired providers, regulatory risks, the assumption of
liabilities, exposure to unforeseen liabilities of acquired providers and the diversion of the management team’s attention. In addition, our due diligence
review of acquired businesses may not successfully identify all potential issues. Further, following completion of an acquisition, we may not be able to
maintain the growth rate, levels of revenue, earnings or operating efficiency that we and the acquired business have achieved or might achieve separately.
The failure to effectively integrate future acquisitions could have a material adverse impact on our operations.
 
We have grown our business opportunistically through de novo offices and we may in the future selectively open new offices in existing and new
states. De novo offices involve risks, including those relating to licensing, accreditation, payor program enrollment, hiring new personnel, establishing
relationships with referral sources and delays or difficulty in installing our operating and information systems. We may not be successful in generating
sufficient business activity to sustain the operating costs of such de novo operations.
 
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We may be unable to pursue acquisitions or expand into new geographic regions without obtaining additional capital or consent from our lenders.
 
At December 31, 2025 and 2024, we had cash balances of $81.6 million and $98.9 million, respectively, and $124.3 million and $223.0 million,
respectively, of outstanding debt on our credit facility. After giving effect to the amount drawn on our credit facility, approximately $7.9 million of
outstanding letters of credit at each of December 31, 2025 and 2024, and borrowing limits based on an advanced multiple of Adjusted EBITDA (as defined
in the Credit Agreement), we had $517.7 million and $346.6 million available for borrowing under our credit facility as of December 31, 2025 and 2024,
respectively. Since our credit facility provides for borrowings based on a multiple of an Adjusted EBITDA ratio, any declines in our Adjusted EBITDA
would result in a decrease in our available borrowings under our credit facility.
 
We cannot predict the timing, size and success of our acquisition efforts, our efforts to expand into new geographic regions or the associated
capital commitments. If we do not have sufficient cash resources or availability under our credit facility, our growth could be limited unless we obtain
additional equity or debt financing. In the future, we may elect to issue additional equity securities in conjunction with raising capital, completing an
acquisition or expanding into a new geographic region. Such issuances could be dilutive to existing shareholders. In addition, our ability under our credit
facility to consummate acquisitions is restricted if we exceed certain Total Net Leverage Ratio (as defined in the Credit Agreement, and subject to
adjustments as provided therein) thresholds, without the consent of the lenders; provided, however, in certain circumstances, in connection with a Material
Acquisition (as defined in the Credit Agreement), we can elect to increase our Total Net Leverage Ratio compliance covenant for the then current fiscal
quarter and the three succeeding fiscal quarters. Further, our credit facility requires, among other things, that we are in pro forma compliance with the
financial covenants set forth therein and that no event of default exists before and after giving effect to any proposed acquisition. Our ability to expand in a
manner consistent with historic practices may be limited if we are unable to obtain such consent from our lenders.
 
Business Risks
 
Our financial results have been, and may continue to be, adversely impacted by negative macroeconomic conditions.
 
Economic conditions in the United States continue to be challenging in certain respects, including as a result of inflationary pressures, elevated
interest rates, challenging labor market conditions and potential adverse effects associated with current geopolitical conditions. Taking into account these
factors, we have incurred, and may continue to incur, increased competition for new caregivers and skilled healthcare staff, which will continue to impact
our ability to attract and retain new employees. Further, the inflationary conditions have resulted in, and may continue to result in, increased operating
costs, particularly as the result of increased wages we have paid and may continue to pay our caregivers and other personnel and our ability to attract and
retain personnel. We might not be able to realize rate increases from government programs and private payors, which represent most of our revenue, and
any rate increases obtained may not be sufficient to offset increases to operating expenses. Higher interest rates also raise our financing costs. These factors
had an unfavorable impact on our financial results during the year ended December 31, 2025, and may have an unfavorable impact on our financial results
in future periods which could be material. If economic conditions in the United States significantly deteriorate, any such developments could materially and
adversely affect our results of operations, financial position, and/or our cash flows. Negative macroeconomic conditions could also disrupt financial
markets and capital markets and the businesses of financial institutions, potentially causing a slowdown in the decision-making of these institutions. This
may affect the timing on which we may obtain any additional funding and there can be no assurance that we will be able to raise additional funds on terms
acceptable to us, if at all.
 
Moreover, there is ongoing uncertainty regarding the federal budget and federal spending levels, and we anticipate that the federal deficit, the
magnitude of Medicare and Medicaid expenditures and the aging of and health status trends within the U.S. population will continue to place pressure on
government healthcare programs. It is difficult to predict whether, when, or what additional deficit reduction initiatives may be proposed by Congress, but
it is possible that future deficit reduction legislation will mandate additional Medicare and/or Medicaid spending reductions. There is uncertainty regarding
the impact of any failure to increase the “debt ceiling,” and any U.S. government default on its debt could have broad macroeconomic effects. Further, any
shutdown of the federal government, failure to enact annual appropriations, hold on congressionally authorized spending or interruptions in the distribution
of governmental funds could adversely affect our financial results. States may also face significant fiscal challenges and revise their revenue forecasts and
adjust their budgets, and sales tax collections and income tax receipts could be depressed, which may place further pressure on government healthcare
program spending, among other effects.
 
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Timing differences in reimbursement may cause liquidity problems.
 
We fund operations primarily through the collection of accounts receivable, but there is a delay between the time that we provide services and the
time that we receive reimbursement or payment for these services. These delays may result from such factors as changes by payors to data submission
requirements, billing or audit procedures or other payor policies; requests by fiscal intermediaries for additional data or documentation; delays or issues
implementing reimbursement-related rules, such as periodic payment updates from government programs; other Medicare or Medicaid issues; information
system problems; or a government shutdown, failure to enact annual appropriations or other lapse in appropriations, holds on congressionally authorized
spending or interruptions in the distribution of governmental funds. Further, state budgets could be impacted by federal actions, including the OBBBA, and
to the extent economic conditions in the United States are challenging in 2026. As a result of fiscal challenges, various states may in the future delay
reimbursement, which would adversely affect our liquidity. In addition, from time to time, procedural issues require us to resubmit claims before payment
is remitted, which contributes to our aged receivables. Delays in receiving reimbursement or payments from Medicare, Medicaid and other payors may
adversely impact our working capital. As a result, working capital management, including prompt and diligent billing and collection, is an important factor
in our results of operations and liquidity. Our working capital management procedures may not successfully negate this risk.
 
We have been and may become the subject of surveys, audits and investigations by governmental agencies and private payors, which could have
adverse findings that may negatively impact our business.
 
We are and have been subject to  surveys, audits and investigations by various governmental agencies and their agents. In addition to surveys to
determine compliance with the conditions of participation, CMS has engaged a number of contractors (including Medicare Administrative Contractors
(“MACs”), RACs and UPICs) to conduct audits and investigations to evaluate billing practices and identify overpayments. In addition, individual states
have similar integrity programs, including Medicaid RAC Programs. In certain states in which we operate, payment of home health claims may be
impacted by the Review Choice Demonstration for Home Health Services, a program intended to identify and prevent fraud, reduce the number of
Medicare appeals, and improve provider compliance with Medicare program requirements.
 
Private third-party payors may also conduct audits and investigations, and we also perform internal audits and monitoring. These audits and
investigations can result and have resulted in recoupments by Medicare, state programs and other payors of amounts previously paid to us if it is
determined that we failed to comply with applicable laws, regulations or program requirements. Depending on the nature of the conduct found in such
audits and investigations and whether the underlying conduct could be considered systemic, the resolution of these audits and investigations could have a
material, adverse effect on our financial position, results of operations and liquidity.
 
Our revenues are concentrated in a small number of states, which makes us particularly sensitive to regulatory and economic changes in those
states.
 
Our revenues are particularly sensitive to regulatory and economic changes in states in which we generate a significant portion of our revenues
including Illinois, New Mexico and Texas. In 2025, we derived approximately 37.0% of our net service revenues from services provided in Illinois, 13.1%
from services provided in New Mexico and 15.2% from services provided in Texas. Because a substantial portion of our business is concentrated in a small
number of states, any change in the current demographic, economic, competitive or regulatory conditions in these states could have a disproportionately
negative impact on our business, financial condition or results of operations. Changes to the Medicaid programs in these states, including the OBBBA’s
mandated restrictions on Medicaid funding mechanisms, or other significant reductions in state expenditures for the types of services we provide could also
have a disproportionately adverse effect on our business, financial condition, results of operations or cash flows. It is difficult to predict whether these or
other states material to our operating results will experience changes or other challenges that negatively impact our ability to be adequately reimbursed for
our services.
 
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Future efforts to reduce the costs of the Illinois Department on Aging programs could adversely affect our service revenues and profitability.
 
For the years ended December 31, 2025 and 2024, we derived approximately 18.1% and 21.0%, respectively, of our revenue from the Illinois
Department on Aging programs. State government officials have in the past attempted, and in the future may attempt, to reduce government spending by
proposing changes aimed at reducing expenditures by this department. The nature and extent of any proposed future cost reduction initiatives is difficult to
predict. If future reforms impact the eligibility of consumers for services, the number of hours authorized or otherwise restrict services provided to existing
consumers, our service revenues, results of operations, financial position and growth may be adversely affected.
 
Failure to renew a significant payor agreement or group of related payor agreements may materially impact our revenue.
 
Each of our agreements is generally in effect for a specific term, but they are also generally terminable with 60 days’ notice. Our ability to renew
or retain our agreements depends on our quality of service, reputation and pricing, as well as other factors over which we have little or no control, such as
state appropriations and changes in provider eligibility requirements. Additionally, failure to satisfy any of the numerous technical renewal requirements in
connection with the proposals we submit for agreements could result in a proposal being rejected even if it contains favorable pricing terms. Failure to
obtain, renew or retain agreements with major payors may negatively impact our results of operations and revenue. We can give no assurance these
agreements will be renewed on commercially reasonable terms or at all.
 
Negative publicity or changes in public perception of our services may decrease consumer volumes and adversely affect our ability to receive
referrals, obtain new agreements and renew existing agreements, any of which could adversely affect our business.
 
Our success in receiving referrals, obtaining new agreements and renewing our existing agreements depends upon maintaining our reputation as a
quality service provider among governmental authorities, physicians, hospitals, discharge planning departments, case managers, nursing homes,
rehabilitation centers, advocacy groups, consumers and their families, other referral sources and the public. The HCBS Quality Measure Set, published by
CMS, is intended to promote more common and consistent use of nationally standardized quality measures within and across state HCBS programs. Use of
these HCBS measures by states, managed care organizations and other entities involved in HCBS is voluntary. In addition, the CMS websites make
publicly available certain data on home health agency and hospice performance on quality measures and patient satisfaction. Medicare reimbursement for
these provider types is tied to reporting of quality measures.
 
While we believe that the services that we provide are of high quality, if our quality measures, some of which are published online by CMS, are
deemed to be unsatisfactory or not of the highest value in relation to those of our competitors, our reputation could be negatively affected. Negative
publicity, changes in public perceptions of our services or government investigations of our operations could damage our reputation, hinder our ability to
receive referrals, retain agreements or obtain new agreements and discourage consumers from using our services. Increased government scrutiny may also
contribute to an increase in compliance costs. Any of these events could reduce consumer volumes and have a negative effect on our business, financial
condition and operating results.
 
Our business may be harmed by labor relations matters.
 
We are subject to a risk of work stoppages and other labor relations matters because our hourly workforce is highly unionized. As of December 31,
2025, 34.5% of our workforce was represented by labor unions. We have numerous agreements with local SEIU affiliates which are renegotiated from time
to time. These negotiations are often initiated when we receive increases in our hourly rates from various state agencies. Upon expiration of these collective
bargaining agreements, we may not be able to negotiate labor agreements on satisfactory terms with these labor unions. A strike, work stoppage or other
slowdown could result in a disruption of our operations and/or higher ongoing labor costs, which could adversely affect our business. Moreover, potential
changes to federal labor laws and regulations, could increase the likelihood of employee unionization activity and the ability of employees to unionize.
Labor costs are the most significant component of our total expenditures and, therefore, an increase in the cost of labor could significantly harm our
business.
 
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If we were required to write down all or part of our goodwill and/or our intangible assets, our net earnings and net worth could be materially
adversely affected.
 
Goodwill and intangible assets with finite lives represent a significant portion of our assets. Goodwill represents the excess of cost over the fair
market value of net assets acquired in business combinations. For example, if our market capitalization drops significantly below the amount of net equity
recorded on our balance sheet, it might indicate a decline in our fair value and would require us to further evaluate whether our goodwill has been impaired.
If as part of our annual review of goodwill and intangibles, we were required to write down all or a significant part of our goodwill and/or intangible assets,
our net earnings and net worth could be materially adversely affected, which could affect our flexibility to obtain additional financing. In addition, if our
assumptions used in preparing our valuations for purposes of impairment testing differ materially from actual future results, we may record impairment
charges in the future and our financial results may be materially adversely affected. We had $996.7 million and $970.6 million of goodwill and $102.4
million and $109.6 million of intangible assets recorded on our Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.
 
It is not possible at this time to determine if there will be any future impairment charge, or if there is, whether such charges would be material. We
will continue to review our goodwill and other intangible assets for possible impairment. We cannot be certain that a downturn in our business or changes
in market conditions will not result in an impairment of goodwill or other intangible assets and the recognition of resulting expenses in future periods,
which could adversely affect our results of operations for those periods.
 
If we fail to maintain an effective system of internal control over financial reporting, such failure could adversely impact our business and stock
price.
 
Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires our management to report on, and requires our independent
registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. Compliance with SEC regulations adopted
pursuant to Section 404 of the Sarbanes Oxley Act requires annual management assessments of the effectiveness of our internal control over financial
reporting. Compliance with Section 404(b) of the Sarbanes-Oxley Act has increased our legal and financial compliance costs making some activities more
difficult, time-consuming or costly and may also place strain on our personnel, systems and resources.
 
To the extent that we now or in the future have deficiencies in our internal control over financial reporting that are not remediated, our ability to
accurately and timely report our financial position, results of operations, cash flows or key operating metrics could be impaired, which could result in a
material misstatement in our financial statements, late filings of our annual and quarterly reports under the Exchange Act, restatements of our consolidated
financial statements or other corrective disclosures, or other material adverse effects on our business, reputation, results of operations, financial condition or
liquidity and could create a perception that our financial results do not fairly state our financial condition or results of operations, any of which could have
an adverse effect on the value of our stock.
 
Any increase in the volume of self-pay patients or deterioration in the collectability of patient responsibility accounts could adversely affect our
financial condition or results of operations.
 
The primary collection risks for our accounts receivable relate to uninsured consumers and consumer accounts for which the primary third-party
payor has paid the amount covered by the applicable agreement but consumer responsibility amounts (generally deductibles and copayments) remain
outstanding. Collections are impacted by the economic ability of consumers to pay and the effectiveness of our collection efforts. Our ability to collect
consumer responsibility accounts may be limited by statutory, regulatory and investigatory initiatives.
 
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Any increase in the volume of self-pay consumers or deterioration in collectability of uninsured, self-pay and other consumer responsibility
accounts could adversely affect our cash flows and results of operations. We may experience growth in total uncompensated care as a result of a number of
factors, including conditions impacting the overall economy. In recent years, federal and state legislatures have considered or passed various proposals
impacting the size of the uninsured population. For example, federal legislation temporarily enhanced subsidies available for purchasing coverage through
the ACA health insurance marketplaces, but these enhanced subsidies expired at the end of 2025. Their expiration is expected to adversely impact health
insurance exchange enrollment and increase the uninsured rate. The OBBBA is expected to further adversely affect the uninsured rate, including by
effectively ending automatic renewals of ACA marketplace coverage and by limiting Medicare and Medicaid eligibility based on immigration status and
other factors. Other legislative and regulatory initiatives related to health insurance, such as permitting the sale of insurance plans that lack currently
required consumer protections, could also increase rates of uninsured and underinsured individuals. It is difficult to predict what, whether and when
legislation and regulatory changes may be made in the future.
 
We may also be adversely affected by growth in consumer responsibility accounts as a result of increases in the adoption of health plan structures
that shift greater payment responsibility for care to individuals through greater exclusions and copayment and deductible amounts.
 
Regulatory Risks
 
Our hospice operations are subject to annual Medicare caps. If we exceed the caps, our business and consolidated financial condition, results of
operations and cash flows could be materially adversely affected.
 
Overall payments made by Medicare to each hospice provider number (generally corresponding to each of our hospice agencies) are subject to an
inpatient cap and an aggregate cap, which CMS sets each federal fiscal year. The inpatient cap limits the number of days of inpatient care for which
Medicare will pay to no more than 20% of total patient care days. The aggregate cap limits the amount of Medicare reimbursement a hospice may receive
each year, based on the number of Medicare patients served. If a hospice’s Medicare payments exceed its inpatient or aggregate caps, it must repay to
Medicare the excess amount. If payments received under any of our hospice provider numbers exceed these caps, we are required to reimburse Medicare
such excess amounts, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
 
Reductions in reimbursement and other changes to Medicare, Medicaid, and other federal, state and local medical and social programs could
adversely affect our consumer caseload, units of service, revenues, gross profit and profitability.
 
A significant portion of our caseload and revenues are derived from government healthcare programs, primarily Medicare and Medicaid. For the
year ended December 31, 2025, we derived approximately 39.3% of our net service revenues from state and local governmental agencies, primarily
through Medicaid state programs and 20.5% from Medicare. The Budget Control Act of 2011 (“BCA”) requires automatic spending reductions to reduce
the federal deficit, resulting in a uniform reduction across all Medicare programs of 2% per fiscal year that extends through the first eleven months of 2032.
It is difficult to predict whether, when, or what other deficit reduction initiatives may be proposed by Congress, but we anticipate that the federal deficit
will continue to place pressure on government healthcare programs and that future legislation may include additional Medicare spending reductions.
Legislation and administrative actions at the federal level may impact the funding for, or structure of, the Medicaid program, and may shape the
administration of the Medicaid program at the state level. For example, the OBBBA includes significant healthcare policy reforms that are expected to
result in Medicaid spending reductions and changes in administration of state Medicaid programs. The law makes significant changes to Medicaid
financing mechanisms, including restrictions intended to reduce the federal matching funds received by state Medicaid programs, such as limitations on
provider tax arrangements and SDP arrangements.
 
Many states in which we operate face budgetary challenges as a result of economic conditions, rising healthcare costs, the impact of OBBBA, and
other factors, and these budgetary pressures are creating additional uncertainty and may result in decreased spending, or decreased spending growth, for
Medicaid programs. The magnitude of the spending reductions anticipated as a result of the OBBBA may limit the ability of states to cover services and
result in significant reductions in access to care, especially for services such as HCBS that are optional under Medicaid. Budgetary shortfalls and funding
changes may affect our contracts and the reimbursement we receive, as governmental agencies generally condition their agreements upon a sufficient
budgetary appropriation.
 
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As federal healthcare expenditures continue to increase and as many state governments navigate budgetary pressures, federal and state
governments have made, and may continue to make, significant changes to the Medicare and Medicaid programs, including changes to reimbursement for
or coverage of items and services rendered to beneficiaries of such programs. Cost containment initiatives at the federal or state level have included, and in
the future may include, for example:
 
 
•
limiting increases in, or decreasing, reimbursement rates;
 
 
•
redefining eligibility standards or coverage criteria for social and medical programs or otherwise restricting the receipt of services under
those programs, including by limiting the number of people receiving waiver services;
 
 
•
eliminating or reducing the scope of coverage for optional Medicaid benefits;
 
 
•
increasing consumer responsibility, including through increased co-payment requirements;
 
 
•
decreasing benefits, such as limiting the number of hours of personal care services that will be covered;
 
 
•
changing reimbursement methodology and program participation eligibility;
 
 
•
slowing payments to providers;
 
 
•
increasing utilization of self-directed care alternatives or “all inclusive” programs;
 
 
•
shifting beneficiaries to managed care organizations; and
 
 
•
implementing demonstration projects and alternative payment models.
 
In addition, from time to time, Congress or CMS revises the reimbursement systems used to reimburse healthcare providers, which may result in
reduced Medicare and/or Medicaid payments. Delays or issues implementing reimbursement-related rules, including periodic payment updates for
government programs, and interruptions in the distribution of governmental funds, could have an adverse impact on our business.
 
If changes in Medicare, Medicaid or other state and local medical and social programs result in a reduction in available funds for the services we
offer, increased costs of providing services, a reduction in the number of beneficiaries eligible for our services or able to access our services, or a reduction
in the number of hours or amount of services that beneficiaries eligible for our services may receive, then our revenues and profitability could be negatively
impacted. Our profitability depends principally on the levels of government-mandated payment rates and our ability to manage the cost of providing
services. In some cases, commercial insurance companies and other private payors rely on government payment systems to determine payment rates and
policies. As a result, changes to government healthcare programs that reduce Medicare, Medicaid or other payments may negatively impact payments from
private payors, as well. Any reduction in reimbursements from governmental or private payors or policies that negatively affect utilization of our services,
such as the imposition of copayments or prior authorization requirements, could also materially adversely affect our profitability.
 
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Federal and state regulation may impair our ability to consummate acquisitions or open new agencies.
 
Federal and state laws and regulations may adversely impact our ability to acquire or open new start-up agencies, and the change of ownership
processes for Medicare, Medicaid and other payors can be complex. For example, a Medicare regulation known as the “36 Month Rule” restricts the
assumption by a new majority owner of a Medicare-certified home health agency or hospice provider’s Medicare provider agreement and billing privileges.
The 36 Month Rule applies if the acquired home health agency or hospice either enrolled in Medicare or underwent a change in majority ownership fewer
than 36 months prior to the acquisition, subject to certain exceptions. In such circumstances, the buyer must enroll as a new provider with Medicare. The 36
Month Rule can increase competition for acquisition targets that are not subject to the rule and may cause significant Medicare billing delays for the
purchases of home health agencies and hospices that are subject to the rule. Home health agencies and hospices undergoing changes of ownership are
considered a “high-risk” provider type, subjecting provider enrollment applications to increased scrutiny, which may result in delays in processing. Further,
in the past, CMS has limited enrollment of new home health agencies. If another moratorium is imposed on enrollment of new providers in a geographic
area we desire to service, our ability to expand operations may be impacted.
 
Our ability to expand operations in a state will also depend, where required, on our ability to obtain a state license to operate and, in some cases,
CON approval. States may limit the number of new licenses they issue or restrict changes of ownership of existing licensed entities. For example,
California law prohibits the California Department of Public Health from approving a change of ownership of a hospice agency license within five years of
its initial issuance. In addition, some states require healthcare entities to make disclosures to or receive approval from state attorneys general or other
designated entities in advance of sales or other transactions. The failure to obtain any required CON or license or other required approvals or make required
disclosure could impair our ability to operate or expand our business. The increasingly challenging regulatory environment may negatively impact our
ability to acquire healthcare businesses if they are found to have material unresolved compliance issues. Resolving any such issues and completing
applicable review or approval processes could significantly delay or prevent us from acquiring other businesses and increase our acquisition costs.
 
The implementation of alternative payment models and any increases in enrollment in Medicare Advantage or Medicaid managed care plans may
limit our market share and could adversely affect our revenues.
 
Many government and commercial payors have transitioned or are transitioning providers to alternative payment models that are designed to
promote cost-efficiency, quality and coordination of care. For example, ACOs incentivize hospitals, physician groups, and other providers to organize and
coordinate patient care while reducing unnecessary costs. Some states have implemented, or plan to implement, accountable care models for their Medicaid
populations. If we are not included in these programs, or if ACOs establish programs that overlap with our services, we risk losing market share. Further, if
we fail to effectively provide or coordinate the efficient delivery of quality services, our reputation may be negatively impacted, we may receive reduced
reimbursement amounts and we may owe repayments to payors, which could cause our revenues to decline.
 
We may be similarly impacted by increases in enrollment of Medicare and Medicaid beneficiaries in managed care plans, which are part of the
general shift away from traditional fee-for-service models. If more of our services are offered under Medicare Advantage or Medicaid managed care plans
in the future, we could experience reduced reimbursement, limited utilization, and increased competition for managed care contracts. These adverse effects
could also result from changes in federal and state laws, regulations and programs.
 
We cannot assure you that we will be successful in our efforts to be included in plan networks, that we will be able to secure favorable contracts
with all or some of the managed care organizations, that our reimbursement under these programs will remain at current levels, that the authorizations for
services will remain at current levels or that our profitability will remain at levels consistent with past performance. In addition, we may encounter
difficulties with operational processes, such as delays in authorizations for services, which may result in delays in service delivery to consumers or in
payment for services rendered. Difficulties with operational processes may negatively affect our revenue growth rates, cash flow and profitability for
services provided. Other alternative payment models may be presented by the government and commercial payors that subject our Company to financial
risk. It is difficult to predict the nature and success of any such models. We cannot predict at this time what effect alternative payment models may have on
our Company.
 
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Our industry is highly competitive, fragmented and market-specific.
 
The healthcare industry, including the long-term care industry, is highly competitive among service providers and care models for patients,
personnel and acquisitions. We compete with personal care service providers, hospice providers, home health providers, private caregivers, publicly held
companies, privately held companies, privately held single-site agencies, hospital-based agencies, not-for-profit organizations, community-based
organizations and self-directed care programs. Some of these providers and competitive care models may have greater financial, technical, political and
marketing resources, name recognition or a larger number of consumers and payors than we do. In addition, some of our competitors offer more services
than we do in the markets in which we operate. If consumers obtain services we do not offer from other providers, they may shift their preferences to those
providers for services we do provide. These competitive advantages may limit our ability to attract and retain referrals in local markets and to increase our
overall market share.
 
In some states, there are limited barriers to entry in providing personal care services. However, many states require entities to obtain a license
before providing home care services. Licensure is generally required of agencies providing home health and hospice services, though requirements vary by
state. Some states also require a provider to obtain a CON or other type of approval before establishing, purchasing, or expanding certain health services,
operations or facilities. CON restrictions may reduce the level of competition in a given industry or in a particular geographic region. Changes in licensure
and CON requirements and recognition of new provider types or payment models could remove or reduce barriers to entry. In addition, economic changes
such as increases in minimum wage and changes in Department of Labor rules can also impact the ease of entry into a market. For example, in July 2025,
the Department of Labor published guidance suspending enforcement of a 2013 final rule that expanded minimum wage and overtime protections to home
health aides. These and other factors affecting barriers to entry in a market may affect competition in the states in which we operate.
 
Often our contracts with payors are not exclusive. Local competitors may develop strategic relationships with referral sources and payors. Further,
consolidation within the payor industry, vertical integration efforts involving payors and healthcare providers, and cost-reduction strategies by payors
continue to increase, and there are increasing efforts by payors to influence the consumer’s choice of provider through the use of narrow networks or other
strategies. Legislative and regulatory initiatives, such as changes in state law eliminating restrictions on tiered networks and steering patients to particular
providers, may accelerate or otherwise impact these trends. In addition, competitors may offer new or enhanced services that we do not provide or be
viewed by consumers as a more desirable local alternative. These and other factors could impact our ability to contract with payors on favorable terms,
result in pricing pressures, loss of or failure to gain market share or loss of consumers or payors, or otherwise affect our competitive position, any of which
could cause a decline in revenue and negatively impact our results of operations.
 
Trends toward clinical and price transparency and value-based purchasing may have an impact on our competitive position, ability to obtain and
maintain favorable contract terms, and consumer volumes. For example, health insurers must provide online price comparison tools to help individuals get
personalized cost estimates for covered items and services. HHS also requires health insurers to publish online the charges negotiated with providers for
healthcare services. In addition, CMS websites make publicly available certain data on home health agency and hospice performance on quality measures
and patient satisfaction. It is unclear how price transparency requirements, value-based purchasing and similar initiatives will affect consumer behavior, our
relationships with payors, or our ability to set and negotiate prices, but our competitive position could be negatively affected if our prices are higher or
perceived to be higher than the prices of our competitors.
 
We expect these competitive trends to continue. We pursue various strategies intended to ensure our business is competitive, but the markets in
which we operate are fragmented and factors affecting competition may be market-specific, which may impact our ability to compete effectively. If we are
unable to compete effectively, consumers may seek services from other providers, which could have a negative impact on our business and results of
operations.
 
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If we fail to comply with the extensive laws and regulations governing our business, we could be subject to penalties or be required to make changes
to our operations, which could negatively impact our business and profitability.
 
Our industry is extensively regulated at the federal and state government levels. The laws and regulations governing our operations, along with the
terms of participation in various government programs, affect the way in which we do business, the services we offer, and our interactions with providers
and consumers. These legal and regulatory requirements relate to, among other matters:
 
 
•
facility and personnel licensure, certification and enrollment with government programs;
 
 
•
eligibility for services;
 
 
•
appropriateness and necessity of services;
 
 
•
adequacy and quality of services;
 
 
•
qualifications, training and supervision of personnel;
 
 
•
confidentiality, maintenance, interoperability, exchange and security of medical records and other health-related and personal
information, including information blocking, data breach, ransomware, identify theft and online tracking of personal information;
 
 
•
the provision of services via telehealth, including technological standards and coverage restrictions or other limitations on
reimbursement;
 
 
•
distribution, maintenance and dispensing of pharmaceuticals and controlled substances;
 
 
•
the development and use of AI and other predictive algorithms, including those used in clinical decision support tools;
 
 
•
environmental protection, health and safety;
 
 
•
relationships with physicians, other referral sources and recipients of referrals;
 
 
•
operating policies and procedures;
 
 
•
addition of, and changes to, facilities and services;
 
 
•
adequacy and manner of documentation for services provided;
 
 
•
billing and coding for services;
 
 
•
timely and proper handling of overpayments; and
 
 
•
debt collection and communications with consumers.
 
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These laws include, but are not limited to, the federal Anti-Kickback Statute, the federal Stark Law, the federal FCA, the federal Civil Monetary
Penalties Law, other federal and state fraud and abuse, insurance fraud, and fee-splitting laws, which may extend to services reimbursable by any payor,
including private insurers, the No Surprises Act, and federal and state laws governing the security and privacy of health information.
 
We currently have contractual relationships with current and potential referral sources and recipients, including hospitals and health systems,
skilled nursing facilities and certain physicians who provide medical director and clinical services to our Company. We attempt to structure our
relationships to meet applicable regulatory requirements, but we cannot provide assurance that every relationship is fully compliant. Further, we may fail to
discover instances of noncompliance by businesses we acquire.
 
If we fail to comply with applicable laws and regulations, which are subject to change, we could be subject to civil sanctions and criminal
penalties, including substantial monetary penalties, exclusion from participation in Medicare, Medicaid and other federal and state healthcare programs, the
suspension or revocation of licenses, we could face nonpayment or encounter delays in our ability to bill and collect for services provided, and we could be
subject to civil lawsuits, any of which could adversely affect our business, results of operations, or financial results. Actions taken against one of our
entities may subject our other entities to adverse consequences. While we endeavor to comply with applicable laws and regulations and government
program requirements, we cannot ensure you that our practices are fully compliant or that courts or regulatory agencies will not interpret those laws and
regulations in ways that will adversely affect our practices. Further, the laws and regulations and program requirements governing our business are subject
to change, interpretations may evolve and enforcement focus may shift. These changes could subject us to allegations of impropriety or illegality, require
restructuring of relationships with referral sources and recipients or otherwise require changes to our operations. Changes could also reduce authorizations
for services to be provided or result in reductions in consumer eligibility for our services, which could decrease our revenues and operating performance.
The costs of compliance with, and the other burdens imposed by, applicable laws and regulations and program requirements may be substantial and could
increase our operational costs, pose challenges for our management team, result in interruptions or delays in the availability of systems and/or result in a
patient volume decline, any of which could adversely affect our business.
 
Federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts throughout the healthcare industry.
We may face audits or investigations by government agencies or third parties, including under certain of our contractual relationships. An adverse outcome
under any such audit or investigation, a determination that we have violated applicable laws and regulations, or a public announcement that we are being
investigated for possible violations could result in liability, adverse publicity, and interruptions to payment, require us to change our operations and/or to
implement plans of correction for alleged deficiencies, and result in other negative consequences that could adversely affect our business, financial
condition, or results of operations.
 
We are subject to federal, state and local laws and regulations that govern our employment practices, including minimum wage, living wage, and
paid time-off requirements. Failure to comply with these laws and regulations, or changes to these laws and regulations that increase our
employment-related expenses, could adversely impact our operations.
 
We are required to comply with all applicable federal, state and local laws and regulations relating to employment, including OSHA requirements,
wage and hour and other compensation requirements (including disclosure requirements), employee benefits, providing leave and sick pay, employment
insurance, proper classification of workers as employees or independent contractors, immigration and equal employment opportunity laws. These laws and
regulations can vary significantly among jurisdictions and can be highly technical. Costs and expenses related to these requirements are a significant
operating expense and may increase as a result of, among other things, changes in federal, state or local laws or regulations, or the interpretation thereof,
requiring employers to provide specified benefits or rights to employees, increases in the minimum wage and local living wage ordinances, increases in the
level of existing benefits or the lengthening of periods for which unemployment benefits are available. Each of our subsidiaries that employ an average of
at least 50 full-time employees in a calendar year are required to offer a minimum level of health coverage for 95% of our full-time employees or be subject
to an annual penalty, for example. Since our personal care operations are concentrated in Illinois, New Mexico and Texas, we are also particularly sensitive
to changes in laws and regulations in these states. We may not be able to offset any increased costs and expenses. Furthermore, any failure to comply with
these laws, including even a seemingly minor infraction, can result in significant penalties which could harm our reputation and have a material adverse
effect on our business.
 
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In addition, individuals and entities excluded by the OIG from federal healthcare programs, including Medicare and Medicaid, are prohibited from
receiving payment from federal healthcare programs for any items or services they furnish, order or provide, and providers who employ or contract with
excluded individuals are subject to significant penalties. If we inadvertently hire or contract with an excluded person, or if any of our current employees or
contractors becomes an excluded person in the future without our knowledge, we may be subject to substantial civil penalties, including civil monetary
penalties, an assessment of up to three times the amount claimed and exclusion from the program, and may also face liability under the FCA.
 
Our business may be adversely impacted by changes and uncertainty in the healthcare industry, including healthcare public policy developments
and other changes to laws and regulations.
 
The healthcare industry is subject to changing political, regulatory and other influences. Federal agencies oversee, regulate and otherwise affect
many aspects of our business, including through Medicare and Medicaid policies, policies affecting size of the uninsured population, and enforcement and
interpretation of fraud and abuse laws. The outcome of the 2024 federal elections increased regulatory uncertainty and the potential for significant policy
changes. The President has issued executive orders that impact or may impact the healthcare industry, including an order establishing a presidential
advisory commission tasked with restructuring government agencies and reducing government expenditures, although this commission was disbanded in
mid-2025. Other actions by the executive branch have resulted in holds on or cancellations of congressionally authorized spending as well as interruptions
in the distribution of government funds. In addition, the executive branch has significant influence over healthcare policy changes through government
agency regulation. Federal agencies oversee, regulate and otherwise affect many aspects of our business, including through Medicare and Medicaid
policies, policies affecting the size of the uninsured population and interpretation and enforcement of fraud and abuse laws. In March 2025, HHS
announced a significant agency restructuring intended to reduce the HHS workforce and consolidate divisions of the agency, including by integrating some
functions of the Administration for Community Living, which administers programs that support older adults, into other HHS agencies. HHS also
announced a change in its policy on public participation in rulemaking that may negatively affect the ability of industry participants to receive advance
notice of and offer feedback on some policy changes. Regulatory uncertainty has also increased as a result of recent decisions issued by the U.S. Supreme
Court that affect review of federal agency actions. These decisions increase judicial scrutiny of agency authority, shift greater responsibility for statutory
interpretation to courts, expand the time period during which a plaintiff can sue regulators, and may result in inconsistent judicial interpretations and delays
in agency rulemaking processes. These decisions may increase legal challenges to healthcare regulations and agency guidance and decisions. Impacts of the
recent Supreme Court decisions could require us to make changes to our operations and have a material negative impact on our business.
 
The healthcare industry has been and continues to be impacted by healthcare reform efforts. Many recent reform initiatives have been focused on
reducing government spending and increasing or, more recently, decreasing access to health insurance. For example, the ACA expanded health insurance
coverage through a combination of public program expansion and private sector health insurance reforms. Changes in the law’s implementation,
subsequent legislation and regulations, state initiatives and other factors have affected and may continue to affect the number of individuals that elect to
obtain public or private health insurance or the scope of such coverage, if obtained, and may impact our payor mix. Other legislative and executive branch
initiatives related to health insurance, such as permitting the sale of insurance plans that lack currently required consumer protections, could significantly
affect insurance markets, including by increasing rates of uninsured and underinsured individuals and destabilizing markets. Reductions in the number of
insured individuals or the scope of insurance coverage, or an increase in patients covered under governmental health programs or other health plans with
lower reimbursement levels, may have an adverse effect on our business.
 
In addition, the Medicare and Medicaid programs are subject to change. For example, some members of Congress and the executive branch have
raised, and may in the future adopt, proposals intended to accelerate the shift from traditional Medicare to Medicare Advantage, restructure the Medicaid
program to give states a “block grant” or fixed amount of overall funding for their respective Medicaid programs, or to impose Medicaid spending caps
such as per beneficiary limits on federal contributions. Further, changes in governmental administration, including changes in agency structures and
staffing, such as reduction or elimination of personnel and agencies, may result in changes to established rulemaking conventions and timelines, including
for regularly-issued reimbursement rules, among other effects.
 
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Legislation and administrative actions at the federal level may impact funding for, or the structure of, the Medicaid program and may shape
administration of the Medicaid program at the state level, including through changes to waiver programs. For example, the OBBBA includes provisions
that are expected to result in Medicaid spending reductions and require changes in administration of state Medicaid programs, including limitations on
eligibility. The law requires changes to Medicaid financing mechanisms, including restrictions intended to reduce the federal matching funds received by
state Medicaid programs. The OBBBA could also impact the dual eligible population, including as a result of changes affecting enrollment pathways for
dual eligibles. It is difficult to predict the ultimate effects of the OBBBA, as it is a complex law that mandates various changes over time and we expect
additional rulemaking and guidance from federal agencies regarding implementation. However, reductions in federal matching funds and increased state
obligations and administrative burden could put pressure on state budgets, which could result in state limitations on Medicaid eligibility or coverage and
payment rate reductions, among other effects, particularly if states are unable to offset reductions in federal funding. Some states have trigger laws that
would end their Medicaid expansion or require other changes if the federal funding match rate is reduced or similar funding restrictions are imposed for
Medicaid expansion. Although most of these trigger laws are not directly implicated by the OBBBA, some states may nonetheless consider or make
changes to Medicaid expansion programs or other changes due to related budgetary pressures. In addition, CMS may impose new restrictions or grant
states additional flexibilities in the administration of state Medicaid programs. For example, in May 2024, CMS finalized a rule that requires states to
ensure by mid-2030 that at least 80% of all Medicaid payments a provider receives for homemaker, home health aide, and personal care services, less
excluded costs, under specified programs are spent on total compensation for direct care workers furnishing these services, subject to limited exceptions. If
implemented in its current form, the final rule could negatively impact our business and financial performance by, among other things, increasing our labor
costs. Reductions in coverage or payment rates, decreases in Medicaid enrollment, and other changes to state Medicaid programs could adversely affect our
business.
 
Other recent reform initiatives and proposals at the federal and state levels include those focused on price transparency and value-based pricing,
which may impact our competitive position, patient volumes, and the relationships between providers, patients, and payors. Other industry participants,
such as private payors and large employer groups and their affiliates, may introduce additional financial or delivery system reforms.
 
There is uncertainty regarding whether, when and what other public policy initiatives will be adopted by federal and state governments and/or the
private sector, the timing and implementation of any such efforts, and the impact of those efforts on providers as well as other healthcare industry
participants. It is difficult to predict the nature and/or success of current and future public policy changes, any of which may have an adverse effect on our
business, financial condition, and operating results.
 
The industry trend toward value-based payment models may negatively impact our revenues.
 
There is a trend toward value-based payment of healthcare services among both government and commercial payors. Generally, value-based care
programs tie payment to the quality and efficiency of care provided. For example, Medicare requires hospices and home health agencies to report certain
quality data in order to receive full reimbursement. Failure to report quality data or poor performance may negatively impact the amount of reimbursement
received. CMS publishes home health and hospice quality measure data online to allow consumers and others to search and compare data for Medicare-
certified providers. In addition, home health agencies receive, under the HHVBP Model, increases or decreases to their Medicare fee-for-service payments
of up to 5% based on performance against specific quality measures relative to the performance of other home health providers. Data collected in each
performance year impacts Medicare payments two years later.
 
CMS may establish new value-based purchasing programs affecting a broader range of providers, some of which may be mandatory. Initiatives
aimed at improving quality and cost of care include alternative payment models, such as ACOs and bundled payment arrangements. The strategic direction
announced by the CMS Innovation Center in 2025 continues to support the transition from Medicare fee-for-service models to value-based payment and
care delivery models. New models and modifications of existing models may include increased requirements for downside risks or require that some
financial risk shift to providers. There are also several state-driven value-based care initiatives. For example, some states have aligned quality metrics
across payors through legislation or regulation. Commercial payors are shifting toward value-based reimbursement arrangements as well.
 
We expect value-based payment programs, including programs that condition reimbursement on patient outcome measures, to become more
common and to involve a higher percentage of reimbursement amounts. It is unclear whether alternative models will successfully coordinate care and
reduce costs or whether they will decrease overall reimbursement. While we believe we are adapting our business strategies to compete in a value-based
reimbursement environment, we are unable at this time to predict how this trend will affect our results of operations. If we perform at a level below the
outcomes demonstrated by our competitors, fail to satisfy quality data reporting requirements, are unable to meet or exceed quality performance standards
under any applicable value-based models, or otherwise fail to effectively provide or coordinate the efficient delivery of quality healthcare services, our
reputation in the industry may be negatively impacted, we may receive reduced reimbursement amounts and we may owe repayments to payors, causing
our revenues, financial position, results of operations and cash flows to decline.
 
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Liability Risks
 
Our operations subject us to risk of litigation.
 
Operating in the healthcare and personal care services industries exposes us to an inherent risk of wrongful death, personal injury, professional
malpractice and other potential claims or litigation brought by our consumers and employees. From time to time, we are subject to claims alleging that we
did not properly treat or care for a consumer, that we failed to follow internal or external procedures, resulting in death or harm to a consumer, or that our
employees mistreated our consumers, resulting in death or harm. We are also subject to claims arising out of accidents involving vehicle collisions brought
by consumers whom we transport, from employees driving to or from home visits or other affected individuals. We may also be subject to lawsuits from
patients, employees and others exposed to contagious diseases in connection with the services provided by our workforce in client residences and third
party facilities. Some of the actions brought against us may seek large sums of money as damages and involve significant defense costs. Our professional
and general liability insurance may not cover all claims against us.
 
In addition, regulatory agencies have previously brought and may in the future initiate administrative proceedings alleging violations of statutes
and regulations arising from our services and seek to impose monetary penalties or other sanctions on us. We could be required to pay substantial amounts
to respond to regulatory investigations or, if we do not prevail, damages or penalties arising from these legal proceedings. We also are subject to potential
lawsuits under the federal FCA or other federal and state whistleblower statutes designed to combat fraud and abuse in our industry. These and other
similar lawsuits can involve significant defense costs, as well as significant monetary awards or penalties that may not be covered by our insurance. If our
third-party insurance coverage and self-insurance coverage reserves are not adequate to cover these claims, it could have a material adverse effect on our
business, results of operations and financial condition. Even if we are successful in our defense, lawsuits or regulatory proceedings could distract us from
running our business or damage our reputation.
 
Our insurance liability coverage may not be sufficient for our business needs.
 
Although we maintain insurance consistent with industry practice, the insurance we maintain may not be sufficient to satisfy all claims made
against us. We cannot assure you that claims will not be made in the future in excess of the limits of our insurance, and any such claims, if successful and in
excess of such limits, may have a material adverse effect on our business or assets. We utilize historical data to estimate our reserves for our insurance
programs. If losses on asserted claims exceed the current insurance coverage and accrued reserves, our business, results of operations and financial
condition could be adversely affected. Changes in our annual insurance costs and self-insured retention limits depend in large part on the insurance market,
and insurance coverage may not continue to be available to us at commercially reasonable rates, in adequate amounts or on satisfactory terms.
 
Data Security and Privacy Risks
 
Our business depends on the proper functioning, availability, and security of our information systems. Our operations may be disrupted if we are
unable to effectively integrate, manage and maintain the security of our information systems.
 
Our business depends on effective and secure information systems that assist us in, among other things, gathering information to improve the
quality of consumer care, optimizing financial performance, adjusting consumer mix, monitoring regulatory compliance and enhancing staff efficiency. The
software we license for our various patient information systems supports intake, personnel scheduling, office clinical and centralized billing and receivables
management in an integrated database, enabling us to standardize the care delivered across our network of offices and monitor our performance and
consumer outcomes. Information systems may be vulnerable to damage from a variety of sources, including telecommunications or network failures,
human acts and natural disasters. We rely on external service providers to provide continual maintenance, upgrading, and enhancement of our primary
information systems used for our operational needs, and we rely on various third-party technology platforms, which continue to grow in complexity and
scope. Failure to adequately and timely manage implementations of new technology, updates or enhancements of such platforms or interfaces between
platforms could place us at a competitive disadvantage, disrupt our operations, and adversely impact our business. We have a significant number of
administrative employees working remotely, increasing our dependence on systems that facilitate remote access to our system, and we may experience
increased risks as a result.
 
To the extent providers fail to support the software or systems we use, or if we lose our software licenses, our operations could be negatively
affected. Our business also depends on a comprehensive payroll and human resources system for basic payroll functions and reporting, payroll tax
reporting, managing wage assignments and garnishments. We rely on an external service provider, ADP, to provide continual maintenance, upgrading and
enhancement of our primary human resource and payroll systems. To the extent that ADP fails to support the software or systems, or any of the related
support services provided by them, our internal operations could be negatively affected.
 
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Our business supports the use of EVV to electronically collect visit information when our caregivers and providers deliver home care services.
Our solution uses a combination of IVR and GPS enabled smartphones to capture time in and time out, mileage and travel time, as well as the completed
care plan tasks. We license this software through CellTrak and partner with states that utilize other software. We rely on these vendors to provide continual
maintenance and enhancements, as well as security of any protected data. To the extent that our EVV vendors fail to support these processes, our internal
operations could be negatively affected. Under the 21st Century Cures Act, states must require the use of EVV for all Medicaid-funded personal care
services and home health services that require an in-home visit by a provider. States that failed to meet the deadlines for implementation are subject to
incremental reductions in federal Medicaid funding, which may negatively impact the reimbursement we receive for our services. In addition, if states
adopt new or modify existing standards for EVV that are not compatible with our operations, our internal operations could be negatively affected. Further,
to the extent that the EVV solutions that we use are determined to be noncompliant with federal or state EVV requirements, we could be subject to
penalties.
 
We have taken and continue to take precautionary measures designed to prevent problems that could affect our information systems. We have
implemented backup of our key information systems that is designed to allow our operations to failover to our geographically separate disaster recovery
datacenter with a quick return to operations for all sites and systems in the event our main datacenter becomes inoperable because of a natural disaster,
attacks or other cause. All of our sites and branch offices have redundant connections to our primary and backup datacenters using data lines and cellular
connections through VPN or MPLS. The key business functions for our main sites also have redundancies with key functions geographically split between
our two main facilities, should one not be available due to the above-mentioned scenarios. While we believe these measures are reasonable, no system of
information security is able to eliminate the risk of business disruptions, and we or our third-party vendors that we rely upon may experience system
failures.
 
If we experience a reduction in the performance, reliability, or availability of our information systems, our operations and ability to process
transactions and produce timely and accurate reports could be adversely affected. If we experience difficulties with the transition and integration of
information systems or are unable to implement, maintain, or expand our systems properly, we could suffer from, among other things, operational
disruptions, regulatory problems, and increases in administrative expenses. The occurrence of any system failure could result in harm to consumers,
interruptions, delays, the loss or corruption of data and cessations or interruptions in the availability of systems, all of which could have a material, adverse
effect on our financial position and results of operations and harm our business reputation.
 
A cyber-attack or security breach could cause a loss of confidential consumer data, give rise to remediation and other expenses, expose us to liability
under privacy laws, consumer protection laws, common law and other legal theories, subject us to litigation and federal and state governmental
inquiries, damage our reputation, result in interruptions or delays to services, adversely impact our financial results, and otherwise be disruptive to
our business.
 
We, directly and through our vendors and other third parties, collect and store sensitive information, including proprietary business information,
protected health information of our patients and personally identifiable information of our employees, patients and consumers. We rely extensively on
computer systems to manage clinical and financial data, to communicate with our consumers, payors, vendors and other third parties, and to summarize and
analyze our operating results. Our personnel use devices that store or transmit information integral to the provision of services, and we frequently exchange
clinical and financial data with third parties in connection with our routine operations and in order to meet our contractual and regulatory obligations. The
secure maintenance of this information and technology is critical to our business operations, and we are required to comply with the federal and state
privacy and security laws and requirements, including HIPAA and state privacy laws.
 
We have invested in security measures designed to protect against the threat of security breaches and cyber-attacks, as well as cybersecurity
systems, protocols and monitoring procedures. Each of these steps is intended to protect the confidentiality, integrity and availability of our data and the
systems and devices that store and transmit such data. Despite these efforts, our technology, and that of our third-party service providers, may fail to
adequately secure the protected health information, personally identifiable information and other sensitive information we create, receive, transmit and
maintain in our databases, compromising the privacy, integrity or availability of such information. Cybersecurity incidents involving us or our third-party
vendors could also disrupt information systems, devices or business, including by limiting our ability to provide various services. We may be at increased
risk because we outsource certain services or functions to, or have systems that interface with, third parties. These third parties may store or have access to
our data. The information systems of third parties are also subject to various risks, and a breach or attack affecting any of these third parties could harm our
business.
 
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The current cyber threat environment presents increased risk for all companies, including companies in our industry. Threats from malicious
persons and groups, new vulnerabilities and advanced new attacks against our, or our vendors’, information systems and devices create risk of
cybersecurity incidents, including ransomware, malware and phishing incidents, in which third parties attempt to fraudulently induce our employees or our
vendors’ employees into disclosing usernames, passwords or other sensitive information, which can in turn be used for unauthorized access to our or our
vendors’ systems. We are regularly the target of attempted cybersecurity and other threats that could have a security impact, and we expect to continue to
experience an increase in cybersecurity threats in the future, as the volume and intensity of cyber-attacks on healthcare entities and vendors continue to
increase. Furthermore, because the tools and techniques used in cyber-attacks change frequently and may not be immediately recognized, we may be
unable to anticipate techniques or implement adequate preventative measures, and we may experience or be affected by security or data breaches that
remain undetected for an extended time. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers
increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. The
rapid evolution and increased adoption of AI technologies internally and by our third-party vendors may intensify cybersecurity risks, including by making
cyber-attacks more difficult to detect, contain or mitigate. Internal access management failures or vulnerabilities in hardware, software or applications
could also result in the compromise of confidential data.
 
We continue to prioritize the development and enhancement of controls and processes designed to protect our business, information systems and
data from attack, damage or unauthorized access. As cyber threats continue to evolve and increase in volume and sophistication, we may be required to
expend significant additional resources to continue to enhance our protective measures or to investigate and remediate security incidents or vulnerabilities.
We may also be required to expend additional resources to comply with evolving federal and state requirements related to cybersecurity.
 
In spite of our policies, procedures and other security measures used to protect our computer systems and data, occasionally, we have experienced
breaches that have required us to notify affected consumers and the government, and we have worked with consumers and the government to resolve such
issues. Although, to date, no cyber-attack or other information or security breach has had a significant adverse impact on our business or results of
operations, there can be no assurance that our controls and procedures in place to monitor and mitigate the risks of cybersecurity threats will be sufficient
and/or timely and that we will not suffer material losses or consequences as a result of cyber-attacks or security breaches in the future. If we or any of our
third-party service providers or certain other third-parties are subject to cyber-attacks or experience security or data breaches in the future, this could result
in harm to consumers, interruptions and delays in services provided to consumers, loss, misappropriation, corruption, or unauthorized access of protected
patient medical data or other information subject to privacy laws, disruption to our information technology systems and/or business, the inability to access
data, reputational harm, or adverse impacts to our financial results. We may also be subject to litigation and governmental enforcement actions (including
under HIPAA and other applicable laws) as a result of cyber-attacks or security or data breaches, which could result in fines, settlement agreements,
corrective action plans, and of which could have a material adverse effect on our business, financial position and results of operations. Some state laws
provide a private right of action for data breaches, which may increase data breach litigation. In addition, any significant cybersecurity event may require us
to devote significant management time and resources to address and respond to any such event, interfere with the pursuit of other important business
strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate such events, remedy cybersecurity
problems, recover lost data, attempt to prevent future compromises and adapt systems and practices in response to such events.. Further, our insurance
coverage intended to address cybersecurity and data breach risks may not be sufficient to cover all losses or the types of claims that may arise.
 
Human Capital Risks
 
We may not be able to attract and retain qualified personnel or we may incur increased costs in doing so.
 
We must attract and retain qualified non-executive personnel in the markets in which we operate in order to provide our services. We compete for
personnel with other providers of social and medical services as well as companies in other service-based industries. As the labor market continues to be
tight and unemployment remains at low levels, the competition for employees has increased, which will continue to impact our ability to attract and retain
new caregivers. In addition, the competition for skilled healthcare staff has increased significantly, which continues to impact our ability to attract and
retain qualified skilled healthcare staff. Changes in immigration policies and enforcement, including the increased enforcement efforts, could further
exacerbate labor challenges, particularly with regard to the home health and personal care workforce. To the extent that the United States experiences low
unemployment levels and shortages of caregivers and skilled healthcare staff, it may continue to hinder our ability to attract and retain sufficient caregivers
and skilled healthcare staff to meet the continuing demand for both our non-clinical and clinical services. Staffing challenges may be exacerbated by the
imposition of minimum staffing requirements at the federal or state level. Increased staffing challenges have resulted in, and may continue to result in,
increased labor costs to satisfy our staffing requirements.
 
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We may not be able to offset higher labor costs by increasing the rates we charge for our services. In addition, if we fail to attract and retain
qualified and skilled personnel, our ability to conduct our business operations effectively and our results of operations would be harmed.
 
Competition may be greater for managers, such as regional and agency directors. Our ability to attract and retain personnel depends on several
factors, including our ability to provide employees with attractive assignments and competitive benefits and salaries. If we are unable to attract and retain
qualified personnel, we may be unable to provide our services, the quality of our services may decline, and we could lose consumers and referral sources.
 
We depend on the services of our executive team members.
 
Our success depends upon the continued employment of certain members of our executive team to manage several of our key functional areas,
including operations, business development, accounting, finance, human resources, marketing, information systems, contracting and compliance.
Moreover, the current competitive labor market may make it more difficult to retain or hire members of our executive team. The departure of any member
of our executive team may materially adversely affect our operations, and any replacement for a departed member of our executive team may be unable to
execute our strategies at the same level.
 
Risk Related to Our Indebtedness
 
Restrictive covenants in the agreements governing our indebtedness may adversely affect us.
 
Our credit facility contains various covenants that limit our ability to take certain actions, including our ability to:
 
 
•
make, create, incur, assume or suffer to exist any lien;
 
 
•
sell or otherwise dispose of assets, including capital stock of subsidiaries;
 
 
•
merge, consolidate, sell or otherwise dispose of all or substantially all our assets;
 
 
•
make restricted payments, including paying dividends and making certain loans and investments;
 
 
•
create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to any additional
indebtedness;
 
 
•
enter into transactions with affiliates;
 
 
•
engage in any additional line of business;
 
 
•
amend our organization documents;
 
 
•
make a change in accounting treatment or reporting practices, change our name or change our jurisdiction of organization or formation;
 
 
•
make any payment or prepayment of certain subordinated indebtedness;
 
 
•
enter into agreements that restrict dividends and certain other payments from subsidiaries; and
 
 
•
engage in a sale leaseback or similar transaction.
 
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In addition, our credit facility contains restrictive covenants and requires us to maintain specified financial ratios and satisfy other financial
condition tests. Our ability to meet these restrictive covenants and financial ratios and tests may be affected by events beyond our control, and we cannot
assure you that we will meet those tests.
 
A breach of any of these covenants could result in a default under our credit facility. Upon the occurrence of an event of default under our credit
facility, all amounts outstanding under our credit facility may become immediately due and payable and all commitments under our credit facility to extend
further credit may be terminated. The acceleration of any such indebtedness will result in an event of default under all of our other long-term indebtedness.
 
General Risks
 
Factors beyond our control, including inclement weather, natural disasters, acts of terrorism, pandemics, riots, civil insurrection or social unrest,
looting, protests, strikes and street demonstrations, may impact our ability to provide services.
 
Adverse weather conditions, natural disasters, acts of terrorism, military conflict, pandemics, riots, civil insurrection or social unrest, looting,
protests, strikes or street demonstrations may prevent our employees from providing authorized services. We are not paid for authorized services that are
not delivered due to these events. Furthermore, prolonged disruptions as a result of such events in the markets in which we operate could disrupt our
relationships with consumers, patients, caregivers and employees and referral sources located in affected areas and, in the case of our corporate office, our
ability to provide administrative support services, including billing and collection services. The impact of disasters and similar events is inherently
uncertain. Moreover, adverse weather conditions may become more frequent and/or severe as the result of climate change. We could be affected by climate
change and other environmental issues to the extent such issues adversely affect the general economy, adversely impact our supply chain or increase the
costs of supplies needed for our operations, or otherwise result in disruptions impacting the communities in which our facilities are located. In addition,
legal requirements regulating greenhouse gas emissions and energy inputs or otherwise associated with the transition to a lower carbon economy may
increase in the future, which could increase our costs associated with compliance and otherwise disrupt and adversely affect our operations. The impact of
these or other factors beyond our control could have an adverse effect on our business, financial position and results of operations.
 
The emergence and effects related to a potential future pandemic, epidemic, or outbreak of infectious disease could adversely impact our business
and future results of operations and financial condition, and we may be more vulnerable to the effects of a public health crisis than other businesses
due to the nature of our business and consumers.
 
As a provider of healthcare and personal care services, we are subject to the health and economic effects of public health conditions. If a
pandemic, epidemic, or outbreak of an infectious disease or other public health crisis were to affect our markets, our business could be adversely affected.
Any such crisis could diminish public trust in healthcare providers, particularly those that are treating or have treated patients affected by contagious
diseases. Patient volumes may decline or volumes of uninsured and underinsured patients may increase, depending on the economic circumstances
surrounding the pandemic, epidemic or outbreak. Further, a pandemic, epidemic or outbreak could adversely impact our business by causing a temporary
shutdown or difficulty accessing patients, particularly facility-based patients, by causing disruption or delays in supply chains for materials and products, or
by causing staffing shortages. Our business may be more vulnerable to the effects of a public health crisis than other businesses due to the health status of
our typical consumer and patient populations. The majority of our consumers and patients are older individuals who may experience complex medical
conditions or socioeconomic factors. Our employees may also be at greater risk of contracting contagious diseases due to their increased exposure to
vulnerable consumers. Due to the physical proximity required to offer many of our services, our employees could have difficulty attending to our
consumers if social distancing policies or quarantines are instituted in response to a public health crisis. Further, we could face litigation if our employees
or customers contract contagious diseases while our employees perform their duties. Although we have contingency plans in place, including infection
control plans, the potential impact of, as well as the public’s response and governmental responses to, any such future pandemic, epidemic or outbreak of
infectious disease with respect to our markets is difficult to predict and could adversely impact our business and future results of operations and financial
condition.
 
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ITEM 1B. UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 1C. CYBERSECURITY
 
 
Risk Management and Strategy
 
We recognize that cybersecurity threats pose a risk to our business. As part of the Company’s overall risk management systems and processes, we
employ a risk management framework designed with the goals of identifying, assessing and managing material risks from cybersecurity threats. Key
aspects of this risk management framework include, but are not limited to:
 
 
•
Maintaining a cybersecurity incident response plan, coordinated by the Company’s IT department and Chief Information Security Officer,
which includes controls and procedures for identifying, reporting and responding to cybersecurity incidents;
 
 
•
Partnering with outside cybersecurity vendors periodically to gain an independent view of our cybersecurity and information security
program;
 
 
•
Providing our employees with regular training on cybersecurity and the protection of our information systems;
 
 
•
Maintaining and testing a business continuity and disaster recovery program;
 
 
•
Database activity monitoring, encryption, secure file transfer protocols and application firewalls; and
 
 
•
Maintaining insurance coverage intended to address cybersecurity and data breach risks.
 
We have also implemented processes to help identify, assess and manage cybersecurity risks associated with our use of third-party service
providers.
 
We do not believe that risks from cybersecurity threats of which we are currently aware, including as a result of any previous cybersecurity
incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial
condition. For additional information, see “A cyber-attack or security breach could cause a loss of confidential consumer data, give rise to remediation and
other expenses, expose us to liability under privacy laws, consumer protection laws, common law and other legal theories, subject us to litigation and
federal and state governmental inquiries, damage our reputation, result in interruptions or delays to services, adversely impact our financial results, and
otherwise be disruptive to our business” included in Part I, Item 1A of this Form 10-K.
 
 
Governance
 
Our cybersecurity risk management program is integrated into our overall risk management system and processes. Together with the Board’s
standing committees, the Company’s Board of Directors is responsible for ensuring that material risks, including material cybersecurity risks, are identified
and managed appropriately. The Board receives updates at least bi-annually from our Chief Information Officer concerning our information security and
cyber risk strategy, cyber defense initiatives, cyber event preparedness and cybersecurity risk assessments. The Chief Information Officer has extensive IT
and program management experience and works closely with our Chief Information Security Officer, who oversees our cybersecurity program on a day-to-
day basis. The Chief Information Security Officer has extensive cybersecurity experience, including more than 15 years working in senior IT infrastructure
and IT security roles in the healthcare sector (seven of which years were spent as the Chief Information Security Officer). Our cybersecurity incident
response plan provides that the Chief Information Security Officer will work with our IT Department and the impacted segment of our business to
investigate and respond to any identified incident (including by escalating the incident to the Company’s senior management and the Board depending on
the nature and scope).
 
 
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ITEM 2. PROPERTIES
 
We do not own any real property. We lease administrative offices for our local branches, none of which are individually material. We lease
approximately 18,000 and 75,000 square feet of office space in Lisle, Illinois and Frisco, Texas, respectively, which serve as our support centers.
 
ITEM 3. LEGAL PROCEEDINGS
 
From time to time, we are subject to legal and/or administrative proceedings incidental to our business. It is the opinion of management that the
outcome of pending legal and/or administrative proceedings will not have a material effect on our financial position and results of operations.
 
Further information with respect to this item may be found in Note 11 to the Consolidated Financial Statements in Part II, Item 8—“Financial
Statements and Supplementary Data,” which is incorporated herein by reference.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
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PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 
Market Information
 
Our common stock is listed on The Nasdaq Global Market under the symbol “ADUS.”
 
Holders
 
As of December 31, 2025, 2.6% of our shares of common stock were held by our officers and directors and approximately 97.4% of our common
stock was held by 419 institutional investors. An insignificant amount of common stock is held by individual holders. As of February 17, 2026, Addus
HomeCare Corporation had approximately 45,726 shareholders of its common stock, including 86 shareholders of record.
 
Dividends
 
We have never paid dividends on our common stock, including in the two most recent fiscal years, and we do not intend to pay any dividends on
our common stock in the foreseeable future. We currently plan to retain any earnings to support the operation, and to finance the growth, of our business
rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, capital requirements, credit facility
limitations, earnings, as well as other factors deemed relevant by our Board. Our credit facility restricts our ability to declare or pay any dividend or other
distribution to Holdings unless no default or event of default has occurred and is continuing or would arise as a result thereof and the aggregate amount of
dividends and distributions paid in any fiscal year does not exceed $10.0 million per annum.
 
ITEM 6. [Reserved]
 
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
You should read the following discussion together with our Consolidated Financial Statements and the related notes included elsewhere in this
Annual Report on Form 10-K. This discussion contains forward-looking statements about our business and operations. Our actual results may differ
materially from those we currently anticipate as a result of the factors we describe under “Risk Factors” and elsewhere in this Annual Report on Form 10-
K and other risks as well as other factors that are not currently known to us, that we currently consider immaterial or that are not specific to us, such as
general economic conditions. The discussion of our financial condition and results of operations for the year ended December 31, 2024 compared to the
year ended December 31, 2023, included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)
can be found in the Annual Report on Form 10-K for the year ended December 31, 2024.
 
Overview
 
We are a home care services provider operating three segments: personal care, hospice and home health. Our services are principally provided in-
home under agreements with federal, state and local government agencies, managed care organizations, commercial insurers and private individuals. Our
consumers are predominantly “dual eligible,” meaning they are eligible to receive both Medicare and Medicaid benefits. Managed care revenues accounted
for 37.0%, 34.8% and 36.6% of our revenue during the years ended December 31, 2025, 2024, and 2023 respectively.
 
A summary of certain consolidated financial and statistical data results for 2025, 2024 and 2023 are provided in the table below.
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
 
 
(Amounts in Thousands, except States and Locations)
 
Net service revenues
  $
1,422,530    $
1,154,599    $
1,058,651 
Net income
  $
95,910    $
73,598    $
62,516 
Total assets
  $
1,437,308    $
1,412,634    $
1,024,426 
 
     
       
       
 
Adjusted EBITDA (1)
  $
179,984    $
140,290    $
121,020 
States served at period end
   
23     
23     
22 
Locations at period end
   
262     
258     
219 
 
 
 
(1)
The Company defines adjusted EBITDA as earnings before net interest expense, taxes, depreciation, amortization, acquisition expense,
stock-based compensation expense, restructuring and other non-recurring costs, the gain or loss on the sale of assets, the impairment of
operating lease assets, the impact of New York retroactive rate increases, and the impact of New York accounts receivable settlements.
Adjusted EBITDA is a performance measure used by management that is not calculated in accordance with generally accepted
accounting principles in the United States (“GAAP”). It should not be considered in isolation or as a substitute for net income, operating
income or any other measure of financial performance calculated in accordance with GAAP. Additionally, our calculation of Adjusted
EBITDA may not be comparable to similarly titled measures reported by other companies. Management believes that Adjusted EBITDA
is useful to investors, management and others in evaluating the Company’s operating performance, to provide investors with insight and
consistency in the Company’s financial reporting and to present a basis for comparison of the Company’s business operations among
periods, and to facilitate comparison with the results of the Company’s peers. Additionally, we believe that Adjusted EBITDA is a
measure widely used by securities analysts, investors and others to evaluate the financial performance of other public companies. The
financial results presented in accordance with U.S. GAAP and a reconciliation of this non-GAAP measure included within this Annual
Report on Form 10-K should be carefully evaluated.
 
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Acquisitions
 
In addition to our organic growth, we have grown through acquisitions that have expanded our presence in current markets, with the goal of
having all three levels of in-home care in our markets, or facilitating our entry into new markets where in-home care has been moving to managed care
organizations.
 
On March 9, 2024, we completed the Upstate Acquisition for $0.4 million, with funding provided by available cash. With the Upstate Acquisition,
the Company expanded its personal care segment in South Carolina.
 
On December 2, 2024, we completed the Gentiva Acquisition for approximately $353.6 million, with funding primarily provided by drawing on
the Company’s revolving credit facility and a portion of the net proceeds of the Company’s public offering of common stock. With the Gentiva Acquisition,
the Company expanded its services within its personal care segment in Arizona, Arkansas, California, and North Carolina, and entered the market in
Missouri and Texas. The home health segment also was expanded in Tennessee.
 
On January 1, 2025, we completed the Jacksonville Acquisition for approximately $0.8 million, with funding provided by available cash. With the
Jacksonville Acquisition, the Company expanded its personal care segment in Florida and recorded goodwill of $0.8 million.
 
On March 1, 2025, we completed the Great Lakes Acquisition for $2.6 million, with funding provided by available cash. With the Great Lakes
Acquisition, the Company expanded its personal care segment in Michigan and recognized goodwill in its personal care segment of $2.6 million.
 
On August 1, 2025, we completed the Helping Hands Acquisition, for approximately $21.4 million, with funding through the Company’s
revolving credit facility and available cash. With the Helping Hands Acquisition, the Company expanded its services within its personal care segment and
entered the hospice and home health markets in Pennsylvania and recognized goodwill in its personal care segment of $19.0 million.
 
On October 1, 2025, we completed the Gold Horses Acquisition, for approximately $7.4 million, with funding provided by available cash. With
the Gold Horses Acquisition, the Company expanded its services within its personal care segment in Texas and recognized goodwill in its personal care
segment of $7.4 million.
 
Divestiture
 
Effective May 20, 2024, we entered into a definitive asset purchase agreement to sell all of the Company’s New York operations for a purchase
price of up to $23.0 million in cash, subject to certain adjustments, including adjustments for future operating requirements (the “New York Asset Sale”).
The purchase price included 50% cash consideration, paid out as an initial payment of $4.6 million and $6.9 million paid pro rata as a deferred payment as
caregivers are transferred, and 50% in the form of contingent consideration for the Company’s New York Consumer Directed Personal Assistance Program
(“CDPAP”) business. The Company entered into a consulting agreement with the purchaser effective May 20, 2024, as the transfer of clients and caregivers
and payment for assets pursuant to the New York Asset Sale is occurring over time as regulatory approvals are received, coordination of the transfer of
clients and caregivers occurs, and the change of control takes place. The Company determined that the consulting agreement gave it the ability to control
the business until October 2024, when the Company determined that it no longer controlled the business as it transferred more than 50% of the clients and
caregivers and therefore qualified for sale consideration of the New York Asset Sale. As a result, the Company deconsolidated the results of its New York
operations and recorded a gain on divestiture of $3.7 million during the year ended December 31, 2024. The gain was reflected within general and
administrative expenses on the consolidated statement of operations.
 
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Revenue by Payor and Significant States
 
Our payor clients are principally federal, state and local governmental agencies and managed care organizations. The federal, state and local
programs under which the agencies operate are subject to legislative, administrative and budgetary changes and other risks that can influence
reimbursement rates. We have experienced a transition of business from government payors to managed care organizations, which we believe aligns with
our emphasis on coordinated care and the reduction of the need for acute care. Medicare advantage revenue is included within Medicare.
 
For the years ended December 31, 2025, 2024 and 2023, our revenue by payor and significant states by segment were as follows:
 
 
 
Personal Care
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
State, local and other governmental
programs
  $
553,475     
50.8%  $
456,885     
53.3%  $
400,753     
50.4%
Managed care organizations
   
501,528     
46.0     
376,604     
44.0     
367,557     
46.2 
Private pay
   
27,871     
2.6     
15,589     
1.8     
16,268     
2.0 
Commercial insurance
   
5,609     
0.5     
5,593     
0.7     
6,321     
0.8 
Other
   
732     
0.1     
1,910     
0.2     
3,819     
0.6 
Total personal care segment net service
revenues
  $
1,089,215     
100.0%  $
856,581     
100.0%  $
794,718     
100.0%
Illinois
  $
458,828     
42.1%  $
441,012     
51.5%  $
411,081     
51.7%
Texas
   
216,712     
19.9     
17,936     
2.0     
—     
— 
New Mexico
   
118,588     
10.9     
115,381     
13.5     
115,986     
14.6 
New York
   
—     
—     
71,763     
8.4     
92,469     
11.6 
All other states
   
295,087     
27.1     
210,489     
24.6     
175,182     
22.1 
Total personal care segment net service
revenues
  $
1,089,215     
100.0%  $
856,581     
100.0%  $
794,718     
100.0%
 
With the Jacksonville Acquisition, the Great Lakes Acquisition, the Helping Hands Acquisition and the Gold Horses Acquisition in 2025, the
Company expanded its personal care services to consumers in the state of Florida, Michigan, Pennsylvania and Texas. With the acquisition of Upstate and
the Gentiva Acquisition in 2024, the Company expanded its personal care services to consumers in the state of Arizona, Arkansas, California, Missouri,
North Carolina, South Carolina and Texas.
 
 
 
Hospice
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
Medicare
  $
244,344     
93.1%  $
208,099     
91.2%  $
186,317     
89.9%
Commercial insurance
   
8,558     
3.3     
11,744     
5.2     
12,385     
6.0 
Managed care organizations
   
8,155     
3.1     
7,603     
3.3     
7,037     
3.4 
Other
   
1,485     
0.5     
745     
0.3     
1,416     
0.7 
Total hospice segment net service revenues  $
262,542     
100.0%  $
228,191     
100.0%  $
207,155     
100.0%
Ohio
  $
101,833     
38.8%  $
84,811     
37.2%  $
74,871     
36.1%
Illinois
   
60,427     
23.0     
52,560     
23.0     
47,247     
22.8 
New Mexico
   
32,865     
12.5     
28,532     
12.5     
30,782     
14.9 
All other states
   
67,417     
25.7     
62,288     
27.3     
54,255     
26.2 
Total hospice segment net service revenues  $
262,542     
100.0%  $
228,191     
100.0%  $
207,155     
100.0%
 
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With the Helping Hands Acquisition, the Company entered the hospice market in Pennsylvania, and with the acquisition of Tennessee Quality
Care in 2023, the Company expanded its hospice services to patients in the state of Tennessee.
 
 
 
Home Health
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
Medicare
  $
47,701     
67.4%  $
48,562     
69.5%  $
41,078     
72.3%
Managed care organizations
   
17,010     
24.0     
17,603     
25.2     
12,613     
22.2 
State, local and other governmental
programs (excluding Medicare)
   
4,001     
5.7     
639     
1.0     
440     
0.8 
Other
   
2,061     
2.9     
3,023     
4.3     
2,647     
4.7 
Total home health segment net service
revenues
  $
70,773     
100.0%  $
69,827     
100.0%  $
56,778     
100.0%
New Mexico
  $
34,724     
49.1%  $
32,766     
46.9%  $
32,949     
58.0%
Tennessee
   
28,209     
39.9     
26,497     
38.0     
10,978     
19.4 
Illinois
   
7,171     
10.1     
10,564     
15.1     
12,851     
22.6 
All other states
   
669     
0.9     
—     
—     
—     
— 
Total home health segment net service
revenues
  $
70,773     
100.0%  $
69,827     
100.0%  $
56,778     
100.0%
 
With the Gentiva Acquisition and the acquisition of Tennessee Quality Care in 2023 expanded the Company’s home health operations in
Tennessee.
 
We derive a significant amount of our net service revenues in Illinois, which represented 37.0% and 43.7% of our net service revenues for the
years ended December 31, 2025 and 2024, respectively. A significant amount of our revenue is derived from one payor client, the Illinois Department on
Aging, the largest payor program for our Illinois personal care operations, which accounted for 18.1% and 21.0% of our net service revenues for the years
ended December 31, 2025 and 2024, respectively.
 
Changes in Illinois Reimbursement
 
As noted above, we derive a significant amount of our net service revenues in Illinois. Changes to reimbursement rates and minimum wage
requirements may materially impact our revenues. For example, the Illinois fiscal year 2025 budget included an increase in hourly rates for in-home care
services to $29.63, effective January 1, 2025, and required a minimum wage of $18.00 per hour for direct service workers. CMS approved an amendment
to the Illinois HCBS Waiver for Persons Who are Elderly that included this rate increase, effective January 1, 2025. The Illinois fiscal year 2026 budget
includes an increase in hourly rates for in-home care services to $30.80, effective January 1, 2026. This rate sustains a minimum wage of $18.75 per hour
for direct service workers.
 
The City of Chicago requires the Chicago minimum wage to be adjusted annually based on increases in the Consumer Price Index (“CPI”), subject
to a cap and other requirements. Effective July 1, 2025, the rate was adjusted to $16.60 based on the increase in the CPI.
 
Our business will benefit from the rate increases noted above as planned for 2026, but there is no assurance that there will be additional rate
increases in Illinois for fiscal years beyond fiscal year 2026 to offset increases to minimum wage, and our financial performance will be adversely impacted
for any periods in which an additional offsetting reimbursement rate increase is not in effect.
 
Changes in Texas Reimbursement
 
The Texas fiscal year 2026 budget included an increase in hourly rates to $17.13 for in-home care services effective September 1, 2025.
 
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Changes in Medicare Reimbursement
 
Hospice
 
Hospice services provided to Medicare beneficiaries are paid under the Medicare Hospice Prospective Payment System, under which CMS sets a
daily rate for each day a patient is enrolled in the hospice benefit. The daily rate depends on the level of care provided to a patient (routine home care,
continuous home care, inpatient respite care, or general inpatient care). Daily rates are adjusted for factors such as area wage levels. CMS updates hospice
payment rates each federal fiscal year. Effective October 1, 2025, CMS increased hospice payment rates by 2.6%. This reflects a 3.3% market basket
increase and a negative 0.7 percentage point productivity adjustment. Hospices that do not satisfy quality reporting requirements are subject to a 4-
percentage point reduction to the market basket update.
 
Overall payments made by Medicare to each hospice provider number are subject to an inpatient cap and an aggregate cap. The inpatient cap
limits the number of days of inpatient care for which Medicare will pay to no more than 20% of total patient care days. Days in excess of the limitation are
paid at the routine home care rate. The aggregate cap limits the total Medicare reimbursement that a hospice may receive in a cap year (typically the federal
fiscal year), based on an annual per-beneficiary cap amount, which is set each federal fiscal year, and the number of Medicare patients served. The per-
beneficiary cap amount was updated to $35,361.44 for federal fiscal year 2026. If a hospice’s Medicare payments exceed its inpatient or aggregate caps, it
must repay Medicare the excess amount.
 
Home Health
 
Home health services provided to Medicare beneficiaries are paid under the Medicare Home Health Prospective Payment System (“HHPPS”),
which uses national, standardized 30-day period payment rates for periods of care that meet a certain threshold of home health visits (periods of care that do
not meet the visit threshold are paid a per-visit payment rate for the discipline providing care). Although payment is made for each 30-day period, the
HHPPS permits continuous 60-day certification periods through which beneficiaries are verified as eligible for the home health benefit. The daily home
health payment rate is adjusted for case-mix and area wage levels. CMS uses the Patient-Driven Groupings Model (“PDGM”) as the case-mix classification
model to place periods of care into payment categories, classifying patients based on clinical characteristics and their resource needs. An outlier adjustment
may be paid for periods of care where costs exceed a specific threshold amount.
 
CMS updates the HHPPS payment rates each calendar year. For calendar year 2026, CMS estimates that Medicare payments to home health
agencies will decrease by 1.3%. This is based on a home health payment update percentage of 2.4%, which reflects a 3.2% market basket update, reduced
by a productivity adjustment of 0.8 percentage points, among other changes. Home health providers that do not comply with quality data reporting
requirements are subject to a 2-percentage point reduction to their market basket update. In addition, Medicare requires home health agencies to submit a
one-time Notice of Admission (“NOA”) for each patient that establishes that the beneficiary is under a Medicare home health period of care. Failure to
submit the NOA within five calendar days from the start of care will result in a reduction to the 30-day period payment amount for each day from the start
of care date until the date the NOA is submitted.
 
Under the nationwide Home Health Value-Based Purchasing (“HHVBP”) Model, home health agencies receive increases or decreases to their
Medicare fee-for-service payments of up to 5% based on performance against specific quality measures relative to the performance of other home health
providers. Data collected in each performance year will impact Medicare payments two years later.
 
Payment of claims may be impacted by the Review Choice Demonstration for Home Health Services, a program intended to identify and prevent
fraud, reduce the number of Medicare appeals and improve provider compliance with Medicare program requirements. The program is currently limited to
home health agencies in Illinois, Ohio, Oklahoma, North Carolina, Florida and Texas. Providers in states subject to the Review Choice Demonstration for
Home Health Services may initially select either pre-claim review or post-payment review. Home health agencies that maintain high compliance levels are
eligible for additional options that may be less burdensome. This program has not had a material impact on our results of operations or financial position.
 
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Table of Contents
 
CMS Final Rule: “Ensuring Access to Medicaid Services”
 
In May 2024, CMS finalized a rule intended to improve access to services and quality of care for Medicaid beneficiaries across fee-for-service and
managed care delivery systems. The final rule includes significant provisions related to HCBS, including the “80/20” or “payment adequacy” requirement,
which will require states to ensure by mid-2030 that at least 80% of all Medicaid payments a provider receives for homemaker, home health aide, and
personal care services, less certain excluded costs, under specified programs are spent on total compensation (including benefits) for direct care workers
furnishing these services, rather than administrative overhead or profit, subject to limited exceptions. The final rule includes several other measures
intended to promote transparency and enhance quality and access to services, including a variety of reporting requirements for states. Given the long
implementation period and the likelihood of further changes as a result of litigation, administration and congressional changes, further rule-making and
state changes in response to the final rule, it is premature to predict the ultimate impact of the final rule on our business. Some states have adopted or may
consider adopting similar caregiver compensation restrictions.
 
Potential Developments
 
Home care and other healthcare providers may be significantly impacted by changes to the Medicaid program, including changes resulting from
the OBBBA and other legislation and administrative actions at the federal and state levels. Federal actions may impact funding for, or the structure of, the
Medicaid program, including through changes to Medicaid waiver programs, and may shape provider reimbursement rates, eligibility and coverage
policies, waiver programs and other aspects of state Medicaid programs at the state level. For example, the OBBBA includes provisions that are expected to
result in Medicaid spending reductions and changes in administration of state Medicaid programs. Among other changes, the law requires changes to
Medicaid financing mechanisms, including restrictions intended to reduce the federal matching funds received by state Medicaid programs, with greater
restrictions in states that have expanded Medicaid. In addition, some members of Congress and the executive branch have raised, and Congress may in the
future adopt, other proposals intended to reduce Medicaid expenditures such as restructuring the Medicaid program to give states a “block grant” or fixed
amount of overall funding for their respective Medicaid programs or to impose spending caps such as per Medicaid beneficiary limits on federal
contributions. Reductions in federal funding or changes to the federal funding formula for Medicaid under the OBBBA or future initiatives could have a
significant impact, particularly in states that expanded Medicaid under the ACA and especially if federal contributions for Medicaid expansion populations
decrease and states are unable to offset the reductions. Decreased federal funding and increased state obligations and administrative burden could strain
state budgets, which could result in state limitations on Medicaid eligibility or coverage, payment rate reductions, and changes to Medicaid waiver
programs, among other effects.
 
The outcome of the 2024 federal elections, affecting both the executive and legislative branches, increased regulatory uncertainty and the potential
for significant policy changes. The executive branch has significant influence over healthcare policy changes through government agency regulation and
executive orders have been issued that impact or may impact the healthcare industry. Further, some members of Congress and the executive branch have
raised potential measures intended to accelerate the shift from traditional Medicare to Medicare Advantage or eliminating some or all of the consumer
protections established by the ACA.
 
Components of our Statements of Income
 
Net Service Revenues
 
We generate net service revenues by providing our services directly to consumers and primarily on an hourly basis in our personal care segment,
on a daily basis in our hospice segment and on an episodic basis in our home health segment. We receive payment for providing such services from our
payor clients, including federal, state and local governmental agencies, managed care organizations, commercial insurers and private consumers.
 
In our personal care segment, net service revenues are principally provided based on authorized hours, determined by the relevant agency, at an
hourly rate, which is either contractual or fixed by legislation, and are recognized at the time services are rendered. In our hospice segment, net service
revenues are provided based on daily rates for each of the levels of care and are recognized as services are provided. In our home health segment, net
service revenues are based on an episodic basis at a stated rate and recognized based on the number of days elapsed during a period of care within the
reporting period. We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to
record revenues.
 
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Table of Contents
 
Cost of Service Revenues
 
We incur direct care wages, payroll taxes and benefit-related costs in connection with providing our services. We also provide workers’
compensation and general liability coverage for our employees. Employees are also reimbursed for their travel time and related travel costs in certain
instances.
 
General and Administrative Expenses
 
Our general and administrative expenses include our costs for operating our network of local agencies and our administrative offices. Our agency
expenses consist of costs for supervisory personnel, our community care supervisors and office administrative costs. Personnel costs include wages, payroll
taxes and employee benefits. Facility costs include rents, utilities, and postage, telephone and office expenses. Our corporate and support center expenses
include costs for accounting, information systems, human resources, billing and collections, contracting, marketing and executive leadership. These
expenses consist of compensation, including stock-based compensation, payroll taxes, employee benefits, legal, accounting and other professional fees,
travel, general insurance, rents, provision for credit losses and related facility costs. Expenses related to streamlining our operations such as costs related to
terminated employees, termination of professional services relationships, other contract termination costs and asset write-offs are also included in general
and administrative expenses.
 
Depreciation and Amortization Expenses
 
Depreciable assets consist principally of furniture and equipment, network administration and telephone equipment and operating system software.
Depreciable and leasehold assets are depreciated or amortized on a straight-line method over their useful lives or, if less and if applicable, their lease terms.
We amortize our intangible assets with finite lives, consisting of customer and referral relationships, trade names, trademarks and non-competition
agreements, using straight line or accelerated methods based upon their estimated useful lives.
 
Interest Expense
 
Interest expense is reported when incurred and principally consists of interest and unused credit line fees on the credit facility.
 
Income Tax Expense
 
All of our income is from domestic sources. We incur state and local taxes in states in which we operate. Our effective income tax rate was 24.7%
and 25.9% for the years ended December 31, 2025 and 2024, respectively. The difference between our federal statutory and effective income tax rates was
principally due to the inclusion of state taxes, non-deductible compensation, partially offset by the use of federal employment tax credits and an excess tax
benefit.
 
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Table of Contents
 
Results of Operations
 
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
 
The following table sets forth, for the periods indicated, our consolidated results of operations.
 
 
 
2025
   
2024
   
Change
 
 
   
 
   
Net Service
     
 
   
Net Service
     
 
     
 
 
 
 
Amount
   
Revenues
   
Amount
   
Revenues
   
Amount
   
 
%
Net service revenues
  $
1,422,530     
100.0%  $
1,154,599     
100.0%  $
267,931     
23.2%
Cost of service revenues
   
960,656     
67.5     
779,578     
67.5     
181,078     
23.2 
Gross profit
   
461,874     
32.5     
375,021     
32.5     
86,853     
23.2 
General and administrative expenses
   
306,847     
21.6     
258,800     
22.4     
48,047     
18.6 
Depreciation and amortization
   
16,412     
1.2     
13,530     
1.2     
2,882     
21.3 
Total operating expenses
   
323,259     
22.7     
272,330     
23.6     
50,929     
18.7 
Operating income
   
138,615     
9.7     
102,691     
8.9     
35,924     
35.0 
Interest income
   
(2,442)    
(0.2)    
(4,394)    
(0.4)    
1,952     
(44.4)
Interest expense
   
13,612     
1.0     
7,732     
0.7     
5,880     
76.0 
Total interest expense, net
   
11,170     
0.8     
3,338     
0.3     
7,832     
234.6 
Income before income taxes
   
127,445     
8.9     
99,353     
8.6     
28,092     
28.3 
Income tax expense
   
31,535     
2.2     
25,755     
2.2     
5,780     
22.4 
Net income
  $
95,910     
6.7%  $
73,598     
6.4%  $
22,312     
30.3%
 
Net service revenues increased by 23.2% to $1,422.5 million for the year ended December 31, 2025, compared to $1,154.6 million in 2024. Net
service revenues increased by $232.6 million, $34.4 million and $0.9 million in the personal care, hospice and home health segments, respectively, for the
year ended December 31, 2025, compared to 2024. Net service revenue in our personal care segment increased, primarily due to a 36.3% increase in
billable hours, offset by a 6.4% decrease in revenues per billable hour due to lower reimbursement rates attributable to the Gentiva and Helping Hands
Acquisitions for the year ended December 31, 2025 compared to 2024. The increase in our hospice segment revenue was primarily due to organic growth,
driven by an increase in average daily census and higher revenue per patient day.
 
Gross profit, expressed as a percentage of net service revenues, was 32.5% for the year ended December 31, 2025, unchanged from 2024. 
 
General and administrative expenses increased to $306.8 million for the year ended December 31, 2025, compared to $258.8 million in 2024. The
increase in general and administrative expenses was primarily due to the full-year effect of the Gentiva acquisition that resulted in an increase in
administrative employee wages, taxes and benefit costs of $35.0 million. General and administrative expenses, expressed as a percentage of net service
revenues, decreased to 21.6% for 2025, from 22.4% in 2024.
 
Depreciation and amortization increased to $16.4 million for the year ended December 31, 2025, from $13.5 million in 2024, primarily due to the
increase of intangible asset amortization related to the full-year effect in 2025 of our fiscal year 2024 acquisitions and fiscal year 2025 acquisitions.
 
Interest expense increased to $13.6 million from $7.7 million for the year ended December 31, 2025, compared to 2024, primarily due to higher
outstanding borrowings held under our credit facility. Interest income decreased to $2.4 million from $4.4 million for the year ended December 31, 2025,
compared to 2024, due to an increase in cash investment into interest bearing accounts from the Company’s public offering of common stock in 2024.
 
All of our income is from domestic sources. We incur state and local taxes in states in which we operate. The effective income tax rate was 24.7%
and 25.9% for the years ended December 31, 2025 and 2024, respectively. Our lower effective income tax rate in 2025 was principally due to a higher
excess tax benefit. For the years ended December 31, 2025 and 2024, the excess tax benefit were 2.3% and 0.5%, respectively.
 
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Results of Operations – Segments
 
The following tables and related analysis summarize our operating results and business metrics by segment:
 
Personal Care Segment
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
Change
 
 
 
Amount
   
% of Segment
Net Service
Revenues
   
Amount
   
% of Segment
Net Service
Revenues
   
Amount
   
 
%
 
 
(Amounts in Thousands, Except Percentages)
 
Operating Results
     
       
       
       
       
       
 
Net service revenues
  $
1,089,215     
100.0%  $
856,581     
100.0%  $
232,634     
27.2%
Cost of services revenues
   
784,820     
72.1     
614,541     
71.7     
170,279     
27.7 
Gross profit
   
304,395     
27.9     
242,040     
28.3     
62,355     
25.8 
General and administrative expenses
   
97,194     
8.9     
67,823     
7.9     
29,371     
43.3 
Segment operating income
  $
207,201     
19.0%  $
174,217     
20.4%  $
32,984     
18.9%
 
     
       
       
       
       
       
 
Business Metrics (Actual Numbers,
Except Billable Hours in Thousands)      
       
       
       
       
       
 
Locations at period end
   
201     
      
196     
      
      
  
Average billable census * (1)
   
51,249     
      
52,019     
      
(770)    
(1.5)%
Billable hours * (2)
   
42,670     
      
31,309     
      
11,361     
36.3 
Average billable hours per census per
month * (2)
   
70.1     
      
71.5     
      
(1.4)    
(2.0)
Billable hours per business day * (2)
   
163,487     
      
119,498     
      
43,989     
36.8 
Revenues per billable hour * (2)
  $
25.48     
     $
27.21     
     $
(1.73)    
(6.4)
Same store growth revenue % * (3)
   
7.0%   
      
7.7%   
      
(0.7)    
(9.1)%
 
 
(1)
Average billable census is the number of unique clients receiving a billable service during the year and is the total census divided by months in
operation during the period. Average billable census did not include New York operations for the year ended December 31, 2025, and included
964 for the year ended December 31, 2024, respectively (See Note 5 to the Notes to Condensed Consolidated Financial Statements, Divesture).
(2)
Billable hours is the total number of hours served to clients during the period. Average billable hours per census per month is billable hours
divided by average billable census. Billable hours per day is total billable hours divided by the number of business days in the period. Revenues
per billable hour is revenue, attributed to billable hours, divided by billable hours.
(3)
Same store growth reflects the change in year-over-year revenue for the same store base. We define the same store base to include those stores
open for at least 52 full weeks. This measure highlights the performance of existing stores, while excluding the impact of acquisitions, new store
openings and closures, and American Rescue Plan Act of 2021 associated revenue from this calculation.
 
* Management deems these metrics to be key performance indicators. Management uses these metrics to monitor our performance, both in our existing
operations and acquisitions. Many of these metrics serve as the basis of reported revenues and assessment of these, provide direct correlation to the results
of operations from period to period and facilitate comparison with the results of our peers. Historical trends established in these metrics can be used to
evaluate current operating results, identify trends affecting our business, determine the allocation of resources and assess the quality and potential
variability of our cash flows and earnings. We believe they are useful to investors in evaluating and understanding our business but should not be used
solely in assessing the Company’s performance. These key performance indicators should not be considered superior to, as a substitute for or as an
alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein to fully evaluate and understand the business
as a whole. These measures may not be comparable to similarly-titled performance indicators used by other companies.
 
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The personal care segment derives a significant amount of its net service revenues from operations in Illinois, which represented 42.1% and 51.5%
of our net service revenues for the years ended December 31, 2025 and 2024, respectively. One payor client, the Illinois Department on Aging, accounted
for 18.1% and 21.0% of net service revenues for the years ended December 31, 2025 and 2024, respectively. Net service revenues from state, local and
other governmental programs accounted for 50.8% and 53.3% of net service revenues for the years ended December 31, 2025 and 2024, respectively.
Managed care organizations accounted for 46.0% and 44.0% of net service revenues for the years ended December 31, 2025 and 2024, respectively, with
commercial insurance, private pay and other payors accounting for the remainder of net service revenues.
 
Net service revenues increased by 27.2% for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a
result of a 36.3% increase in billable hours, which more than offset a 6.4% decrease in revenues per billable hour discussed above.
 
Gross profit, expressed as a percentage of net service revenues, was relatively consistent at 27.9% for the year ended December 31, 2025,
compared to 28.3% in 2024.
 
The personal care segment’s general and administrative expenses primarily consist of administrative employee wages, taxes and benefit costs,
rent, information technology and office expenses. General and administrative expenses, expressed as a percentage of net service revenues, was 8.9% and
7.9% for the years ended December 31, 2025 and 2024, respectively.
 
Hospice Segment
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
Change
 
 
 
Amount
   
% of Segment
Net Service
Revenues
   
Amount
   
% of Segment
Net Service
Revenues
   
Amount
   
 
%
 
 
(Amounts in Thousands, Except Percentages)
 
Operating Results
     
       
       
       
       
       
 
Net service revenues
  $
262,542     
100.0%  $
228,191     
100.0%  $
34,351     
15.1%
Cost of services revenues
   
134,618     
51.3     
120,922     
53.0     
13,696     
11.3 
Gross profit
   
127,924     
48.7     
107,269     
47.0     
20,655     
19.3 
General and administrative expenses
   
60,510     
23.0     
55,338     
24.3     
5,172     
9.3 
Segment operating income
  $
67,414     
25.7%  $
51,931     
22.7%  $
15,483     
29.8%
 
     
       
       
       
       
       
 
Business Metrics (Actual Numbers)
     
       
       
       
       
       
 
Locations at period end
   
39     
      
38     
      
      
  
Admissions * (1)
   
13,240     
      
12,866     
      
374     
2.9%
Average daily census * (2)
   
3,760     
      
3,461     
      
299     
8.6 
Average length of stay * (3)
   
95.6     
      
94.1     
      
1.5     
1.5 
Patient days * (4)
   
1,369,425     
      
1,266,701     
      
102,724     
8.1 
Revenue per patient day * (5)
  $
191.06     
     $
181.08     
     $
9.98     
5.5%
Organic growth
     
       
       
       
       
       
 
- Revenue * (6)
   
14.1%   
      
5.9%   
      
8.2     
139.0%
- Average daily census * (6)
   
8.2%   
      
1.3%   
      
6.9     
530.8%
 
 
(1)
Represents referral process and new patients on service during the period.
(2)
Average daily census is total patient days divided by the number of days in the period, adjusted for patient days for acquisitions beginning on
date of acquisition.
(3)
Average length of stay is the average number of days a patient is on service, calculated upon discharge, and is total patient days divided by total
discharges in the period.
(4)
Patient days is days of service for all patients in the period.
 
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(5)
Revenue per patient day is hospice revenue divided by the number of patient days in the period.
(6)
Revenue organic growth and average daily census organic growth reflect the change in year-over-year revenue and average daily census for the
same store base. We define the same store base to include those stores open for at least 52 full weeks. These measures highlight the performance
of existing stores, while excluding the impact of acquisitions, new store openings, closures and cap reserves.
 
* Management deems these metrics to be key performance indicators. Management uses these metrics to monitor our performance, both in our existing
operations and acquisitions. Many of these metrics serve as the basis of reported revenues and assessment of these, provide direct correlation to the results
of operations from period to period and facilitate comparison with the results of our peers. Historical trends established in these metrics can be used to
evaluate current operating results, identify trends affecting our business, determine the allocation of resources and assess the quality and potential
variability of our cash flows and earnings. We believe they are useful to investors in evaluating and understanding our business but should not be used
solely in assessing the Company’s performance. These key performance indicators should not be considered superior to, as a substitute for or as an
alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein to fully evaluate and understand the business
as a whole. These measures may not be comparable to similarly-titled performance indicators used by other companies.
 
The hospice segment generates revenue by providing care to patients with a life expectancy of six months or less, as well as related services for
their families. Hospice offers four levels of care, as defined by Medicare, to meet the varying needs of patients and their families. The four levels of hospice
include routine care, continuous care, general inpatient care and respite care. Our hospice segment principally provides routine care.
 
Net service revenues from Medicare accounted for 93.1% and 91.2% and managed care organizations accounted for 3.1% and 3.3% for the years
ended December 31, 2025 and 2024, respectively. Net service revenues increased by $34.4 million for the year ended December 31, 2025, compared to the
year ended December 31, 2024 primarily driven by organic growth, reflected in an increase in average daily census and higher revenue per patient day.
 
Gross profit, expressed as a percentage of net service revenues, increased from 47.0% for the year ended December 31, 2024 to 48.7% for the year
ended December 31, 2025, primarily due to higher net service revenues and improved operating leverage within direct service costs.
 
The hospice segment’s general and administrative expenses primarily consist of administrative employee wages, taxes and benefit costs, rent,
information technology and office expenses. General and administrative expenses, expressed as a percentage of net service revenues, was 23.0% and 24.3%
for the years ended December 31, 2025 and 2024, respectively. The decrease in general and administrative expenses was primarily due to improved
operating leverage within administrative functions.
 
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Home Health Segment
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
Change
 
 
 
Amount
 
 
% of Segment
Net Service
Revenues
   
Amount
 
 
% of Segment
Net Service
Revenues
   
Amount
   
 
%
 
 
(Amounts in Thousands, Except Percentages)
 
Operating Results
     
 
     
       
 
     
       
       
 
Net service revenues
  $
70,773 
   
100.0%  $
69,827 
   
100.0%  $
946     
1.4%
Cost of services revenues
   
41,219 
   
58.2     
44,115 
   
63.2     
(2,896)    
(6.6)
Gross profit
   
29,554 
   
41.8     
25,712 
   
36.8     
3,842     
14.9 
General and administrative expenses
   
17,103 
   
24.2     
17,778 
   
25.5     
(675)    
(3.8)
Segment operating income
  $
12,451 
   
17.6%  $
7,934 
   
11.3%  $
4,517     
56.9%
 
     
 
     
       
 
     
       
       
 
Business Metrics (Actual Numbers)
     
 
     
       
 
     
       
       
 
Locations at period end
   
22 
   
      
24 
   
      
      
  
New admissions * (1)
   
18,474 
   
      
18,622 
   
      
(148)    
(0.8)%
Recertifications * (2)
   
11,010 
   
      
13,047 
   
      
(2,037)    
(15.6)
Total volume * (3)
   
29,484 
   
      
31,669 
   
      
(2,185)    
(6.9)
Visits * (4)
   
366,228 
   
      
422,516 
   
      
(56,288)    
(13.3)%
Organic growth
     
 
     
       
 
     
       
       
 
- Revenue * (5)
   
(3.6)%   
      
(3.1)%   
      
(0.5)    
16.1%
 
 
(1)
Represents new patients during the period.
(2)
A home health certification period begins with a start of care visit and continues for 60 days. If at the end of the initial certification, the patient
continues to require home health services, a recertification is required. This represents the number of recertifications during the period.
(3)
Total volume is total admissions and total recertifications in the period.
(4)
Represents number of services to patients in the period.
(5)
Revenue organic growth and new admissions organic growth reflect the change in year-over-year revenue and new admissions for the same
store base. We define the same store base to include those stores open for at least 52 full weeks. These measures highlight the performance of
existing stores, while excluding the impact of acquisitions, new store openings and closures.
 
* Management deems these metrics to be key performance indicators. Management uses these metrics to monitor our performance, both in our existing
operations and acquisitions. Many of these metrics serve as the basis of reported revenues and assessment of these, provide direct correlation to the results
of operations from period to period and facilitate comparison with the results of our peers. Historical trends established in these metrics can be used to
evaluate current operating results, identify trends affecting our business, determine the allocation of resources and assess the quality and potential
variability of our cash flows and earnings. We believe they are useful to investors in evaluating and understanding our business but should not be used
solely in assessing the Company’s performance. These key performance indicators should not be considered superior to, as a substitute for or as an
alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein to fully evaluate and understand the business
as a whole. These measures may not be comparable to similarly-titled performance indicators used by other companies.
 
The home health segment generates revenue by providing home health services on a short-term, intermittent or episodic basis to individuals,
generally to treat an illness or injury. Net service revenues from Medicare accounted for 67.4% and 69.5% and managed care organizations accounted for
24.0% and 25.2% for the years ended December 31, 2025 and 2024, respectively. Home health services provided to Medicare beneficiaries are paid under
the Medicare HHPPS, which uses national, standardized 30-day period payment rates for periods of care. CMS uses the PDGM as the case-mix
classification model to place periods of care into payment categories, classifying patients based on clinical characteristics. An outlier adjustment may be
paid for periods of care in which costs exceed a specific threshold amount.
 
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Net service revenues were relatively flat for the year ended December 31, 2025, compared to 2024, despite declines in visits and total volume
during the year. The decrease in visits and total volume was due to concerted effort around reducing patient census from contracts with no margin.
 
Gross profit, expressed as a percentage of net service revenues, increased from 36.8% for the year ended December 31, 2024 to 41.8% for the year
ended December 31, 2025, primarily due to a decrease of 6.1% in direct service employee wages, taxes and benefit costs.  
 
The home health segment’s general and administrative expenses consist of administrative employee wages, taxes and benefit costs, rent,
information technology and office expenses. General and administrative expenses, expressed as a percentage of net service revenues, were 24.2% and
25.5% for the years ended December 31, 2025 and 2024, respectively. The decrease in general and administrative expenses was primarily due to more
efficient operations for administrative employees for the year ended December 31, 2025.
 
Non-GAAP Financial Measures
 
Adjusted EBITDA is a non-GAAP measure that has limitations as an analytical tool and should not be considered in isolation or as a substitute for
analysis of our results of operations as reported under generally accepted accounting principles in the United States (“GAAP”). The financial results
presented in accordance with U.S. GAAP and a reconciliation of this non-GAAP measure included within this Annual Report on Form 10-K should be
carefully evaluated.
 
We define Adjusted EBITDA as earnings before net interest expense, taxes, depreciation, amortization, acquisition expense, stock-based
compensation expense, restructuring and other non-recurring costs, the gain or loss on the sale of assets, the impairment of operating lease assets, the
impact of New York retroactive rate increases, and the impact of New York accounts receivable settlements. Adjusted EBITDA is a performance measure
used by management that is not calculated in accordance with GAAP. It should not be considered in isolation or as a substitute for net income, operating
income or any other measure of financial performance calculated in accordance with GAAP. Additionally, our calculation of Adjusted EBITDA may not be
comparable to similarly titled measures reported by other companies.
 
Management believes that Adjusted EBITDA is useful to investors, management and others in evaluating our operating performance for the
following reasons:
 
 
•
By reporting Adjusted EBITDA, we believe that we provide investors with insight and consistency in our financial reporting and present
a basis for comparison of our business operations between current, past and future periods. We believe that Adjusted EBITDA allows
management, investors and others to evaluate and compare our core operating results, including return on capital and operating
efficiencies, from period to period, by removing the impact of our capital structure (interest expense), asset base (amortization and
depreciation), tax consequences, stock-based compensation expense and other identified adjustments.
 
 
•
We believe that Adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate the financial
performance of other public companies.
 
 
•
We recorded stock-based compensation expense of $16.4 million, $11.2 million and $10.3 million for the years ended December 31,
2025, 2024 and 2023, respectively. By comparing our Adjusted EBITDA in different periods, our investors can evaluate our operating
results without stock-based compensation expense, which is a non-cash expense which we believe is not a key measure of our operations.
 
In addition, management has chosen to use Adjusted EBITDA as a performance measure because we believe that the amount of non-cash
expenses, such as depreciation, amortization and stock-based compensation expense, may not directly correlate to the underlying performance of our
business operations, and because such expenses can vary significantly from period to period as a result of new acquisitions, full amortization of previously
acquired tangible and intangible assets or the timing of new stock-based awards, as the case may be. This facilitates internal comparisons to historical
operating results, as well as external comparisons to the operating results of our competitors and other companies in the personal care services industry.
Because management believes Adjusted EBITDA is useful as a performance measure, management uses Adjusted EBITDA:
 
 
•
as one of our primary financial measures in the day-to-day oversight of our business to allocate financial and human resources across our
organization, to assess appropriate levels of marketing and other initiatives and to generally enhance the financial performance of our
business;
 
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•
in the preparation of our annual operating budget, as well as for other planning purposes on a quarterly and annual basis, including
allocations in order to implement our growth strategy, to determine appropriate levels of investments in acquisitions and to endeavor to
achieve strong core operating results;
 
 
•
to evaluate the effectiveness of business strategies, such as the allocation of resources, the mix of organic growth and acquisitive growth
and adjustments to our payor mix;
 
 
•
as a means of evaluating the effectiveness of management in directing our core operating performance, which we consider to be
performance that can be affected by our management in any particular period through their allocation and use of resources that affect our
underlying revenue and profit-generating operations during that period;
 
 
•
for the valuation of prospective acquisitions, and to evaluate the effectiveness of integration of past acquisitions into our Company; and
 
 
•
in communications with our Board concerning our financial performance.
 
Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has
limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results of operations as reported under
GAAP. Some of these limitations include:
 
 
•
Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or other contractual
commitments;
 
 
•
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
 
 
•
Adjusted EBITDA does not reflect interest expense or interest income;
 
 
•
Adjusted EBITDA does not reflect cash requirements for income taxes;
 
 
•
although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced in
the future, and Adjusted EBITDA does not reflect any cash requirements for these replacements;
 
 
•
Adjusted EBITDA does not reflect any acquisition expenses;
 
 
•
Adjusted EBITDA does not reflect any stock-based compensation;
 
 
•
Adjusted EBITDA does not reflect any restructure expense and other non-recurring costs; and
 
 
•
other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative
measure. 
 
Management compensates for these limitations by using GAAP financial measures in addition to Adjusted EBITDA in managing the day-to-day
and long-term operations of our business. We believe that consideration of Adjusted EBITDA, together with a careful review of our GAAP financial
measures, is the most informed method of analyzing our Company.
 
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The following table sets forth a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA:
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
 
 
(Amounts In Thousands)
 
Reconciliation of net income to Adjusted EBITDA (a):
     
       
       
 
Net income
  $
95,910    $
73,598    $
62,516 
Interest expense, net
   
11,170     
3,338     
9,630 
Impact of New York retroactive rate increases
   
—     
(3,004)    
(868)
Impact of New York accounts receivable settlements
   
(1,864)    
—     
— 
Income tax expense
   
31,535     
25,755     
18,810 
Depreciation and amortization
   
16,412     
13,530     
14,126 
Acquisition expense
   
8,899     
14,678     
6,220 
Stock-based compensation expense
   
16,424     
11,165     
10,319 
Restructuring and other non-recurring costs
   
1,500     
—     
269 
Impairment of operating lease assets
   
—     
4,968     
— 
Gain on sale of assets
   
(2)    
(3,738)    
(2)
Adjusted EBITDA*
  $
179,984    $
140,290    $
121,020 
 
(a)
The selected historical Consolidated Statements of Income data for the fiscal years ended December 31, 2025, 2024 and 2023, were derived
from our audited Consolidated Financial Statements.
 
* Management deems Adjusted EBITDA to be a key performance indicator. Management uses key performance indicators to monitor our performance,
both in our existing operations and acquisitions. Many of these metrics serve as the basis of reported revenues and assessment of these, provide direct
correlation to the results of operations from period to period and facilitate comparison with the results of our peers. Historical trends established in these
metrics can be used to evaluate current operating results, identify trends affecting our business, determine the allocation of resources and assess the quality
and potential variability of our cash flows and earnings. We believe they are useful to investors in evaluating and understanding our business but should not
be used solely in assessing the Company’s performance. These key performance indicators should not be considered superior to, as a substitute for or as an
alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein to fully evaluate and understand the business
as a whole. These measures may not be comparable to similarly-titled performance indicators used by other companies.
 
Liquidity and Capital Resources
 
Overview
 
Our primary sources of liquidity are cash on hand and cash from operations and borrowings under our credit facility. At December 31, 2025 and
2024, we had cash balances of $81.6 million and $98.9 million, respectively. Cash flows from operating activities represent the inflow of cash from our
payor clients and the outflow of cash for payroll and payroll taxes, operating expenses, interest and taxes.
 
We drew approximately $11.3 million on the revolver portion of our credit facility to fund, in part, the purchase price paid in connection with the
Helping Hands Acquisition and repaid $110.0 million under our revolving credit facility in 2025. At December 31, 2025, we had a total of $124.3 million
in revolving loans, with an interest rate of 5.48% outstanding on our credit facility. After giving effect to the amounts drawn on our credit facility,
approximately $7.9 million of outstanding letters of credit and borrowing limits based on an advance multiple of Adjusted EBITDA (as defined in the
Credit Agreement), we had $650.0 million of capacity and $517.7 million available for borrowing under our credit facility. At December 31, 2024, we had
a total of $223.0 million of revolving loans, with an interest rate of 6.34%. During the year ended December 31, 2024, the Company drew approximately
$233.0 million on the revolver portion of its credit facility to fund, in part, the purchase price paid in connection with the Gentiva Acquisition and repaid
$136.4 million under our revolving credit facility.
 
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Our credit facility requires us to maintain a total net leverage ratio not exceeding 3.75:1.00. At December 31, 2025, we were in compliance with
our financial covenants under the Credit Agreement. Although we believe our liquidity position remains strong, we can provide no assurance that we will
remain in compliance with the covenants in our Credit Agreement, and in the future, it may prove necessary to seek an amendment with the bank lending
group under our credit facility. Additionally, there can be no assurance that we will be able to raise additional funds on terms acceptable to us, if at all.
 
Borrowing Capacity
 
The Company’s Credit Agreement provides for a $650.0 million revolving credit facility and a $150.0 million incremental loan facility, which
incremental loan facility may be for term loans or an increase to the revolving loan commitments. The maturity of the credit facility is July 30, 2028.
 
See Note 9, Long-Term Debt, to the Notes to Consolidated Financial Statements for additional details of our long-term debt.
 
Public Offering
 
On June 28, 2024, the Company completed a public offering of an aggregate 1,725,000 shares of common stock, par value $0.001 per share,
including 225,000 shares of common stock sold pursuant to the exercise in full by the underwriters of their option to purchase additional shares, at a public
offering price of $108.00 per share (the “Public Offering”). The Company received net proceeds of approximately $175.6 million, after deducting
underwriting discounts and estimated offering expenses of approximately $10.7 million. The Company used approximately $81.4 million from the net
proceeds of the Public Offering for the repayment of indebtedness outstanding under its credit facility and may use any remaining net proceeds of the
Public Offering for general corporate purposes, including the Gentiva Acquisition and any future acquisitions or investments. The Public Offering resulted
in an increase to additional paid in capital of approximately $175.6 million on the Company’s Consolidated Balance Sheet at December 31, 2024.
 
Current Macroeconomic Conditions and American Rescue Plan Act of 2021 Relief Funding
 
Economic conditions in the United States continue to be challenging in certain respects. For example, the United States economy continues to
experience inflationary pressures, elevated interest rates and challenging labor market conditions. Any economic downturn would pose a risk to states’
revenues, which in turn could affect our reimbursements and collections received for services rendered. Depending on the severity and length of any
potential economic downturn as well as the extent of any federal support, states could face significant fiscal challenges and revise their revenue forecasts
and adjust their budgets, and sales tax collections and income tax withholdings could be depressed. State budgetary challenges may be augmented by other
factors, including the impact of the OBBBA and other federal legislation.
 
ARPA Spending Plans
 
To mitigate the fiscal effects of the COVID-19 public health emergency, the American Rescue Plan Act of 2021 (“ARPA”) provided for a 10-
percentage point increase in federal matching funds for Medicaid HCBS from April 1, 2021, through March 31, 2022, provided the state satisfied certain
conditions. States were generally required to use the state funds equivalent to the additional federal funds on activities to enhance Medicaid HCBS by
March 31, 2025, but CMS granted extensions to several states, permitting some states spending plans to continue until as late as September 30, 2026.
 
HCBS spending plans for the additional matching funds vary by state, but common initiatives in which the Company participates include those
aimed at strengthening the provider workforce (e.g., efforts to recruit, retain, and train direct service providers). The Company is required to properly and
fully document the use of such funds in reports to the state in which the funds originated. Funds may be subject to recoupment if not expended or if they
are expended on non-approved uses.
 
The Company received state funding provided by the ARPA in an aggregate amount of $7.2 million and $15.7 million for the years ended
December 31, 2025 and 2024, respectively. The Company utilized $6.8 million and $10.2 million of these funds during the years ended December 31, 2025
and 2024, respectively, primarily for caregivers and adding support to recruiting and retention efforts. The deferred portion of ARPA funding was $11.7
million and $11.2 million for the years ended December 31, 2025 and 2024, respectively, which is included within Government stimulus advances on the
Company’s Consolidated Balance Sheets.
 
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Cash Flows
 
The following table summarizes historical changes in our cash flows for the years ended December 31, 2025, 2024 and 2023:
 
 
 
2025
   
2024
   
2023
 
 
 
(Amounts in Thousands)
 
Net cash provided by operating activities
  $
111,507    $
116,434    $
112,247 
Net cash used in investing activities
   
(32,500)    
(354,610)    
(119,236)
Net cash (used in) provided by financing activities
   
(96,301)    
272,296     
(8,181)
 
Net cash provided by operating activities was $111.5 million for the year ended December 31, 2025, compared to $116.4 million in 2024,
primarily due to the increase in net income offset by a decrease in cash flows from changes in operating assets and liabilities. The changes in accounts
receivable were primarily related to the growth in revenue during the year ended December 31, 2025, compared to 2024, as described below. The related
receivables due from the Illinois Department on Aging represented 25.2% and 21.7% of net accounts receivable at December 31, 2025 and 2024,
respectively.
 
Net cash used in investing activities was $32.5 million for the year ended December 31, 2025, compared to $354.6 million for the year ended
December 31, 2024. Our investing activities for the year ended December 31, 2025 primarily consisted of $31.6 million of net cash used for the
Jacksonville Acquisition, the Great Lakes Acquisition, the Helping Hands Acquisition and the Gold Horses Acquisition, $7.7 million in purchases of
property and equipment related to technology infrastructure, offset by $3.8 million in proceeds received relating to the New York Asset Sale and $2.9
million in proceeds received relating to the Gentiva Acquisition. Our investing activities for the year ended December 31, 2024, primarily consisted of $0.4
for the acquisition of Upstate, $353.5 million for the Gentiva Acquisition, $6.1 million in purchases of property and equipment related to technology
infrastructure, offset by $5.4 million in proceeds received on the sale of our New York Asset Sale.
 
Net cash used in financing activities was $96.3 million for the year ended December 31, 2025, compared to net cash provided by $272.3 million
for the year ended December 31, 2024. Our financing activities for the year ended December 31, 2025, included borrowings of $11.3 million on the
revolver portion of our credit facility to fund the Helping Hands Acquisition and cash received from the exercise of stock options of $2.5 million, offset by
$110.0 million payment on the revolver portion of our credit facility. Our financing activities for the year ended December 31, 2024 included borrowings of
$233.0 million on the revolver portion of our credit facility to fund the Gentiva Acquisition, $175.6 million in net proceeds received from the Public
Offering and cash received from the exercise of stock options of $3.4 million, offset by $136.4 million payment on the revolver portion of our credit facility
and cash paid for debt issuance costs of $3.4 million.
 
Outstanding Accounts Receivable
 
Outstanding accounts receivable, net of the allowance for credit losses as of December 31, 2025 and 2024 were $151.7 million and $122.9 million,
respectively, increased by $28.8 million. The open receivable balance from the Illinois Department on Aging, the largest payor program for the Company’s
Illinois personal care operation, increased by $11.6 million from $26.7 million as of December 31, 2024 to $38.3 million as of December 31, 2025. Our
collection procedures include review of account aging and direct contact with our payors. We have historically not used collection agencies. An
uncollectible amount is written off to the allowance account after reasonable collection efforts have been exhausted.
 
We calculate our DSO by taking the accounts receivable outstanding, net of the allowance for credit losses, divided by the net service revenues for
the last quarter, multiplied by the number of days in that quarter. Our DSOs were 38 days and 39 days at December 31, 2025 and 2024, respectively. The
DSOs for our largest payor, the Illinois Department on Aging, at December 31, 2025 and 2024 were 55 days and 40 days, respectively.
 
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Off-Balance Sheet Arrangements
 
As of December 31, 2025, we did not have any off-balance sheet guarantees or arrangements with unconsolidated entities.
 
Critical Accounting Policies and Estimates
 
The discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements prepared in
accordance with GAAP. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expense and related disclosures.
 
Our significant accounting policies are described in Note 1 to the Notes to Consolidated Financial Statements. An accounting policy is deemed to
be critical if it involves a significant level of estimation uncertainty and has had or is reasonably likely to have a material impact on our financial condition
or results of operations. We base our estimates and judgments on historical experience and other sources and factors that we believe to be reasonable under
the circumstances, however, actual results may differ from these estimates. Our critical accounting policies requiring estimates, assumptions and judgments
that we believe have the most significant impact on our consolidated financial statements are described below.
 
Revenue Recognition, Accounts Receivable and Allowances
 
Net service revenue is recognized at the amount that reflects the consideration the Company expects to receive in exchange for providing services
directly to consumers. Receipts are from federal, state and local governmental agencies, managed care organizations, commercial insurers and private
consumers for services rendered. The Company assesses the consumers’ ability to pay at the time of their admission based on the Company’s verification
of the customer’s insurance coverage under the Medicare, Medicaid, and other commercial or managed care insurance programs. Laws and regulations
governing the governmental programs in which we participate are complex and subject to interpretation. Net service revenues related to uninsured
accounts, or self-pay, is recorded net of implicit price concessions estimated based on historical collection experience to reduce revenue to the estimated
amount we expect to collect. Amounts collected from all sources may be less than amounts billed due to implicit price concessions resulting from client
eligibility issues, insufficient or incomplete documentation, services at levels other than authorized, pricing differences and other reasons unrelated to credit
risk. We monitor our net service revenues and collections from these sources and record any necessary adjustment to net service revenues based upon
management’s assessment of historical write offs and expected net collections, business and economic conditions, trends in federal, state and private
employer healthcare coverage and other collection indicators.
 
Accounts receivable is reduced to the amount expected to be collected in future periods for services rendered to customers prior to the balance
sheet date. Management estimates the value of accounts receivable, net of allowances for implicit price concessions based upon historical experience and
other factors, including an aging of accounts receivable, evaluation of expected adjustments, past adjustments and collection experience in relation to
amounts billed, current contract and reimbursement terms, shifts in payors and other relevant information. Collection of net service revenues we expect to
receive is normally a function of providing complete and correct billing information to the payors within the various filing deadlines. The evaluation of
these historical and other factors involves complex, subjective judgments impacting the determination of the implicit price concession assumption. In
addition, we compare our cash collections to recorded net service revenues and evaluate our historical allowances, including implicit price concessions,
based upon the ultimate resolution of the accounts receivable balance.
 
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Goodwill and Intangible Assets
 
Under business combination accounting, assets and liabilities are generally recognized at their fair values and the difference between the
consideration transferred, excluding transaction costs, and the fair values of the assets and liabilities is recognized as goodwill. The Company’s significant
identifiable intangible assets consist of customer and referral relationships, trade names and trademarks and state licenses. The Company uses various
valuation techniques to determine initial fair value of its intangible assets, including relief-from-royalty, income approach, discounted cash flow analysis,
and multi-period excess earnings, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation
approaches, we are required to make estimates and assumptions about future market growth and trends, forecasted revenue and costs, expected periods over
which the assets will be utilized, appropriate discount rates and other variables. The Company estimates the fair values of the trade names using the relief-
from-royalty method, which requires assumptions such as the long-term growth rates of future revenues, the relief from royalty rate for such revenue, the
tax rate and the discount rate. The Company estimates the fair value of existing indefinite-lived state licenses based on a blended approach of the
replacement cost method and cost savings method, which involves estimating the total process costs and opportunity costs to obtain a license, by estimating
future earnings before interest and taxes and applying an estimated discount rate, tax rate and time to obtain the license. The Company estimates the fair
value of existing finite-lived state licenses based on a method of analyzing the definite revenue streams with the license and without the license, which
involves estimating revenues and expenses, estimated time to build up to a current revenue base, which is market specific, and the non-licensed revenue
allocation, revenue growth rates, discount rate and tax amortization benefits. The Company estimates the fair value of customer and referral relationships
based on a multi-period excess earnings method, which involves identifying revenue streams associated with the assets, estimating the attrition rates based
upon historical financial data, expenses and cash flows associated with the assets, contributory asset charges, rates of return for specific assets, growth
rates, discount rate and tax amortization benefits. The Company estimates the fair value of non-competition agreements based on a method of analyzing the
factors to compete and factors not to compete, which involves estimating historical financial data, forecasted financial statements, growth rates, tax
amortization benefit, discount rate, review of factors to compete and factors not to compete as well as an assessment of the probability of successful
enforcement for each non-competition agreement.
 
As of December 31, 2025 and 2024, goodwill was $996.7 million and $970.6 million, respectively, included in our Consolidated Balance Sheets.
The carrying value of our goodwill is the excess of the purchase price over the fair value of the net assets acquired from various acquisitions. In accordance
with ASC Topic 350, Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite useful lives are not amortized. We test goodwill
for impairment at the reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a significant change
in business climate or regulatory changes that would indicate that an impairment may have occurred. We may elect to use a qualitative test to determine
whether impairment has occurred, focused on various factors including macroeconomic conditions, market trends, specific reporting unit financial
performance and other entity specific events, to determine if it is more likely than not that the fair value of a reporting unit exceeds its carrying value,
including goodwill. We may also bypass the qualitative assessment and perform a quantitative test. The quantitative goodwill impairment test involves
comparing the fair value of a reporting unit with its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, then
goodwill is not impaired. If the fair value of a reporting unit is less than its carrying value, then goodwill is impaired to the extent of the difference.
 
For the year ended December 31, 2025, the Company elected to perform a qualitative analysis to evaluate whether it was more likely than not that
the fair value of its reporting units exceeded their carrying values. Based on the results of the qualitative analysis, the Company concluded that threshold
was met, and no further quantitative goodwill impairment testing was required.
 
For the years ended December 31, 2024 and 2023, we performed the quantitative analysis to evaluate whether an impairment occurred. Since
quoted market prices for our reporting units are not available, we rely on widely accepted valuation techniques to determine fair value, including
discounted cash flow and market multiple approaches, which capture both the future income potential of the reporting unit and the market behaviors and
actions of market participants in the industry that includes the reporting unit. These types of models require us to make assumptions and estimates
regarding future cash flows, industry-specific economic factors and the profitability of future business strategies. The discounted cash flow model uses a
projection of estimated operating results and cash flows that are discounted using a weighted average cost of capital. The market multiple model estimates
fair value based on market multiples of earnings before interest, taxes and depreciation and amortization. Under the discounted cash flow model, the
projection uses management’s best estimates of economic and market conditions over the projected period for each reporting unit using significant
assumptions such as revenue growth rates, operating margins and the weighted-average cost of capital.
 
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Based on the totality of the information available, we concluded that it was more likely than not that the estimated fair values of our reporting
units were greater than their carrying values. Consequently, we concluded that there were no impairments for the years ended December 31, 2025, 2024 or
2023. The Company bases its fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently
uncertain. Actual future results may differ from those estimates.
 
As of December 31, 2025 and 2024, intangibles, net of accumulated amortization, was $102.4 million and $109.6 million, respectively, included in
our Consolidated Balance Sheets. Our identifiable intangible assets consist of customer and referral relationships, trade names, trademarks, state licenses
and non-competition agreements. Definite-lived intangible assets are amortized using straight-line and accelerated methods based upon the estimated useful
lives of the respective assets, which range from one to twenty-five years, and assessed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. Customer and referral relationships are amortized systematically over the periods of expected
economic benefit, which range from five to ten years. We would recognize an impairment loss when the estimated future non-discounted cash flows
associated with the intangible asset are less than the carrying value. An impairment charge would then be recorded for the excess of the carrying value over
the fair value. We estimate the fair value of these intangible assets using the income approach. In accordance with ASC Topic 350, Goodwill and Other
Intangible Assets, intangible assets with indefinite useful lives are not amortized. We test intangible assets with indefinite useful lives for impairment at the
reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a significant change in business climate or
regulatory changes that would indicate that an impairment may have occurred. No impairment charge was recorded for the years ended December 31,
2025, 2024 or 2023. Amortization of intangible assets is reported in the statement of income caption, “Depreciation and amortization” and not included in
the income statement caption cost of service revenues.
 
Recent Accounting Pronouncements
 
Refer to Note 1 to the Notes to Consolidated Financial Statements for further discussion.
 
Standby Letters of Credit
 
We had outstanding letters of credit of $7.9 million at December 31, 2025. These standby letters of credit benefit our third-party insurer for our
high deductible workers’ compensation insurance program. The amount of the letters of credit is negotiated annually in conjunction with the insurance
renewals.
 
Material Cash Requirements
 
We believe that our existing cash on hand, our anticipated cash flows from operations and amounts available under our Credit Agreement will be
sufficient to fund our anticipated operating and investing needs for the next 12 months and for the foreseeable future thereafter. Cash from operations could
also be affected by various risks and uncertainties, including, but not limited to the effects of risks detailed in Part I, Item 1A—”Risk Factors”.
 
Debt
 
As of December 31, 2025, the Company had outstanding debt on our revolving loan under our credit facility of $124.3 million, payable on July
30, 2028. Interest payments associated with the debt aggregate to $21.4 million, with $8.5 million payable within 12 months. As described in Note 9 to the
Notes to Consolidated Financial Statements, interest on borrowings under the revolving loan are variable. The calculated interest payable amounts use
actual rates available through January 2026 and assumes the January rates of 5.48%, for all future interest payable on the revolving loans. See Note 9,
Long-Term Debt, to the Notes to Consolidated Financial Statements for additional details of our long-term debt.
 
Leases
 
The Company has lease arrangements for local branches, our corporate headquarters and certain equipment. As of December 31, 2025, the
Company had fixed lease payment obligations aggregating to $59.5 million, with $15.8 million payable within 12 months. See Note 2, Leases, to the Notes
to Consolidated Financial Statements for additional details of our leases.
 
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Impact of Inflation
 
The United States has recently experienced high rates of inflation. These inflationary conditions have resulted in, and may continue to result in,
increased operating costs, particularly as the result of increased wages we have paid and may continue to pay our caregivers and other personnel and our
ability to attract and retain personnel. Increased price levels might allow us to increase our fees to private pay clients, but our ability to realize rate increases
from government programs might be limited despite inflation. Inflation may also raise our financing costs. For additional information regarding the risks to
us from the current competitive labor market and increasing labor costs, see Item 1A—Risk Factors — “We may not be able to attract and retain qualified
personnel or we may incur increased costs in doing so.”
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We are exposed to market risk associated with changes in interest rates on our variable rate long-term debt. As of December 31, 2025, we had
outstanding borrowings of approximately $124.3 million on our credit facility, all of which was subject to variable interest rates. As of December 31, 2024,
we had outstanding borrowings of approximately $223.0 million on our credit facility, all of which was subject to variable interest rates. If the variable
rates on this debt were 100 basis points higher than the rate applicable to the borrowing during the year ended December 31, 2025, our net income would
have decreased by $1.4 million, or $0.08 per diluted share. We do not currently have any derivative or hedging arrangements, or other known exposures, to
changes in interest rates.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Our Consolidated Financial Statements together with the related Notes to Consolidated Financial Statements and the report of our independent
registered public accounting firm, are set forth on the pages indicated in Part IV, Item 15—”Exhibits and Financial Statement Schedules.”
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 9A. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the issuer’s management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of December 31, 2025.
 
Management’s Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an
assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our assessment under the framework in Internal
Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
 
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Under SEC Staff guidance, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting
which covers the period in which such acquisition was completed. We excluded Helping Hands Home Care Service, Inc., a Pennsylvania corporation
(“Helping Hands”) and Gold Horses, LLC, a Texas limited liability company (“Gold Horses”) from our assessment of internal control over financial
reporting as of December 31, 2025 because they were acquired in purchase business combinations on August 1, 2025 and October 1, 2025, respectively.
 
 
•
Helping Hands represented 0.5% of our revenues, 0.5% of our operating income and 0.2% of our assets as of and for the year ended December 31,
2025.
 
 
•
Gold Horses represented 0.2% of our revenues, 0.4% of our operating income and 0.0% of our assets as of and for the year ended December 31,
2025.
 
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in its report which appears within Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and
15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
 
 
ITEM 9B. OTHER INFORMATION
 
During the quarter ended December 31, 2025, each of the following directors and Section 16 officers adopted a Rule 10b5-1 Trading Arrangement
(as defined in Item 408(a) of Regulation S-K) to sell common shares:
 
 
   
   
   
 
Shares Vesting and
Subject to
    Other Shares Being Sold 
Name
 
Title
 
Adoption Date  
Expiration Date
(1)
 
Sell-To-Cover (2)
   
(Subject to Certain
Conditions)
 
Heather Dixon  
President and Chief Operating
Officer
  November 6, 2025 
September 15,
2026
   
10,629     
n/a 
 
 
(1) Each plan will expire on the date represented in the table or upon the earlier completion of all transactions contemplated by the arrangement.
 
 
(2) This column indicates the total number of shares vesting in connection with equity awards, not the number of shares to be sold. The actual number
of shares to be sold will be a smaller number based on whatever is required to satisfy payment of applicable withholding taxes under sell-to-cover
arrangements.
  
 
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
Not applicable.
 
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PART III
 
Certain information required by Part III is omitted from this Annual Report on Form 10-K as we intend to file our definitive Proxy Statement for
the 2026 Annual Meeting of Stockholders pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered
by this Annual Report, and certain information included in the Proxy Statement is incorporated herein by reference.
 
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The information required by this item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC not later than 120 days
after the end of the fiscal year ended December 31, 2025.
 
We have adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that is applicable to all of our employees, officers and members of
our Board of Directors, and our subsidiaries. The Code of Conduct addresses, among other things, legal compliance, conflicts of interest, corporate
opportunities, protection and proper use of Company assets, confidential and proprietary information, integrity of records, compliance with accounting
principles and relations with government agencies. A copy of the current version of our Code of Conduct is available in the Investors—Corporate
Governance section of our internet website located at www.addus.com. A copy of the Code of Conduct is also available in print, free of charge, to any
stockholder who requests it by writing to Addus HomeCare Corporation, 6303 Cowboys Way, Suite 600, Frisco, TX 75034. We intend to post amendments
to or waivers from, if any, our Code of Conduct at this location on our website, in each case to the extent such amendment or waiver would otherwise
require the filing of a Current Report on Form 8-K pursuant to Item 5.05 thereof.
 
 
ITEM 11. EXECUTIVE COMPENSATION
 
The information required by this item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC not later than 120 days
after the end of the fiscal year ended December 31, 2025.
 
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 
The information required by this item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC not later than 120 days
after the end of the fiscal year ended December 31, 2025.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
The information required by this item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC not later than 120 days
after the end of the fiscal year ended December 31, 2025.
 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
The information required by this item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC not later than 120 days
after the end of the fiscal year ended December 31, 2025.
 
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PART IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 
(a)
(1), (2) The Financial Statements listed on the index on page F-1 following are included herein. All schedules are omitted, either because
they are not applicable or because the required information is shown in the financial statements or the notes thereto.
 
 
(b)
Exhibits
 
EXHIBIT INDEX
 
 
   
 
Incorporated by Reference
Exhibit
Number
 
Description of Document
 
Form
 
File No.
 
Date Filing  
Exhibit
Number
 
 
   
   
   
   
3.1
 
Amended and Restated Certificate of Incorporation of Addus HomeCare
Corporation dated as of October 27, 2009.
 
10-Q
 
001-34504  
11/20/2009  
3.1
 
 
   
   
   
   
3.2
 
Amended and Restated Bylaws of Addus HomeCare Corporation, as
amended by the First Amendment to Amended and Restated Bylaws.
 
10-Q
 
001-34504  
05/9/2013  
3.2
 
 
   
   
   
   
4.1
  Form of Common Stock Certificate.
 
S-1
  333-160634  
10/2/2009  
4.1
 
 
   
   
   
   
4.2
 
Description of Securities of Addus HomeCare Corporation Registered under
Section 12 of the Exchange Act.
 
10-K
 
001-34504  
8/10/2020  
4.2
 
   
   
   
   
   
10.1*
  Addus Holding Corporation 2006 Stock Incentive Plan.
 
S-1
  333-160634  
7/17/2009  
10.12
 
 
   
   
   
   
10.2*
 
Director Form of Non-Qualified Stock Option Certificate under the 2006
Stock Incentive Plan.
 
S-1
  333-160634  
7/17/2009  
10.13
 
 
   
   
   
   
10.3*
 
Executive Form of Non-Qualified Stock Option Certificate under the 2006
Stock Incentive Plan.
 
S-1
  333-160634  
7/17/2009  
10.14
 
 
   
   
   
   
10.4
  2009 Form of Indemnification Agreement.
 
S-1
  333-160634  
7/17/2009  
10.16
 
 
   
   
   
   
10.5*
  Form of Addus HomeCare Corporation 2009 Stock Incentive Plan.
 
S-1
  333-160634  
9/21/2009  
10.20
 
 
   
   
   
   
10.6*
 
Form of Nonqualified Stock Option Award Agreement pursuant to the 2009
Stock Incentive Plan.
 
S-1
  333-160634  
9/21/2009  
10.20(a)
 
 
   
   
   
   
10.7*
 
Form of Restricted Stock Award Agreement pursuant to the 2009 Stock
Incentive Plan.
 
S-1
  333-160634  
9/21/2009  
10.20(b)
 
 
   
   
   
   
10.8
 
Securities Purchase Agreement, dated as of April 24, 2015, by and among
Addus HealthCare, Inc., Margaret Coffey, Carol Kolar, South Shore Home
Health Service, Inc. and Acaring Home Care, LLC.
 
10-Q
 
001-34504  
5/8/2015
 
10.1
 
66

Table of Contents
 
10.9
 
Credit Agreement, dated as of May 8, 2017, by and among Addus Healthcare,
Inc., as the Borrower, the other parties from time to time a party thereto, and
Capital One, National Association, as a Lender and Swing Lender and as
Agent for all Lenders, Suntrust Bank, as Documentation Agent, Bank of the
West, Compass Bank, Fifth Third Bank and JPMorgan Chase Bank, N.A., as
Co-Syndication Agents, the other financial institutions party thereto, as
Lenders, Capital One, National Association, Bank of the West, Compass
Bank, Fifth Third Bank and JPMorgan Chase Bank, N.A. and Suntrust
Robinson Humphrey as Joint Lead Arrangers and Capital One, National
Association, as Sole Bookrunner.
 
10-Q
 
001-34504  
5/9/2017
 
10.3
 
 
   
   
   
   
10.10*
 
Addus HomeCare Corporation’s 2017 Omnibus Incentive Plan, effective as
of April 27, 2017.
 
8-K
 
001-34504  
6/16/2017  
10.1
 
10.11*
 
Form of Nonqualified Stock Option Award Agreement pursuant to the 2017
Omnibus Incentive Plan.
 
10-K
 
001-34504  
3/14/2018  
10.28
 
 
   
   
   
   
10.12*
 
Form of Restricted Stock Award Agreement pursuant to the 2017 Omnibus
Incentive Plan.
 
10-K
 
001-34504  
3/14/2018  
10.29
 
 
   
   
   
   
10.13
 
Stock Purchase Agreement, dated February 27, 2018, by and among Addus
Healthcare, Inc., Michael J. Merrell and Mary E. Merrell, individually,
Michael J. Merrell and Mary E. Merrell, as Trustees of the Merrell Revocable
Trust UTA dated June 3, 2012, and Michael J. Merrell and Mary E. Merrell,
as Trustees of the Ambercare Corporation Employee Stock Ownership Plan
Trust.
 
8-K
 
001-34504  
3/5/2018
 
10.1
 
   
   
   
   
   
10.14
 
Amended and Restated Credit Agreement by and among Addus HealthCare,
Inc., as borrower, the Company, the other Credit Parties party thereto, the
Lenders and L/C Issuers party thereto, and Capital One, National Association,
as administrative agent.
 
10-Q
 
001-34504  
8/11/2018  
10.2
 
   
   
   
   
   
10.15*
 
Second Amended and Restated Employment and Non-Competition
Agreement, dated November 5, 2018, by and between Addus HealthCare,
Inc. and R. Dirk Allison.
 
10-Q
 
001-34504  
8/11/2018  
10.3
 
   
   
   
   
   
10.16*
 
Second Amended and Restated Employment and Non-Competition
Agreement, dated November 5, 2018, by and between Addus HealthCare,
Inc. and Brian Poff.
 
10-Q
 
001-34504  
8/11/2018  
10.4
 
   
   
   
   
   
10.17*
 
Second Amended and Restated Employment and Non-Competition
Agreement, dated November 5, 2018, by and between Addus HealthCare,
Inc. and Darby Anderson.
 
10-Q
 
001-34504  
8/11/2018  
10.6
 
   
   
   
   
   
10.18*
 
Second Amended and Restated Employment and Non-Competition
Agreement, dated November 5, 2018, by and between Addus HealthCare,
Inc. and W. Bradley Bickham.
 
10-Q
 
001-34504  
8/11/2018  
10.7
 
   
   
   
   
   
10.19
 
Amended and Restated Credit Agreement, dated as of October 31, 2018, by
and among Addus HealthCare, Inc., as borrower, the Company, the other
Credit Parties party thereto, the Lenders and L/C Issuers party thereto, and
Capital One, National Association, as administrative agent.
 
10-Q
 
001-34504  
11/8/2018  
10.2
 
   
   
   
   
   
10.20*
 
Employment and Non-Competition Agreement, effective April 29, 2019, by
and between Addus HealthCare, Inc. and Sean Gaffney.
 
8-K
 
001-34504  
4/8/2019
 
99.2
 
67

Table of Contents
 
10.21*
 
Employment and Non-Competition Agreement, effective November 7, 2019,
by and between Addus HealthCare, Inc. and David Tucker.
 
10-K
 
001-34504  
8/10/2020  
10.40
 
   
   
   
   
   
10.22*
 
Employment and Non-Competition Agreement, effective November 7, 2019,
by and between Addus HealthCare, Inc. and Mike Wattenbarger.
 
10-K
 
001-34504  
8/10/2020  
10.41
 
10.23
 
Equity Purchase Agreement, dated August 25, 2019, by and among Addus
Healthcare, Inc., Hospice Partners of America, LLC, New Capital Partners II
– HS, Inc., Senior Care Services, LLC, Eastside Partners II, L.P., and New
Capital Partners II, LLC.
 
S-3ASR
  333-233600  
9/3/2019
 
2.1
 
   
   
   
   
   
10.24
 
First Amendment to Amended and Restated Credit Agreement, dated as of
September 12, 2019, by and among Addus HealthCare, Inc., as the Borrower,
Addus HomeCare Corporation, other Credit Parties party thereto, Capital
One, National Association, as administrative agent and as a Lender, and the
other Lenders party thereto.
 
10-Q
 
001-34504  
9/13/2019  
10.1
 
   
   
   
   
   
10.25
 
Unit Purchase Agreement, dated November 10, 2020, by and among Addus
Healthcare, Inc., Queen City Hospice, LLC, Miracle City Hospice, LLC, and
QCH Holdings LLC.
 
10-K
 
001-34504  
3/1/2021
 
10.45
 
10.26
 
Amendment to Unit Purchase Agreement, dated December 3, 2020, by and
among Addus Healthcare, Inc., Queen City Hospice, LLC, Miracle City
Hospice, LLC, and QCH Holdings LLC.
 
10-K
 
001-34504  
3/1/2021
 
10.46
 
   
   
   
   
   
10.27*
 
Employment and Non-Competition Agreement, effective June 14, 2021, by
and between Addus HealthCare, Inc. and Roberton James Stevenson.
 
10-Q
 
001-34504  
8/4/2021
 
10.2
 
   
   
   
   
   
10.28**
 
Second Amendment to Amended and Restated Credit Agreement, dated as of
July 30, 2021, by and among Addus HealthCare, Inc., as the Borrower, Addus
HomeCare Corporation, the other Credit Parties party thereto, Capital One,
National Association, as administrative agent and as a Lender, and the other
Lenders party thereto.
 
8-K
 
001-34504  
8/4/2021
 
10.1
 
   
   
   
   
   
10.29*
  2022 Form of Indemnification Agreement.
 
10-K
 
001-34504  
2/25/2022  
10.50
 
   
   
   
   
   
10.30*
 
Amended and Restated Employment and Non-Competition Agreement,
effective March 1, 2022, by and between Addus HealthCare, Inc. and Monica
Raines.
 
10-Q
 
001-34504  
5/23/2022  
10.1
 
   
   
   
   
   
10.31*
 
Employment and Non-Competition Agreement, effective April 20, 2022, by
and between Addus HealthCare, Inc. and Cliff Blessing.
 
10-Q
 
001-34504  
8/2/2022
 
10.1
 
   
   
   
   
   
10.32
 
Third Amendment to Amended and Restated Credit Agreement, dated as of
April 26, 2023, by and among Addus HealthCare, Inc., as the Borrower,
Addus HomeCare Corporation, the other Credit Parties party thereto, Capital
One, National Association, as administrative agent and as a Lender, and the
other Lenders party thereto.
 
10-Q
 
001-34504  
5/2/2023
 
10.1
 
   
   
   
   
   
10.33*
 
Addus HomeCare Corporation Amended and Restated 2017 Omnibus
Incentive Plan.
 
10-Q
 
001-34504  
8/1/2023
 
10.1
 
68

Table of Contents
 
10.34**
 
Membership Interests Purchase Agreement, dated June 28, 2023, by and
among Addus HealthCare, Inc., HHH Newco Holdings, LLC, American
Health Companies, LLC, American Home Care, LLC, Homecare, LLC,
Tennessee Valley Home Care, LLC, and Tri-County Home Health and
Hospice, LLC.
 
10-Q
 
001-34504  
8/1/2023
 
10.1
 
   
   
   
   
   
10.35
 
Stock and Asset Purchase Agreement, dated June 8, 2024, by and between
Addus HealthCare, Inc. and Curo Health Services, LLC.
 
8-K/A
 
001-34504  
6/26/2024  
10.1
 
10.36**
 
Fourth Amendment to Amended and Restated Credit Agreement, dated as of
October 22, 2024, by and among Addus HealthCare, Inc., as the Borrower,
Addus HomeCare Corporation, the other Credit Parties party thereto, Capital
One, National Association, as administrative agent and as a Lender, and the
other Lenders party thereto.
 
8-K
 
001-34504  
10/22/2024  
10.1
 
   
   
   
   
   
10.37*
 
Retention and Transition Agreement, dated March 10, 2025, by and between
Addus Healthcare, Inc. and Heather Dixon.
 
8-K
 
001-34504  
3/11/2025  
10.1
 
   
   
 
 
   
   
10.38*
 
Third Amended and Restated Employment and Non-Competition Agreement,
dated March 10, 2025, by and between Addus Healthcare, Inc. and Heather
Dixon.
 
8-K
 
001-34504  
3/11/2025  
10.2
 
   
   
 
 
   
   
10.39*
 
Employment and Non-Competition Agreement, dated August 4, 2025, by and
between Addus Healthcare, Inc. and Heather Dixon.
 
8-K
 
001-34504  
8/7/2025
 
10.1
 
   
   
 
 
   
   
10.40*
 
Amended and Restated Retention and Transition Agreement, dated August 4,
2025, by and between Addus Healthcare, Inc. and W. Bradley Bickham.
 
8-K
 
001-34504  
8/7/2025
 
10.2
 
   
   
   
   
   
21.1
  Subsidiaries of Addus HomeCare Corporation.
   
   
   
   
 
 
   
   
   
   
23.1
 
Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm.
   
   
   
   
 
 
   
   
   
   
31.1
 
Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the
Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 
 
   
   
   
 
 
   
   
   
   
31.2
 
Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the
Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 
 
   
   
   
 
 
   
   
   
   
32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
   
   
   
 
32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
   
   
   
 
69

Table of Contents
 
101.INS
 
Inline XBRL Instance Document (the instance document does not appear in
the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document).
   
   
   
   
 
   
   
   
   
   
101.SCH
  Inline XBRL Taxonomy Extension Schema Document.
   
   
   
   
 
   
   
   
   
   
101.CAL
  Inline XBRL Taxonomy Calculation Linkbase Document.
   
   
   
   
 
   
   
   
   
   
101.LAB
  Inline XBRL Taxonomy Label Linkbase Document.
   
   
   
   
 
   
   
   
   
   
101.PRE
  Inline XBRL Presentation Linkbase Document.
   
   
   
   
 
   
   
   
   
   
101.DEF
  Inline XBRL Taxonomy Extension Definition Linkbase Document.
   
   
   
   
 
   
   
   
   
   
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL
document and contained in Exhibit 101).
   
   
   
   
 
* Management compensatory plan or arrangement
 
** Schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of
any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
 
ITEM 16. FORM 10-K SUMMARY
 
None.
 
70

Table of Contents
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
Addus HomeCare Corporation
 
 
By:
/s/ R. DIRK ALLISON
 
R. Dirk Allison,
Chief Executive Officer and
Chairman of the Board
 
Date: February 24, 2026
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
 
Signature
 
Title
 
Date
 
   
   
/s/ R. DIRK ALLISON
  Chief Executive Officer and Chairman of the Board (Principal Executive Officer)  
February 24, 2026
R. Dirk Allison
   
   
 
   
   
/s/ BRIAN POFF
  Chief Financial Officer (Principal Financial and Accounting Officer)
 
February 24, 2026
Brian Poff
   
   
 
   
   
/s/ MICHAEL EARLEY
  Director
 
February 24, 2026
Michael Earley
   
   
 
   
   
/s/ MARK L. FIRST
  Director
 
February 24, 2026
Mark L. First
   
   
 
   
   
/s/ DARIN J. GORDON
  Director
 
February 24, 2026
Darin J. Gordon
   
   
 
   
   
/s/ VERONICA HILL-MILBOURNE
  Director
 
February 24, 2026
Veronica Hill-Milbourne
   
   
 
   
   
/s/ ESTEBAN LÓPEZ, M.D.
  Director
 
February 24, 2026
Esteban López, M.D.
   
   
 
   
   
/s/ JEAN RUSH
  Director
 
February 24, 2026
Jean Rush
   
   
 
   
   
/s/ SUSAN T. WEAVER, M.D., FACP
  Director
 
February 24, 2026
Susan T. Weaver, M.D., FACP
   
   
 
71

Table of Contents
 
INDEX TO CONSOLIDATED FINANCIAL INFORMATION
 
 
 
 
Page
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Balance Sheets
F-4
Consolidated Statements of Income
F-5
Consolidated Statements of Stockholders’ Equity
F-6
Consolidated Statements of Cash Flows
F-7
Notes to Consolidated Financial Statements
F-8
 
All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been omitted.
 
 
F-1

Table of Contents
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors and Stockholders of Addus HomeCare Corporation
 
Opinions on the Financial Statements and Internal Control over Financial Reporting
 
We have audited the accompanying consolidated balance sheets of Addus HomeCare Corporation and its subsidiaries (the “Company”) as of
December 31, 2025 and 2024, and the related consolidated statements of income, of stockholders’ equity and of cash flows for each of the three years in the
period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the
Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
 
Basis for Opinions
 
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over
Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective
internal control over financial reporting was maintained in all material respects.
 
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
 
As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded Helping Hands Home Care
Service, Inc., a Pennsylvania corporation (“Helping Hands”) and Gold Horses, LLC, a Texas limited liability company (“Gold Horses”) from its assessment
of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in purchase business combinations during
2025. We have also excluded Helping Hands and Gold Horses from our audit of internal control over financial reporting. Helping Hands and Gold Horses
are wholly-owned subsidiaries whose total revenues, total operating income, and total assets excluded from management’s assessment and our audit of
internal control over financial reporting represent approximately 0.5% and 0.2% of total revenues, respectively, approximately 0.5% and 0.4% of total
operating income, respectively and approximately 0.2% and 0.0% of total assets, respectively, of the related consolidated financial statement amounts as of
and for the year ended December 31, 2025.
 
 
F-2

Table of Contents
 
Definition and Limitations of Internal Control over Financial Reporting
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
Critical Audit Matters
 
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
 
Valuation of Accounts Receivable, Net of Allowances for Implicit Price Concessions
 
As described in Note 1 to the consolidated financial statements, net service revenue is recognized at the amount that reflects the consideration the Company
expects to receive in exchange for providing services directly to consumers. Amounts collected may be less than amounts billed due to implicit price
concessions, resulting from client eligibility issues, insufficient or incomplete documentation, services at levels other than authorized, pricing differences
and other reasons unrelated to credit risk. Management estimates the value of accounts receivable, net of allowances for implicit price concessions, based
upon historical experience and other factors, including an aging of accounts receivable, evaluation of expected adjustments, past adjustments and collection
experience in relation to amounts billed, current contract and reimbursement terms, shifts in payors and other relevant information. The evaluation of these
historical and other factors involves complex, subjective judgments. Accounts receivable, net of allowances for implicit price concessions (before the
allowance for credit losses) were $155.0 million as of December 31, 2025.
 
The principal considerations for our determination that performing procedures relating to the valuation of accounts receivable, net of allowances for
implicit price concessions is a critical audit matter are (i) the significant judgment by management when developing the estimate of accounts receivable, net
of allowances for implicit price concessions and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating
audit evidence related to the estimate.
 
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of accounts receivable, net of
implicit price concessions, including controls over the allowance for implicit price concessions. These procedures also included, among others (i) testing
management’s process for developing the estimate of accounts receivable, net of allowances for implicit price concessions; (ii) evaluating the relevance and
use of historical experience data as an input into management’s estimate; (iii) testing the completeness and accuracy of underlying historical collection data
used as an input into management’s estimate; (iv) testing, on a sample basis, the accuracy of revenue transactions and cash collections from the billing and
collection data used as an input into the estimate; (v) evaluating the historical accuracy of management’s estimate of the amount expected to be collected by
performing a retrospective comparison of actual cash collections to the related accounts receivable; and (vi) performing a comparison of the remaining
uncollected accounts receivable balance as of a date subsequent to year end, to expected future cash collections based on the Company’s historical
collection patterns.
 
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
February 24, 2026
 
We have served as the Company’s auditor since 2019.
 
F-3

Table of Contents
  
 
ADDUS HOMECARE CORPORATION
AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
As of December 31, 2025 and 2024
(amounts and shares in thousands, except per share data)
 
 
 
2025
   
2024
 
Assets
     
       
 
Current assets
     
       
 
Cash
  $
81,617    $
98,911 
Accounts receivable, net of allowances for credit losses
   
151,695     
122,880 
Prepaid expenses and other current assets
   
36,179     
38,591 
Total current assets
   
269,491     
260,382 
Property and equipment, net of accumulated depreciation and amortization
   
24,998     
24,703 
Other assets
     
       
 
Goodwill
   
996,696     
970,558 
Intangibles, net of accumulated amortization
   
102,410     
109,643 
Operating lease assets, net
   
43,713     
47,348 
Total other assets
   
1,142,819     
1,127,549 
Total assets
  $
1,437,308    $
1,412,634 
Liabilities and stockholders’ equity
     
       
 
Current liabilities
     
       
 
Accounts payable
  $
16,832    $
27,176 
Accrued payroll
   
65,941     
62,053 
Accrued expenses
   
28,191     
28,959 
Operating lease liabilities, current portion
   
13,144     
12,800 
Government stimulus advances
   
11,699     
11,239 
Accrued workers’ compensation insurance
   
13,680     
13,644 
Total current liabilities
   
149,487     
155,871 
Long-term liabilities
     
       
 
Long-term debt, net of debt issuance costs
   
120,959     
218,443 
Long-term operating lease liabilities
   
37,259     
41,883 
Deferred income tax
   
44,065     
25,820 
Other long-term liabilities
   
235     
125 
Total long-term liabilities
   
202,518     
286,271 
Total liabilities
  $
352,005    $
442,142 
Stockholders’ equity
     
       
 
Common stock—$.001 par value; 40,000 authorized and 18,518 and 18,148 shares issued and outstanding
as of December 31, 2025 and 2024, respectively
  $
18    $
18 
Additional paid-in capital
   
612,945     
594,044 
Retained earnings
   
472,340     
376,430 
Total stockholders’ equity
   
1,085,303     
970,492 
Total liabilities and stockholders’ equity
  $
1,437,308    $
1,412,634 
 
See accompanying Notes to Consolidated Financial Statements
 
F-4

Table of Contents
 
 
ADDUS HOMECARE CORPORATION
AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31, 2025, 2024 and 2023
(amounts and shares in thousands, except per share data)
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
Net service revenues
  $
1,422,530    $
1,154,599    $
1,058,651 
Cost of service revenues
   
960,656     
779,578     
718,775 
Gross profit
   
461,874     
375,021     
339,876 
General and administrative expenses
   
306,847     
258,800     
234,794 
Depreciation and amortization
   
16,412     
13,530     
14,126 
Total operating expenses
   
323,259     
272,330     
248,920 
Operating income
   
138,615     
102,691     
90,956 
Interest income
   
(2,442)    
(4,394)    
(1,476)
Interest expense
   
13,612     
7,732     
11,106 
Total interest expense, net
   
11,170     
3,338     
9,630 
Income before income taxes
   
127,445     
99,353     
81,326 
Income tax expense
   
31,535     
25,755     
18,810 
Net income
  $
95,910    $
73,598    $
62,516 
Net income per common share
     
       
       
 
Basic net income per share
  $
5.31    $
4.33    $
3.91 
Diluted net income per share
  $
5.22    $
4.23    $
3.83 
Weighted average number of common shares and potential common shares
outstanding:
     
       
       
 
Basic
   
18,053     
17,006     
15,996 
Diluted
   
18,391     
17,380     
16,311 
 
See accompanying Notes to Consolidated Financial Statements
 
F-5

Table of Contents
 
 
ADDUS HOMECARE CORPORATION
AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the years ended December 31, 2025, 2024 and 2023
(amounts and shares in thousands)
 
 
 
Common Stock
   
Additional
Paid in
Capital
   
Retained
Earnings
   
Total
Stockholders’
Equity
 
 
 
Shares
   
Amount
     
 
     
 
     
 
 
Balance at January 1, 2023
   
16,128    $
16    $
393,208    $
240,316    $
633,540 
Issuance of shares of common stock under restricted stock
award agreements
   
86     
—     
—     
—     
— 
Stock-based compensation
   
—     
—     
10,319     
—     
10,319 
Shares issued for exercise of stock options
   
13     
—     
319     
—     
319 
Net income
   
—     
—     
—     
62,516     
62,516 
Balance at December 31, 2023
   
16,227    $
16    $
403,846    $
302,832    $
706,694 
Issuance of shares of common stock under restricted stock
award agreements
   
151     
—     
—     
—     
— 
Forfeiture of shares of common stock under restricted stock
award agreements
   
(5)    
—     
—     
—     
— 
Stock-based compensation
   
—     
—     
11,165     
—     
11,165 
Shares issued for exercise of stock options
   
50     
—     
3,435     
—     
3,435 
Shares issued in public offering, net of offering costs
   
1,725     
2     
175,598     
—     
175,600 
Net income
   
—     
—     
—     
73,598     
73,598 
Balance at December 31, 2024
   
18,148    $
18    $
594,044    $
376,430    $
970,492 
Issuance of shares of common stock under restricted stock
award agreements
   
265     
—     
—     
—     
— 
Forfeiture of shares of common stock under restricted stock
award agreements
   
(5)    
—     
—     
—     
— 
Stock-based compensation
   
—     
—     
16,424     
—     
16,424 
Shares issued for exercise of stock options
   
110     
—     
2,477     
—     
2,477 
Net income
   
—     
—     
—     
95,910     
95,910 
Balance at December 31, 2025
   
18,518    $
18    $
612,945    $
472,340    $
1,085,303 
 
See accompanying Notes to Consolidated Financial Statements
 
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Table of Contents
 
 
ADDUS HOMECARE CORPORATION
AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025, 2024 and 2023
(amounts in thousands)
 
 
 
For the Years
 
 
 
Ended December 31,
 
 
 
2025
   
2024
   
2023
 
Cash flows from operating activities:
     
       
       
 
Net income
  $
95,910    $
73,598    $
62,516 
Adjustments to reconcile net income to net cash provided by operating activities, net of
acquisitions:
     
       
       
 
Depreciation and amortization
   
16,412     
13,530     
14,126 
Deferred income taxes
   
17,867     
13,192     
2,819 
Stock-based compensation
   
16,424     
11,165     
10,319 
Amortization of debt issuance costs under the credit facility
   
1,294     
1,050     
860 
Provision for credit losses
   
1,563     
1,121     
731 
Gain on disposal of assets
   
(2)    
(13)    
— 
Impairment of operating lease assets
   
—     
4,968     
13 
(Gain) loss on termination of operating leases
   
21     
42     
(23)
Gain on divestiture of business
   
—     
(3,725)    
— 
Changes in operating assets and liabilities, net of acquisitions:
     
       
       
 
Accounts receivable
   
(26,650)    
22,137     
15,666 
Prepaid expenses and other current assets
   
(1,753)    
(19,065)    
(3,113)
Government stimulus advances
   
460     
5,474     
(7,577)
Accounts payable
   
(12,656)    
(1,909)    
2,025 
Accrued payroll
   
3,250     
(146)    
9,176 
Accrued expenses and other liabilities
   
(633)    
(4,985)    
4,709 
Net cash provided by operating activities
   
111,507     
116,434     
112,247 
Cash flows from investing activities:
     
       
       
 
Acquisition of businesses, net of cash acquired
   
(31,581)    
(353,946)    
(109,797)
Purchases of property and equipment
   
(7,719)    
(6,050)    
(9,454)
Proceeds received from disposal of assets
   
15     
29     
15 
Proceeds received from previous acquisition
   
2,937     
—     
— 
Proceeds received from divestiture of business
   
3,848     
5,357     
— 
Net cash used in investing activities
   
(32,500)    
(354,610)    
(119,236)
Cash flows from financing activities:
     
       
       
 
Proceeds from borrowings on revolver — credit facility
   
11,335     
233,000     
110,000 
Payments on revolver loan — credit facility
   
(110,000)    
(136,353)    
(118,500)
Proceeds from public offering
   
—     
175,600     
— 
Payments for debt issuance costs under the credit facility
   
(113)    
(3,386)    
— 
Cash received from exercise of stock options
   
2,477     
3,435     
319 
Net cash (used in) provided by financing activities
   
(96,301)    
272,296     
(8,181)
Net change in cash
   
(17,294)    
34,120     
(15,170)
Cash, at beginning of period
   
98,911     
64,791     
79,961 
Cash, at end of period
  $
81,617    $
98,911    $
64,791 
Supplemental disclosures of cash flow information:
     
       
       
 
Cash paid for interest
  $
12,461    $
6,520    $
10,254 
Cash paid for income taxes
   
12,620     
26,251     
14,985 
Supplemental disclosures of non-cash investing and financing activities
     
       
       
 
Leasehold improvements acquired through tenant allowances
   
363     
130     
— 
Licensing fees included in Fixed assets
   
—     
—     
4,000 
 
 
See accompanying Notes to Consolidated Financial Statements
 
F-7

Table of Contents
 
ADDUS HOMECARE CORPORATION
AND SUBSIDIARIES
 
Notes to Consolidated Financial Statements
 
 
1. Significant Accounting Policies
 
Basis of Presentation and Description of Business
 
The Consolidated Financial Statements include the accounts of Addus HomeCare Corporation (“Holdings”) and its subsidiaries (together with
Holdings, the “Company,” “we,” “us,” or “our”). The Company operates as a multi-state provider of three distinct but related business segments providing
in-home services. In its personal care services segment, the Company provides non-medical assistance with activities of daily living, primarily to persons
who are at increased risk of hospitalization or institutionalization, such as the elderly, chronically ill or disabled. In its hospice segment, the Company
provides physical, emotional and spiritual care for people who are terminally ill as well as related services for their families. In its home health segment, the
Company provides services that are primarily medical in nature to individuals who may require assistance during an illness or after hospitalization and
include skilled nursing and physical, occupational and speech therapy. The Company’s payor clients include federal, state and local governmental agencies,
managed care organizations, commercial insurers and private individuals.
 
Principles of Consolidation
 
All intercompany balances and transactions have been eliminated in consolidation.
 
Reclassification of Prior Balances
 
Certain reclassifications have been made to prior period amounts to conform to the current-year presentation including the reporting of Texas as a
separate line item in personal care, commercial insurance as a separate line item in hospice, and state, local and other governmental programs (excluding
Medicare) as a separate line item in home health. These reclassifications have no effect on the reported net income for the years ended December 31, 2025,
2024 and 2023.
 
Revenue Recognition
 
Net service revenue is recognized at the amount that reflects the consideration the Company expects to receive in exchange for providing services
directly to consumers. Receipts are from federal, state and local governmental agencies, managed care organizations, commercial insurers and private
consumers for services rendered. The Company assesses the consumers’ ability to pay at the time of their admission based on the Company’s verification
of the customer’s insurance coverage under the Medicare, Medicaid, and other commercial or managed care insurance programs. Laws and regulations
governing the governmental programs in which the Company participates are complex and subject to interpretation. Net service revenues related to
uninsured accounts, or self-pay, is recorded net of implicit price concessions estimated based on historical collection experience to reduce revenue to the
estimated amount the Company expects to collect. Amounts collected from all sources may be less than amounts billed due to implicit price concessions,
resulting from client eligibility issues, insufficient or incomplete documentation, services at levels other than authorized, pricing differences and other
reasons unrelated to credit risk. The Company monitors our net service revenues and collections from these sources and records any necessary adjustment
to net service revenues based upon management’s assessment of historical write offs and expected net collections, business and economic conditions, trends
in federal, state and private employer healthcare coverage and other collection indicators.
 
The initial estimate of net service revenues is determined by reducing the standard charge by any contractual adjustments, discounts and implicit
price concessions. Subsequent changes to the estimate of net service revenues are generally recorded in the period of the change. Subsequent changes that
are determined to be the result of an adverse change in the patient’s ability to pay are recorded as bad debt expense.
 
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Personal Care
 
The majority of the Company’s net service revenues are generated from providing personal care services directly to consumers under contracts
with state, local and other governmental agencies, managed care organizations, commercial insurers and private consumers. Generally, these contracts,
which are negotiated based on current contracting practices as appropriate for the payor, establish the terms of a customer relationship and set the broad
range of terms for services to be performed at a stated rate. However, the contracts do not give rise to rights and obligations until an order is placed with the
Company. When an order is placed, it creates the performance obligation to provide a defined quantity of service hours, or authorized hours, per consumer.
The Company satisfies its performance obligations over time, given that consumers simultaneously receive and consume the benefits provided by the
Company as the services are performed. As the Company has a right to consideration from customers commensurate with the value provided to customers
from the performance completed over a given invoice period, the Company has elected to use the practical expedient for measuring progress toward
satisfaction of performance obligations and recognizes patient service revenue in the amount to which the Company has a right to invoice.
 
Hospice Revenue
 
The Company generates net service revenues from providing hospice services to consumers who are terminally ill as well as related services for
their families. Net service revenues are recognized as services are provided and costs for delivery of such services are incurred. The estimated payment
rates are daily rates for each of the levels of care the Company delivers. Hospice companies are subject to two specific payment limit caps under the
Medicare program each federal fiscal year, the inpatient cap and the aggregate cap. The inpatient cap limits the number of inpatient care days provided to
no more than 20% of the total days of hospice care provided to Medicare patients for the year. If a hospice exceeds the number of allowable inpatient care
days, the hospice must refund any amounts received for inpatient care that exceed the total of: (i) the product of the total reimbursement paid to the hospice
for inpatient care multiplied by the ratio of the maximum number of allowable inpatient days to the actual number of inpatient care days furnished by the
hospice to Medicare patients; and (ii) the product of the number of actual inpatient days in excess of the limitation multiplied by the routine home care rate.
The aggregate cap, which is calculated each federal fiscal year, limits the amount of Medicare reimbursement a hospice may receive, based on the number
of Medicare patients served. If a hospice’s Medicare payments exceed its aggregate cap, it must repay Medicare for the excess amount. In federal fiscal
year 2026, the aggregate cap is $35,361.44. For both the years ended December 31, 2025 and 2024, the Company recorded a liability of $1.7 million,
related to the Medicare aggregate cap limit.
 
Home Health Revenue
 
The Company also generates net service revenues from providing home healthcare services directly to consumers mainly under contracts with
Medicare and managed care organizations. Generally, these contracts, which are negotiated based on current contracting practices as appropriate for the
payor, establish the terms of a relationship and set the broad range of terms for services to be performed on an episodic basis at a stated rate. Home health
Medicare services are paid under the Medicare Home Health Prospective Payment System (“HHPPS”), which is based on 30-day periods of care as a unit
of service. The HHPPS permits multiple, continuous periods per patient. Medicare payment rates for periods under HHPPS are determined through use of a
case-mix classification system, the Patient-Driven Groupings Model (“PDGM”), which assigns patients to resource groups based on a patient’s clinical
characteristics.
 
The Company elects to use the same 30-day periods that Medicare recognizes as standard but accelerates revenue upon discharge to align with a
patient’s episode length if less than the expected 30 days, which depicts the transfer of services and related benefits received by the patient over the term of
the contract necessary to satisfy the obligations. The Company recognizes revenue based on the number of days elapsed during a period of care within the
reporting period. The Company satisfies its performance obligations as consumers receive and consume the benefits provided by the Company as the
services are performed. As the Company has a right to consideration from Medicare commensurate with the services provided to customers from the
performance completed over a given episodic period, the Company has elected to use the practical expedient for measuring progress toward satisfaction of
performance obligations. Under this method recognizing revenue ratably over the episode based on beginning and ending dates is a reasonable proxy for
the transfer of benefit of the service.
 
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Table of Contents
 
Accounts Receivable and Allowances
 
Accounts receivable is reduced to the amount expected to be collected in future periods for services rendered to customers prior to the balance
sheet date. Management estimates the value of accounts receivable, net of allowances for implicit price concessions, based upon historical experience and
other factors, including an aging of accounts receivable, evaluation of expected adjustments, past adjustments and collection experience in relation to
amounts billed, current contract and reimbursement terms, shifts in payors and other relevant information. Collection of net service revenues the Company
expects to receive is normally a function of providing complete and correct billing information to the payors within the various filing deadlines. The
evaluation of these historical and other factors involves complex, subjective judgments impacting the determination of the implicit price concession
assumption. In addition, the Company compares its cash collections to recorded net service revenues and evaluates its historical allowance, including
implicit price concessions, based upon the ultimate resolution of the accounts receivable balance.
 
Subsequent adjustments to accounts receivable determined to be the result of an adverse change in the payor’s ability to pay are recognized as
provision for credit losses. The majority of what historically was classified as provision for credit losses under operating expenses is now treated as an
implicit price concession factored into the determination of net service revenues discussed above. Our collection procedures include review of account
aging and direct contact with our payors. We have historically not used collection agencies. An uncollectible amount is written off to the allowance account
after reasonable collection efforts have been exhausted. As of December 31, 2025 and 2024, the allowance for credit losses balance was $3.3 million and
$3.5 million, respectively, which is included in accounts receivable, net of allowances for credit losses on the Company’s Consolidated Balance Sheets.
 
Activity in the allowance for credit losses is as follows (in thousands):
 
Allowance for credit losses
 
Balance at
beginning of
period
   
Additions/
charges
   
Deductions (1)    
Balance at
end of period  
Year ended December 31, 2025
     
       
       
       
 
Allowance for credit losses
  $
3,532     
1,563     
1,792    $
3,303 
Year ended December 31, 2024
     
       
       
       
 
Allowance for credit losses
  $
2,310     
1,121     
(101)   $
3,532 
Year ended December 31, 2023
     
       
       
       
 
Allowance for credit losses
  $
1,634     
731     
55    $
2,310 
 
 
(1) Write-offs, net of recoveries
 
Property and Equipment
 
Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets by use of the straight-line method.
Maintenance and repairs are charged to expense as incurred. The estimated useful lives of the property and equipment are as follows:
 
 
 
In Years
 
Computer equipment
   
3 - 5 
Furniture and equipment
   
5 - 7 
Transportation equipment
   
5 
Computer software
   
3 - 10 
Leasehold improvements
 
Lesser of useful life
or lease term 
 
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Table of Contents
 
Leases
 
The Company recognizes a lease liability and a right-of-use (“ROU”) asset for all leases, including operating leases, with a term greater than
twelve months on the balance sheet. We have historically entered into operating leases for local branches, our corporate headquarters and certain
equipment. The Company’s current leases have expiration dates through 2036. Certain of our arrangements have free rent periods and/or escalating rent
payment provisions. We recognize rent expense on a straight-line basis over the lease term. Certain of the Company’s leases include termination options
and renewal options for periods ranging from one to five years. Renewal options generally are not considered in determining the lease term, and payments
associated with the option years are excluded from lease payments unless we are reasonably certain to exercise the renewal option.
 
The operating lease liabilities are calculated using the present value of lease payments. If available, we use the rate implicit in the lease to discount
lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our
incremental borrowing rate to discount the lease payments based on information available at lease commencement.
 
Operating lease assets are valued based on the initial operating lease liabilities plus any prepaid rent, reduced by tenant improvement allowances.
Operating lease assets are tested for impairment in the same manner as our long-lived assets. For the year ended December 31, 2025, the Company did not
record material impairment charges on operating lease assets. For the years ended December 31, 2024 and 2023, the Company recorded $5.0 million and
$13,000 respectively, in impairment charges on operating lease assets, included within general administrative expenses. 
 
Goodwill and Intangible Assets
 
Under business combination accounting, assets and liabilities are generally recognized at their fair values and the difference between the
consideration transferred, excluding transaction costs, and the fair values of the assets and liabilities is recognized as goodwill. The Company’s significant
identifiable intangible assets consist of customer and referral relationships, trade names and trademarks and state licenses. The Company uses various
valuation techniques to determine initial fair value of its intangible assets, including relief-from-royalty, income approach, discounted cash flow analysis,
and multi-period excess earnings, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation
approaches, we are required to make estimates and assumptions about future market growth and trends, forecasted revenue and costs, expected periods over
which the assets will be utilized, appropriate discount rates and other variables. The Company estimates the fair values of the trade names using the relief-
from-royalty method, which requires assumptions such as the long-term growth rates of future revenues, the relief from royalty rate for such revenue, the
tax rate and the discount rate. The Company estimates the fair value of existing indefinite-lived state licenses based on a blended approach of the
replacement cost method and cost savings method, which involves estimating the total process costs and opportunity costs to obtain a license, by estimating
future earnings before interest and taxes and applying an estimated discount rate, tax rate and time to obtain the license. The Company estimates the fair
value of existing finite-lived state licenses based on a method of analyzing the definite revenue streams with the license and without the license, which
involves estimating revenues and expenses, estimated time to build up to a current revenue base, which is market specific, and the non-licensed revenue
allocation, revenue growth rates, discount rate and tax amortization benefits. The Company estimates the fair value of customer and referral relationships
based on a multi-period excess earnings method, which involves identifying revenue streams associated with the assets, estimating the attrition rates based
upon historical financial data, expenses and cash flows associated with the assets, contributory asset charges, rates of return for specific assets, growth
rates, discount rate and tax amortization benefits. The Company estimates the fair value of non-competition agreements based on a method of analyzing the
factors to compete and factors not to compete, which involves estimating historical financial data, forecasted financial statements, growth rates, tax
amortization benefit, discount rate, review of factors to compete and factors not to compete as well as an assessment of the probability of successful
enforcement for each non-competition agreement.
 
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As of December 31, 2025 and 2024, goodwill was $996.7 million and $970.6 million, respectively, included on the Company’s Consolidated
Balance Sheets. The Company’s carrying value of goodwill is the excess of the purchase price over the fair value of the net assets acquired from various
acquisitions. In accordance with Accounting Standards Codification (“ASC”) Topic 350, Goodwill and Other Intangible Assets, goodwill and intangible
assets with indefinite useful lives are not amortized. The Company tests goodwill for impairment at the reporting unit level on an annual basis, as of
October 1, or whenever potential impairment triggers occur, such as a significant change in business climate or regulatory changes that would indicate that
an impairment may have occurred. The Company may elect to use a qualitative test to determine whether impairment has occurred, focused on various
factors including macroeconomic conditions, market trends, specific reporting unit financial performance and other entity specific events, to determine if it
is more likely than not that the fair value of a reporting unit exceeds its carrying value, including goodwill. The Company may also bypass the qualitative
assessment and perform a quantitative test. The quantitative goodwill impairment test involves comparing the fair value of a reporting unit with its carrying
value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, then goodwill is not impaired. If the fair value of a reporting unit
is less than its carrying value, then goodwill is impaired to the extent of the difference.
 
For the year ended December 31, 2025, the Company elected to perform a qualitative analysis to evaluate whether it was more likely than not that
the fair value of its reporting units exceeded their carrying values. Based on the results of the qualitative analysis, the Company concluded that threshold
was met, and no further quantitative goodwill impairment testing was required.
 
For the years ended December 31, 2024 and 2023, the Company performed the quantitative analysis to evaluate whether an impairment occurred.
Since quoted market prices for our reporting units are not available, the Company relies on widely accepted valuation techniques to determine fair value,
including discounted cash flow and market multiple approaches, which capture both the future income potential of the reporting unit and the market
behaviors and actions of market participants in the industry that includes the reporting unit. These types of models require us to make assumptions and
estimates regarding future cash flows, industry-specific economic factors and the profitability of future business strategies. The discounted cash flow model
uses a projection of estimated operating results and cash flows that are discounted using a weighted average cost of capital. The market multiple model
estimates fair value based on market multiples of earnings before interest, taxes and depreciation and amortization. Under the discounted cash flow model,
the projection uses management’s best estimates of economic and market conditions over the projected period for each reporting unit using significant
assumptions such as revenue growth rates, operating margins and the weighted-average cost of capital.
 
Based on the totality of the information available, the Company concluded that it was more likely than not that the estimated fair values of our
reporting units were greater than their carrying values. Consequently, the Company concluded that there were no impairments for the years ended
December 31, 2025, 2024 or 2023. The Company bases its fair value estimates on assumptions management believes to be reasonable but which are
unpredictable and inherently uncertain. Actual future results may differ from those estimates.
 
As of December 31, 2025 and 2024, intangibles, net of accumulated amortization, was $102.4 million and $109.6 million, respectively, included
on the Company’s Consolidated Balance Sheets. The Company’s identifiable intangible assets consist of customer and referral relationships, trade names,
trademarks, state licenses and non-competition agreements. Definite-lived intangible assets are amortized using straight-line and accelerated methods based
upon the estimated useful lives of the respective assets, which range from one to twenty years, and assessed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. Customer and referral relationships are amortized systematically over the periods
of expected economic benefit, which range from three to fifteen years. The Company would recognize an impairment loss when the estimated future non-
discounted cash flows associated with the intangible asset are less than the carrying value. An impairment charge would then be recorded for the excess of
the carrying value over the fair value. The Company estimates the fair value of these intangible assets using the income approach. In accordance with ASC
Topic 350, Goodwill and Other Intangible Assets, intangible assets with indefinite useful lives are not amortized. We test intangible assets with indefinite
useful lives for impairment at the reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a
significant change in business climate or regulatory changes that would indicate that an impairment may have occurred. No impairment charge was
recorded for the years ended December 31, 2025, 2024 or 2023. Amortization of intangible assets is reported in the statement of income caption,
“Depreciation and amortization” and not included in the income statement caption cost of service revenues.
 
Debt Issuance Costs
 
The Company amortizes debt issuance costs on a straight-line method over the term of the related debt. This method approximates the effective
interest method. The Company has classified the debt issuance costs as a direct deduction from the carrying amount of the related liability.
 
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Table of Contents
 
Workers’ Compensation Program
 
The Company’s workers’ compensation insurance program has a $0.4 million deductible component. The Company recognizes its obligations
associated with this program in the period the claim is incurred. The cost of both the claims reported and claims incurred but not reported, up to the
deductible, have been accrued based on historical claims experience, industry statistics and an actuarial analysis. The future claims payments related to the
workers’ compensation program are secured by letters of credit. These letters of credit totaled $7.9 million at December 31, 2025 and $8.0 million at
December 31, 2024. The Company monitors its claims quarterly and adjusts its reserves as necessary in the current period. These costs are recorded
primarily as cost of services on the Consolidated Statements of Income. As of December 31, 2025 and 2024, the Company recorded $13.7 million and
$13.6 million, respectively, in accrued workers’ compensation insurance on the Company’s Consolidated Balance Sheets. As of December 31, 2025 and
2024, the Company recorded $0.5 million and $0.8 million, respectively, in workers’ compensation insurance receivables. The workers’ compensation
insurance receivable is included in prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets.
 
Interest Expense
 
Interest expense is reported in the Consolidated Statements of Income when incurred and consists of interest and unused credit line fees on the
credit facility.
 
Income Tax Expense
 
The Company accounts for income taxes under the provisions of ASC Topic 740, Income Taxes. The objective of accounting for income taxes is to
recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that
have been recognized in its financial statements or tax returns. Deferred taxes, resulting from differences between the financial and tax basis of the
Company’s assets and liabilities, are also adjusted for changes in tax rates and tax laws when changes are enacted. ASC Topic 740 also requires that
deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
ASC Topic 740 also prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or
expected to be taken in a tax return. In addition, ASC Topic 740 provides guidance on derecognition, classification, accounting in interim periods and
disclosure requirements for uncertain tax positions. The Company recognizes interest and penalties accrued related to uncertain tax positions in interest
expense and penalties within operating expenses on the Consolidated Statements of Income. Uncertain tax positions are immaterial for all periods
presented.
 
Stock-based Compensation
 
The Company currently has one stock incentive plan, the Amended and Restated 2017 Omnibus Incentive Plan (the “A&R 2017 Plan”), under
which new grants of stock-based employee compensation are made. The Company accounts for stock-based compensation in accordance with ASC Topic
718, Stock Compensation. Compensation expense is recognized on a straight-line basis under the A&R 2017 Plan over the vesting period of the equity
awards based on the grant date fair value of the options and restricted stock awards. The Company utilizes the Black-Scholes Option Pricing Model to
value the Company’s options. Forfeitures are recognized when they occur. Stock-based compensation expense was $16.4 million, $11.2 million and $10.3
million for the years ended December 31, 2025, 2024 and 2023, respectively, included within general and administrative expenses on the Consolidated
Statements of Income.
 
Diluted Net Income Per Common Share
 
Diluted net income per common share, calculated on the treasury stock method, is based on the weighted average number of shares outstanding
during the period. The Company’s outstanding securities that may potentially dilute the common stock are stock options and restricted stock awards.
 
Included in the Company’s calculation of diluted earnings per share for the year ended December 31, 2025 were approximately 296,000 stock
options outstanding, of which approximately 208,000 were dilutive. In addition, there were approximately 381,000 restricted stock awards outstanding, of
which approximately 131,000 were dilutive for the year ended December 31, 2025.
 
Included in the Company’s calculation of diluted earnings per share for the year ended December 31, 2024 were approximately 406,000 stock
options outstanding, of which approximately 259,000 were dilutive. In addition, there were approximately 244,000 restricted stock awards outstanding, of
which approximately 115,000 were dilutive for the year ended December 31, 2024.
 
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Included in the Company’s calculation of diluted earnings per share for the year ended December 31, 2023 were approximately 455,000 stock
options outstanding, of which approximately 234,000 were dilutive. In addition, there were approximately 201,000 restricted stock awards outstanding, of
which approximately 82,000 were dilutive for the year ended December 31, 2023.
 
Use of Estimates
 
The financial statements are prepared by management in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and include
estimated amounts and certain disclosures based on assumptions about future events. The Company’s critical accounting estimates include the following
areas: revenue recognition, goodwill and intangibles and business combinations and when required, the quantitative assessment of goodwill. Actual results
could differ from those estimates.
 
Fair Value Measurements
 
The Company’s financial instruments consist of cash, accounts receivable, payables and debt. The carrying amounts reported on the Company’s
Consolidated Balance Sheets for cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature
of these instruments. The carrying value of the Company’s long-term debt with variable interest rates approximates fair value based on instruments with
similar terms using level 2 inputs as defined under ASC Topic 820, Fair Value Measurement.
 
The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to goodwill, if
required, and indefinite-lived intangible assets and also when determining the fair value of contingent consideration, if applicable. To determine the fair
value in these situations, the Company uses Level 3 inputs, under ASC Topic 820 and defined as unobservable inputs in which little or no market data
exists; therefore requiring an entity to develop its own assumptions, such as discounted cash flows, or if available, what a market participant would pay on
the measurement date.
 
The Company uses various valuation techniques to determine fair value of its intangible assets, including relief-from-royalty, income approach,
discounted cash flow analysis, and multi-period excess earnings, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value
hierarchy. Under these valuation approaches, we are required to make estimates and assumptions about future market growth and trends, forecasted revenue
and costs, expected periods over which the assets will be utilized, appropriate discount rates and other variables.
 
Going Concern
 
In connection with the preparation of the financial statements for the years ended December 31, 2025 and 2024, the Company conducted an
evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to the entity’s ability to continue
as a going concern within one year after the date of the issuance, of the financial statements. Based on the evaluation, we believe that cash flows from
operations will be sufficient to meet our ongoing liquidity requirements for at least twelve months from the date of issuance.
 
Recently Adopted Accounting Pronouncements
 
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income
taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 during the year ended December 31,
2025. Adoption of the standard did not have a material impact on the Company’s consolidated financial statements and expanded income tax disclosures.
 
Recently Issued Accounting Pronouncements
 
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance is intended to provide investors more detailed disclosures around
specific types of expenses. The new disclosures require certain details for expenses presented on the face of the Consolidated Statements of Operations as
well as selling expenses to be presented in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15,
2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be
applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of adopting the updated provisions.
 
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In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which replaces the
incurred-loss model with a forward-looking current expected credit loss model that requires recognition of lifetime expected credit losses on financial
assets measured at amortized cost and certain off-balance-sheet credit exposures (including trade accounts receivable and contract assets), using historical
experience, current conditions, and reasonable and supportable forecasts. ASU 2025-05 is effective for annual reporting periods beginning after  December
15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The disclosure updates should be applied
prospectively. The Company is currently evaluating the impact of the updated provisions.
 
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted
Improvements to the Accounting for Internal-Use Software. The new guidance intends to modernize the guidance related to internal-use software costs to
reflect current software development methods. It requires entities to begin capitalizing software costs when management authorizes and commits to funding
the software project, and it is probable the project will be completed and the software will be used for its intended purpose. ASU 2025-06 is effective for
fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, and may be adopted using a prospective, retrospective, or
modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements.
 
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business
Entities, which provides guidance on the recognition, measurement, and presentation of government grants. ASU 2025-10 is effective for fiscal years
beginning after December 15, 2028, and interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full
retrospective adoption, with early adoption permitted. The Company has evaluated the guidance and does not expect adoption to have a material impact on
its consolidated financial statements or related disclosures.
 
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies certain interim
reporting guidance. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The
Company has evaluated the guidance and does not expect adoption to have a material impact on its consolidated financial statements.
    
 
2. Leases
 
Amounts reported on the Company’s Consolidated Balance Sheets for operating leases were as follows:
 
 
 
December 31,
 
 
 
2025
   
2024
 
 
 
(Amounts in Thousands)
 
Operating lease assets, net
  $
43,713    $
47,348 
Short-term operating lease liabilities
   
13,144     
12,800 
Long-term operating lease liabilities
   
37,259     
41,883 
Total operating lease liabilities
  $
50,403    $
54,683 
 
Lease Costs
 
Components of lease costs were reported in general and administrative expenses in the Company’s Consolidated Statements of Income as follows:
 
 
 
For the Years Ended December 31,
 
 
 
(Amounts in Thousands)
 
 
 
2025
   
2024
   
2023
 
Operating lease costs
  $
14,658    $
13,386    $
13,026 
Short-term lease costs
   
1,118     
735     
1,147 
Total lease costs
   
15,776     
14,121     
14,173 
Less: sublease income
   
(226)    
(2,267)    
(2,770)
Total lease costs, net
  $
15,550    $
11,854    $
11,403 
 
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Lease Term and Discount Rate
 
Weighted average remaining lease terms and discount rates were as follows:
 
 
 
December 31,
 
 
 
2025
   
2024
   
2023
 
Operating leases:
     
       
       
 
Weighted average remaining lease term
   
5.05     
5.48     
6.26 
Weighted average discount rate
   
6.37%   
6.20%   
5.47%
 
Maturity of Lease Liabilities
 
Remaining operating lease payments as of December 31, 2025 were as follows:
 
 
 
Operating Leases
 
 
 
(Amounts in Thousands)
 
Due in 12-month period ended December 31,
     
 
2026
  $
15,784 
2027
   
12,565 
2028
   
8,920 
2029
   
6,822 
2030
   
5,642 
Thereafter
   
9,779 
Total future minimum rental commitments
   
59,512 
Less: Imputed interest
   
(9,109)
Total lease liabilities
  $
50,403 
 
Supplemental Cash Flow Information
 
 
 
For the Years Ended December 31,
 
 
 
(Amounts in Thousands)
 
 
 
2025
   
2024
   
2023
 
Cash paid for amounts included in the measurement of lease liabilities:
     
       
       
 
Operating cash flows from operating leases
  $
16,775    $
14,783    $
14,396 
Right-of-use assets obtained in exchange for lease obligations:
     
       
       
 
Operating leases
  $
9,305    $
15,489    $
17,221 
    
 
3. Public Offering
 
On June 28, 2024, the Company completed a public offering of an aggregate 1,725,000 shares of common stock, par value $0.001 per share,
including 225,000 shares of common stock sold pursuant to the exercise in full by the underwriters of their option to purchase additional shares, at a public
offering price of $108.00 per share (the “Public Offering”). The Company received net proceeds of approximately $175.6 million, after deducting
underwriting discounts and estimated offering expenses of approximately $10.7 million. The Company used approximately $81.4 million from the net
proceeds of the Public Offering for the repayment of indebtedness outstanding under its credit facility and may use any remaining net proceeds of the
Public Offering for general corporate purposes, including the Gentiva Acquisition and any future acquisitions or investments. The Public Offering resulted
in an increase to additional paid in capital of approximately $175.6 million on the Company’s Consolidated Balance Sheet at December 31, 2024.
    
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4. Acquisitions
 
The Company’s acquisitions have been accounted for in accordance with ASC Topic 805, Business Combinations, and the resulting goodwill and
other intangible assets were accounted for under ASC Topic 350, Goodwill and Other Intangible Assets. Under business combination accounting, the assets
and liabilities are generally recognized at their fair values and the difference between the consideration transferred, excluding transaction costs, and the fair
values of the assets and liabilities is recognized as goodwill. The results of each business acquisition are included on the Consolidated Statements of
Income from the date of the acquisition.
 
Management’s assessment of qualitative factors affecting goodwill for each acquisition includes estimates of market share at the date of purchase,
ability to grow in the market, synergy with existing Company operations and the payor profile in the markets.
 
Helping Hands Acquisition
 
On August 1, 2025, the Company completed the acquisition of Helping Hands Home Care Service, Inc., a Pennsylvania corporation (the “Helping
Hands Acquisition”), for approximately $21.4 million. The purchase was funded through the Company’s revolving credit facility and available cash. With
the Helping Hands Acquisition, the Company expanded its services within its personal care segment and entered the hospice markets in Pennsylvania. The
related acquisition and integration costs were $0.9 million and $0.3 million for the twelve months ended December 31, 2025, respectively. These costs were
included in general and administrative expenses on the Consolidated Statements of Income and were expensed as incurred.
 
 
 
Total (Amounts in
Thousands)
 
Goodwill
  $
19,022 
Identifiable intangible assets
   
1,150 
Cash
   
584 
Accounts receivable
   
1,365 
Property and equipment
   
19 
Operating lease assets, net
   
282 
Other current assets
   
45 
Accounts payable
   
(98)
Accrued payroll
   
(697)
Operating lease liabilities, total
   
(257)
Total purchase price
  $
21,415 
 
Identifiable intangible assets acquired included $1.2 million of definite-lived state licenses. The preliminary estimated fair value of identifiable
intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820. The fair value analysis
and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either provided by or reviewed by the
Company. The goodwill and intangible assets acquired are deductible for tax purposes.
 
The Helpings Hands Acquisition accounted for $7.2 million of net service revenues and $0.8 million of operating income for the year ended
December 31, 2025.
 
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Gentiva Acquisition
 
On December 2, 2024, the Company completed the Gentiva Acquisition. The purchase price was approximately $353.6 million and is subject to
the completion of working capital and related adjustments. In 2025, the Company received $2.9 million in proceeds for purchase price adjustments. The
purchase was funded with the combination of a $233.0 million draw on the Company’s revolving credit facility and a portion of the net proceeds of the
Public Offering. With the Gentiva Acquisition, the Company expanded its services within its personal care services segment in Arizona, Arkansas,
California and North Carolina, and entered the market in Missouri and Texas. The home health segment also was expanded in Tennessee. The related
acquisition and integration costs were $10.8 million and $1.0 million, respectively, for the year ended December 31, 2024. These costs are included in
general and administrative expenses on the Consolidated Statements of Income and were expensed as incurred.
 
Based upon management’s valuations, the fair values of the assets and liabilities acquired are as follows:
 
 
 
Total (Amounts in
Thousands)
 
Goodwill
  $
309,898 
Identifiable intangible assets
   
28,600 
Cash
   
19 
Accounts receivable
   
24,715 
Property and equipment
   
1,112 
Operating lease assets, net
   
6,838 
Other current assets
   
71 
Accounts payable
   
(1,555)
Accrued payroll
   
(5,648)
Operating lease liabilities, total
   
(6,386)
Deferred tax liabilities, net
   
(4,099)
Total purchase price
  $
353,565 
 
Identifiable intangible assets acquired included $4.9 million in a trade name, $23.0 million of definite-lived state licenses and $0.7 million of
indefinite-lived state licenses. The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation
specialist, using Level 3 inputs as defined under ASC Topic 820. The fair value analysis and related valuations reflect the conclusions of management. All
estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. The goodwill and intangible assets acquired are deductible
for tax purposes.
 
The Gentiva Acquisition accounted for $22.6 million of net service revenues and $3.1 million of operating income for the year ended December
31, 2024.
 
Tennessee Quality Care
 
On August 1, 2023, the Company completed the acquisition of Tennessee Quality Care. The purchase price was approximately $111.2 million,
including the amount of acquired excess cash held by Tennessee Quality Care at the closing of the acquisition (approximately $2.4 million), and is subject
to the completion of working capital and related adjustments. The Tennessee Quality Care acquisition was funded with a combination of a $110.0 million
draw on the Company’s revolving credit facility and available cash. With the purchase of Tennessee Quality Care, the Company expanded its services
within its hospice and home health segments to Tennessee. The related acquisition and integration costs were $2.1 million and $1.0 million, respectively,
for the year ended December 31, 2023. These costs are included in general and administrative expenses on the Consolidated Statements of Income and
were expensed as incurred.
 
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Based upon management’s valuations, the fair values of the assets and liabilities acquired are as follows:
 
 
 
Total (Amounts in
Thousands)
 
Goodwill
  $
79,346 
Identifiable intangible assets
   
26,740 
Cash
   
2,357 
Accounts receivable
   
5,940 
Property and equipment
   
307 
Operating lease assets, net
   
194 
Other assets
   
200 
Accrued expenses
   
(1,407)
Accrued payroll
   
(2,368)
Long-term operating lease liabilities
   
(80)
Total purchase price
  $
111,229 
 
Identifiable intangible assets acquired included $7.5 million in a trade name and $19.2 million of indefinite-lived state licenses. The preliminary
estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC
Topic 820. The fair value analysis and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either
provided by or reviewed by the Company. The goodwill and intangible assets acquired are deductible for tax purposes.
 
The Tennessee Quality Care acquisition accounted for $16.3 million of net service revenues and $3.0 million of operating income for the year
ended December 31, 2023.
 
Other Acquisitions
 
On  October 1, 2025, we completed our acquisition of the assets of Gold Horses, LLC for approximately $7.4 million (the “Gold Horses
Acquisition”) with funding provided by available cash. With the Gold Horses Acquisition, the Company expanded its personal care segment in Texas and
recognized goodwill in its personal care segment of $7.4 million.
 
On March 1, 2025, we completed our acquisition of the assets of Great Lakes Home Care Unlimited, LLC for $2.6 million (the “Great Lakes
Acquisition”) with funding provided by available cash. With the Great Lakes Acquisition, the Company expanded its personal care segment in Michigan
and recognized goodwill in its personal care segment of $2.6 million.
 
On January 1, 2025, we completed our acquisition of our Jacksonville affiliate for approximately $0.8 million (the “Jacksonville Acquisition”),
with funding provided by available cash. With the Jacksonville Acquisition, the Company expanded its personal care segment in Florida and recorded
goodwill of $0.8 million.
 
On March 9, 2024, we completed our acquisition of the operations of Upstate (“Upstate”)  for $0.4 million, with funding provided by available
cash. With the purchase of Upstate, the Company expanded its personal care services segment in South Carolina.
 
On January 1, 2023, we completed the acquisition of CareStaff for approximately $1.0 million, with funding provided by available cash. With the
purchase of CareStaff, the Company expanded its personal care services segment in Florida and recorded goodwill of $0.6 million.
 
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For the year ended December 31, 2025, the following table contains unaudited pro forma Consolidated Income Statement information of the
Company as if the Helping Hands Acquisition closed on January 1, 2024. For the year ended December 31, 2024, the following table contains unaudited
pro forma Consolidated Income Statement information of the Company as if the Gentiva Acquisition closed on January 1, 2023. For the year ended
December 31, 2023, the following table contains unaudited pro forma Consolidated Income Statement information of the Company as if the acquisition of
Tennessee Quality Care closed on January 1, 2022. 
 
 
 
For the Years Ended December 31, (Amounts in Thousands,
Unaudited)
 
 
 
2025
   
2024
   
2023
 
Net service revenues
  $
1,433,474    $
1,427,474    $
1,363,545 
Operating income from continuing operations
   
139,646     
140,291     
129,103 
Net income from continuing operations
   
96,894     
104,334     
90,340 
Net income per common share
     
       
       
 
Basic income per share
  $
5.37    $
6.14    $
5.65 
Diluted income per share
  $
5.27    $
6.00    $
5.54 
 
The pro forma disclosures in the table above include adjustments for amortization of intangible assets, tax expense and acquisition costs to reflect
results that are more representative of the combined results of the transactions. This pro forma information is presented for illustrative purposes only and
may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results
reflected in the pro forma information. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the
acquisition, such as anticipated cost savings from operating synergies.
   
 
5. Divestiture
 
Effective May 20, 2024, the Company entered into a definitive asset purchase agreement to sell all of the Company’s New York operations for a
purchase price of up to $23.0 million in cash, subject to certain adjustments, including adjustments for future operating requirements (the “New York Asset
Sale”). The purchase included 50% cash consideration, paid out as an initial payment of $4.6 million, $6.9 million paid pro rata as a deferred payment as
caregivers are transferred and 50% in the form of contingent consideration for the Company’s New York Consumer Directed Personal Assistance Program
(“CDPAP”) business. The Company entered into a consulting agreement with the purchaser effective May 20, 2024, as the transfer of clients and caregivers
and payment for assets pursuant to the New York Asset Sale is occurring over time as regulatory approvals are received, coordination of the transfer of
clients and caregivers occurs, and the change of control takes place. The Company determined that the consulting agreement gave it the ability to control
the business until October 2024, when the Company determined that it no longer controlled the business as it transferred more than 50% of the clients and
caregivers and therefore qualified for the sale consideration of the New York Asset Sale. As a result, the Company deconsolidated the results of its New
York operations and recorded a gain on divestiture of $3.7 million during the year ended December 31, 2024. The gain was reflected within general and
administrative expenses on the consolidated statement of operations.
 
In connection with this transaction, the Company ceased operations in New York. During the twelve months ended December 31, 2025, the
Company recorded deferred payments of $3.8 million with the remaining $2.3 million due from the purchaser reflected within prepaid expenses and other
current assets on the condensed consolidated balance sheets as of December 31, 2025. No amount was recorded related to the CDPAP business contingent
consideration.
 
The New York Asset Sale did not qualify as a discontinued operation because it did not represent a strategic shift that has or will have a major
effect on the Company’s operation or financial results.
 
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Goodwill and intangible assets of $2.9 million and $4.2 million, respectively, were derecognized in connection with the divestiture. The carrying
amounts of the assets and liabilities associated with the New York personal care operations included in our Consolidated Balance Sheets as of December
31, 2025, were as follows (amounts in thousands):
 
 
 
December 31, 2025
 
Assets
     
 
Current assets
     
 
Accounts receivable, net of allowances
  $
— 
Prepaid expenses and other current assets
   
13 
Total current assets
   
13 
Property and equipment, net of accumulated depreciation and amortization
   
— 
Other assets
     
 
Goodwill
   
— 
Intangibles, net of accumulated amortization
   
— 
Operating lease assets, net
   
2,548 
Total other assets
   
2,548 
Total assets
  $
2,561 
Liabilities
     
 
Current liabilities
     
 
Accounts payable
  $
201 
Accrued payroll
   
— 
Accrued expenses
   
— 
Operating lease liabilities, current portion
   
602 
Total current liabilities
   
803 
Long-term liabilities
     
 
Operating lease liabilities, long-term portion
   
1,897 
Total liabilities
  $
2,700 
    
 
6. Property and Equipment
 
Property and equipment consisted of the following:
 
 
 
December 31,
 
 
 
2025
   
2024
 
 
 
(Amounts in Thousands)
 
Computer software
  $
30,599    $
27,208 
Computer equipment
   
16,199     
12,809 
Leasehold improvements
   
12,228     
11,773 
Furniture and equipment
   
7,147     
6,532 
Transportation equipment
   
106     
231 
 
   
66,279     
58,553 
Less: accumulated depreciation and amortization
   
(41,281)    
(33,850)
 
  $
24,998    $
24,703 
 
Computer software includes $1.3 million of internally developed software for both the years ended December 31, 2025 and 2024. Depreciation
and amortization expense totaled $7.8 million, $6.6 million and $6.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
 
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7. Goodwill and Intangible Assets
 
A summary of goodwill by segment and related adjustments is provided below:
 
 
 
Goodwill
 
 
 
Hospice
   
Personal Care    
Home Health    
Total
 
 
 
(Amounts In Thousands)
 
Goodwill at December 31, 2023
  $
432,799    $
153,276    $
76,920    $
662,995 
Additions for acquisitions
   
—     
292,204     
18,094     
310,298 
Adjustments to previously recorded goodwill
   
41     
(2,954)    
178     
(2,735)
Goodwill at December 31, 2024
   
432,840     
442,526     
95,192     
970,558 
Additions for acquisitions
   
—     
30,187     
—     
30,187 
Adjustments to previously recorded goodwill
   
26     
(3,732)    
(343)    
(4,049)
Goodwill at December 31, 2025
  $
432,866    $
468,981    $
94,849    $
996,696 
 
In 2025, the Company recognized goodwill in the personal care services segment of $30.2 million related to the Jacksonville Acquisition, the
Great Lakes Acquisition, the Helping Hands Acquisition and the Gold Horses Acquisition. In 2024, the Company recognized goodwill in the personal care
services segment of $292.2 million related to the acquisition of Upstate and the Gentiva Acquisition and recognized goodwill in the home health segment
of $18.1 million related to the Gentiva Acquisition. In connection with the acquisition of Tennessee Quality Care in 2023, the Company recognized
goodwill in its hospice and home health segments of $35.0 million and $44.3 million, respectively. The Company also recognized goodwill of $0.6 million
related to the CareStaff acquisition in the personal care services segment in 2023.
 
Goodwill adjustments to previously recorded goodwill are generally related to accounts receivable and accrued expenses based on the final
valuations. See Note 4 to the Notes to Consolidated Financial Statements for additional information regarding the acquisitions made by the Company in
2024 and 2023, and Note 5 for additional information regarding the divestiture for New York Asset Sale.
 
The Company’s identifiable intangible assets consist of customer and referral relationships, trade names and trademarks, non-competition
agreements and state licenses. Amortization is computed using straight-line and accelerated methods based upon the estimated useful lives of the respective
assets, which range from one to twenty years. Customer and referral relationships are amortized systematically over the periods of expected economic
benefit, which range from three to fifteen years.
 
Goodwill and certain state licenses are not amortized pursuant to ASC Topic 350. We test intangible assets with indefinite useful lives for
impairment at the reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a significant change in
business climate or regulatory changes that would indicate that an impairment may have occurred. The Company did not record any impairment charges for
the years ended December 31, 2025, 2024 or 2023.
 
For the years ended December 31, 2024 and 2023, the Company performed its annual goodwill impairment test using a quantitative analysis,
which compares the estimated fair value of each reporting unit to its carrying value. The Company estimates the fair value of the reporting unit using both a
discounted cash flow model as well as a market multiple model. The cash flow forecasts are adjusted by an appropriate discount rate based on the
Company’s estimate of a market participant’s weighted-average cost of capital. These models are both based on the Company’s best estimate of future
revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer
would be required to pay, in the form of a control premium. The determination of fair value in the Company’s goodwill impairment analysis is based on an
estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited
to, the most recent price of the Company’s common stock and fair value of long term debt, estimates of future revenue and expense growth, estimated
market multiples, expected capital expenditures, income tax rates and cost of invested capital. For the years ended December 31, 2024 and 2023, under the
quantitative assessment, the Company’s estimated fair values of each of its reporting units exceeded the respective carrying amounts.
 
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For the year ended December 31, 2025, the Company elected to perform a qualitative assessment to evaluate whether it was more likely than not
that the fair value of each reporting unit is less than its carrying amount. As part of the qualitative assessments, the Company considered (i) the magnitude
of the reporting unit’s excess fair value over its carrying amount from the most recent quantitative impairment test, (ii) industry and market conditions,
including the impacts of the interest rate environment, (iii) historical financial performance, including our revenue, earnings, and operating cash flow
growth trends, (iv) the Company’s forecasts of revenue, earnings, and operating cash flows, (v) cost factors, including the effects of inflation and rising
prices, (vi) the regulatory environment, (vii) other factors specific to each reporting unit, such as a change in strategy, a change in management, or
acquisitions and divestitures affecting the composition of the reporting unit and its future operating results, and (viii) consideration of changes in the
Company’s market capitalization. For the year ended December 31, 2025, under the qualitative assessment, the Company concluded that it was more likely
than not that the fair value of each of its reporting units exceeded its respective carrying amounts as of the annual testing date.   
 
The carrying amount and accumulated amortization of each identifiable intangible asset category consisted of the following at December 31, 2025
and 2024:
 
 
   
 
   
December 31, 2025
   
December 31, 2024
 
 
   
 
   
(Amounts in Thousands)
   
(Amounts in Thousands)
 
 
 
Estimated
Useful Life    
Gross
carrying value   
Accumulated
amortization    
Net carrying
value
   
Gross
carrying value   
Accumulated
amortization    
Net carrying
value
 
Customer and referral relationships (in years)    
3 - 15
    $
34,201    $
(33,656)   $
545    $
34,201    $
(33,255)   $
946 
Trade names and trademarks (in years)
   
1 - 20
     
59,366     
(26,535)    
32,831     
59,366     
(21,900)    
37,466 
Non-competition agreement (in years)
   
3 - 5
     
6,728     
(6,663)    
65     
6,728     
(6,263)    
465 
State Licenses (in years)
   
6 - 10
     
26,529     
(4,190)    
22,339     
24,981     
(1,243)    
23,738 
State Licenses
 
Indefinite      
46,630     
—     
46,630     
47,028     
—     
47,028 
Total intangible assets
   
     $
173,454    $
(71,044)   $
102,410    $
172,304    $
(62,661)   $
109,643 
 
During the year ended December 31, 2025, the Company acquired state licenses of $1.2 million in connection with the Helping Hands
Acquisition.
 
During the year ended December 31, 2024, the Company acquired state licenses and a trade name of $23.0 million and $4.9 million, respectively,
in its personal care services segment related to the Gentiva Acquisition. The Company also acquired indefinite-lived state licenses of $0.7 million in its
home health segment in connection with the Gentiva Acquisition.
 
Amortization expense related to the identifiable intangible assets amounted to $8.4 million, $6.7 million and $7.1 million for the years ended
December 31, 2025, 2024 and 2023, respectively.
 
The weighted average remaining useful life of identifiable intangible assets as of December 31, 2025, is 9.11 years.
 
The estimated future intangible amortization expense is as follows:
 
For the year ended December 31,
 
Total (Amount in
Thousands)
 
2026
  $
7,638 
2027
   
7,312 
2028
   
5,601 
2029
   
5,497 
2030
   
5,423 
Thereafter
   
24,309 
Total intangible assets subject to amortization
  $
55,780 
 
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8. Details of Certain Balance Sheet Accounts
 
Prepaid expenses and other current assets consisted of the following:
 
 
 
December 31,
 
 
 
2025
   
2024
 
 
 
(Amounts in Thousands)
 
Income tax receivable
  $
10,520    $
11,568 
Prepaid payroll
   
7,960     
8,716 
Prepaid workers’ compensation and liability insurance
   
5,694     
4,254 
Prepaid licensing fees
   
4,167     
5,414 
Workers’ compensation insurance receivable
   
474     
810 
Other (1)
   
7,364     
7,829 
Total prepaid expenses and other current assets
  $
36,179    $
38,591 
 
 
(1)
Included $2.3 and $6.1 million related to the New York Asset Sale deferred payments as of December 31, 2025, and December 31, 2024,
respectively.
 
Accrued expenses consisted of the following:
 
 
 
December 31,
 
 
 
2025
   
2024
 
 
 
(Amounts in Thousands)
 
Accrued health benefits
  $
6,643    $
6,637 
Accrued professional fees
   
6,390     
5,368 
Accrued payroll and other taxes
   
2,242     
4,516 
Other
   
12,916     
12,438 
Total accrued expenses
  $
28,191    $
28,959 
 
 
9. Long-Term Debt
 
Long-term debt consisted of the following:
 
 
 
December 31,
 
 
 
2025
   
2024
 
 
 
(Amounts in Thousands)
 
Revolving loan under the credit facility
  $
124,335    $
223,000 
Less unamortized issuance costs
   
(3,376)    
(4,557)
Long-term debt
  $
120,959    $
218,443 
 
Amended and Restated Senior Secured Credit Facility
 
On October 31, 2018, the Company entered into the Amended and Restated Credit Agreement, with certain lenders and Capital One, National
Association, as a lender and as agent for all lenders, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of
September 12, 2019, as further amended by the Second Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2021, as further
amended by the Third Amendment to Amended and Restated Credit Agreement, dated as of April 26, 2023, and as further amended by the Fourth
Amendment to Amended and Restated Credit Agreement, dated as of October 22, 2024 (as described below, the “Fourth Amendment”) (as amended, the
“Credit Agreement”, as used throughout this Annual Report on Form 10-K, “credit facility” shall mean the credit facility evidenced by the Credit
Agreement). The credit facility consists of a $650.0 million revolving credit facility and a $150.0 million incremental loan facility, which incremental loan
facility may be for term loans or an increase to the revolving loan commitments. The maturity of this credit facility is July 30, 2028.
 
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On October 22, 2024, the Company entered into the Fourth Amendment to, among other things, (a) increase the Company’s revolving credit
facility to an aggregate amount of $650.0 million, (b) increase the Company’s incremental loan facility to an aggregate amount of $150.0 million, and (c)
extend the maturity date of the credit facility from July 30, 2026 to July 30, 2028.
 
Interest on the credit facility may be payable at (x) the sum of (i) an applicable margin ranging from 0.75% to 1.50% based on the applicable
senior net leverage ratio plus (ii) a base rate equal to the greatest of (a) the rate of interest last quoted by The Wall Street Journal as the “prime rate,” (b) the
sum of the federal funds rate plus a margin of 0.50% and (c) the sum of Term SOFR (as published by the CME Group Benchmark Administrative Limited)
for an interest period of one month for such applicable day (not to be less than 0.00%), plus a margin of 1.00% or (y) the sum of (i) an applicable margin
ranging from 1.75% to 2.50% based on the applicable senior net leverage ratio plus (ii) the rate per annum equal to the sum of Term SOFR (as published by
the CME Group Benchmark Administrative Limited) for the applicable interest period (not to be less than 0.00%). Swing loans may not be SOFR loans.
 
Addus HealthCare, Inc. (“Addus HealthCare”) is the borrower, and its parent, Holdings, and substantially all of Holdings’ subsidiaries are
guarantors under this credit facility, and it is collateralized by a first priority security interest in all of the Company’s and the other credit parties’ current
and future tangible and intangible assets, including the shares of stock of the borrower and subsidiaries. The Credit Agreement contains affirmative and
negative covenants customary for credit facilities of this type, including limitations on the Company with respect to liens, indebtedness, guaranties,
investments, distributions, mergers and acquisitions and dispositions of assets. The availability of additional draws under this credit facility is conditioned,
among other things, upon (after giving effect to such draws) the Total Net Leverage Ratio (as defined in the Credit Agreement) not exceeding 3.75:1.00. In
certain circumstances, in connection with a Material Acquisition (as defined in the Credit Agreement), the Company can elect to increase its Total Net
Leverage Ratio compliance covenant to 4.25:1.00 for the then current fiscal quarter and the three succeeding fiscal quarters.
 
The Company pays a fee ranging from 0.20% to 0.35% based on the applicable senior net leverage ratio times the unused portion of the revolving
loan portion of the credit facility.
 
The Credit Agreement contains customary affirmative covenants regarding, among other things, the maintenance of records, compliance with
laws, maintenance of permits, maintenance of insurance and property and payment of taxes. The Credit Agreement also contains certain customary
financial covenants and negative covenants that, among other things, include a requirement to maintain a minimum Interest Coverage Ratio (as defined in
the Credit Agreement) and a requirement to stay below a maximum Total Net Leverage Ratio (as defined in the Credit Agreement). The Credit Agreement
also contains restrictions on guarantees, indebtedness, liens, investments and loans, subject to customary carve outs, a restriction on dividends (provided
that Addus HealthCare may make distributions to the Company in an amount that does not exceed $10.0 million in any year absent of an event of default,
plus limited exceptions for tax and administrative distributions), a restriction on the ability to consummate acquisitions (without the consent of the lenders)
under its credit facility subject to compliance with the Total Net Leverage Ratio (as defined in the Credit Agreement) thresholds, restrictions on mergers,
dispositions of assets, and affiliate transactions, and restrictions on fundamental changes and lines of business. As of December 31, 2025, the Company was
in compliance with all financial covenants under the Credit Agreement.
 
During the twelve months ended December 31, 2025, the Company (i) drew approximately $11.3 million under its credit facility to fund, in part,
the Helping Hands Acquisition and (ii) repaid $110.0 million under the revolving credit facility. At December 31, 2025, the Company had a total of $124.3
million of revolving loans, with an interest rate of 5.48%, outstanding on its credit facility. After giving effect to the amount drawn on its credit facility,
approximately $7.9 million of outstanding letters of credit and borrowing limits based on an advance multiple of Adjusted EBITDA (as defined in the
Credit Agreement), the Company had $650.0 million of capacity and $517.7 million available for borrowing under its credit facility.
 
During the twelve months ended December 31, 2024, the Company (i) drew approximately $233.0 million under its credit facility to fund, in part,
the Gentiva Acquisition and (ii) repaid $136.4 million under the revolving credit facility. At December 31, 2024, the Company had a total of $223.0 million
of revolving loans, with an interest rate of 6.34%, outstanding on its credit facility. After giving effect to the amount drawn on its credit facility,
approximately $8.0 million of outstanding letters of credit and borrowing limits based on an advance multiple of Adjusted EBITDA (as defined in the
Credit Agreement), the Company had $577.7 million of capacity and $346.6 million available for borrowing under its credit facility.
 
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10. Income Taxes
 
The current and deferred federal and state income tax provision from continuing operations, are comprised of the following:
 
 
 
For the Years Ended December 31,
 
 
 
(Amounts in Thousands)
 
 
 
2025
   
2024
   
2023
 
Current
     
       
       
 
Federal
  $
10,775    $
8,998    $
11,839 
State
   
2,893     
3,533     
4,139 
Deferred
     
       
       
 
Federal
   
14,732     
11,258     
2,306 
State
   
3,135     
1,966     
526 
Provision for income taxes
  $
31,535    $
25,755    $
18,810 
 
The tax effects of certain temporary differences between the Company’s book and tax bases of assets and liabilities give rise to significant portions
of the deferred income tax assets (liabilities) at December 31, 2025 and 2024. The deferred tax assets (liabilities) consisted of the following:
 
 
 
For the Years Ended December 31,
 
 
 
(Amounts in Thousands)
 
 
 
2025
   
2024
 
Deferred tax assets
     
       
 
Long-term
     
       
 
Accounts receivable allowances
  $
14,343    $
20,843 
Operating lease liabilities
   
12,802     
14,917 
Accrued compensation
   
5,901     
5,683 
Accrued workers’ compensation
   
3,355     
3,253 
Transaction costs
   
2,610     
2,547 
Stock-based compensation
   
1,698     
1,400 
Net operating loss
   
59     
73 
Restructuring costs
   
—     
555 
Other
   
2,865     
2,517 
Total long-term deferred tax assets
   
43,633     
51,788 
Deferred tax liabilities
     
       
 
Long-term
     
       
 
Goodwill and intangible assets
   
(72,059)    
(61,177)
Operating lease assets, net
   
(10,562)    
(12,521)
Property and equipment
   
(3,603)    
(2,796)
Insurance premiums
   
(1,446)    
(1,079)
Other
   
(28)    
(35)
Total long-term deferred tax liabilities
   
(87,698)    
(77,608)
Total net deferred tax (liabilities) assets
  $
(44,065)   $
(25,820)
 
Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Management considers all available evidence in making this assessment.
 
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A reconciliation for continuing operations of the statutory federal tax rate of 21.0% to the effective income tax rate is summarized as follows:
 
 
   
 
   
For the Years Ended December 31,
 
 
   
 
   
(Amounts in Thousands)
 
 
 
2025
   
2024
   
2023
 
U.S. federal statutory tax rate
  $
26,763     
21.0%  $
20,864     
21.0%  $
17,079     
21.0%
State and local taxes, net of federal income
tax effect*
   
6,019     
4.7     
5,469     
5.5     
4,667     
5.7 
Tax credits
   
      
      
      
      
      
  
Work opportunity tax credits, net of
federal taxable income add back
   
(2,923)    
(2.3)    
(2,844)    
(2.9)    
(2,765)    
(3.4)
Other credit programs
   
(711)    
(0.6)    
(474)    
(0.4)    
(474)    
(0.6)
Nontaxable or nondeductible items
   
      
      
      
      
      
  
162(m) compensation
   
4,830     
3.8     
1,992     
2.0     
1,409     
1.7 
Excess tax benefit
   
(2,433)    
(1.9)    
(408)    
(0.4)    
(320)    
(0.4)
Stock acquisition cost
   
—     
—     
1,081     
1.1     
4     
0.1 
Other nondeductible items
   
181     
0.2     
130     
0.1     
176     
0.2 
Other adjustments
   
      
      
      
      
      
  
Federal RTP
   
(191)    
(0.2)    
(55)    
(0.1)    
(966)    
(1.2)
Effective income tax rate
  $
31,535     
24.7%  $
25,755     
25.9%  $
18,810     
23.1%
 
*
State taxes in Illinois for 2025, 2024, and 2023 made up the majority (greater than 50 percent) of the tax effect within this category.
 
Cash income taxes paid for continuing operations, disaggregated by federal and state jurisdictions, are summarized as follows:
 
 
 
For the Years Ended December 31,
 
 
 
(Amounts in Thousands)
 
 
 
2025
   
2024
   
2023
 
Federal income tax paid
  $
8,600     
68.1%  $
18,911     
72.0%  $
9,483     
63.3%
State income tax paid
   
      
      
      
      
      
  
Illinois
   
2,060     
16.3     
4,391     
16.7     
3,262     
21.8 
New York
   
—     
—     
—     
—     
836     
5.6 
Tennessee
   
713     
5.6     
—     
—     
—     
— 
Other states
   
1,247     
10.0     
2,949     
11.3     
1,404     
9.3 
Total income tax paid (net of refund)
  $
12,620     
100.0%  $
26,251     
100.0%  $
14,985     
100.0%
 
The effective income tax rate was 24.7%, 25.9% and 23.1% for the years ended December 31, 2025, 2024 and 2023, respectively. The difference
between our federal statutory and effective income tax rates was principally due to the inclusion of state taxes, non-deductible compensation, partially
offset by the use of federal employment tax credits and an excess tax benefit.
 
The Company is subject to taxation in the jurisdictions in which it operates. The Company continues to remain subject to examination by U.S.
federal authorities for the years 2022 through 2024 and for various state authorities for the years 2020 through 2024.
   
 
11. Stock Options and Restricted Stock Awards
 
The Board approved the A&R 2017 Plan as of April 13, 2023, and our shareholders approved it as of June 14, 2023. The A&R 2017 Plan
amended and restated our 2017 Omnibus Incentive Plan (the “2017 Plan”), which in turn was intended to replace our 2009 Stock Incentive Plan (the “2009
Plan”). All awards are now granted from the A&R 2017 Plan. Outstanding awards under the 2009 Plan will continue to be governed by the 2009 Plan and
the agreements under which they were granted.
 
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The A&R 2017 Plan allows us to grant performance-based incentive awards and equity-based awards (each, an “Award”) to eligible employees,
directors and consultants in the form of Stock Options, Stock Appreciation Rights (“SARs”), Restricted Stock Restricted Stock Units, Performance Awards
and Other Stock Unit Awards. The Board believes that the A&R 2017 Plan is necessary to continue the Company’s effectiveness in attracting, motivating
and retaining employees, directors and consultants with appropriate experience and to increase the grantees’ alignment of interest with the Company’s
shareholders.
 
Under the A&R 2017 Plan, Awards may be made in shares of our common stock. Subject to adjustment as provided by the terms of the A&R 2017
Plan, the maximum aggregate number of shares of common stock with respect to which awards may be granted under the A&R 2017 Plan is 864,215,
comprised of 274,215 shares (the number of shares that were available for issuance under the 2017 Plan as of April 13, 2023) and 590,000 shares (the
number of shares newly authorized by the Company’s shareholders upon their approval of the A&R 2017 Plan).. The aggregate awards granted during any
calendar year to any single Participant cannot exceed 500,000 shares subject to stock options or SARs. These individual annual limitations are cumulative
in that any shares of common stock or cash for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award
in that fiscal year (such shortfall, the “Shortfall Amount”), the number of shares of common stock (or amount of cash, as the case may be) will
automatically increase in the subsequent fiscal years during the term of the A&R 2017 Plan until the earlier of the time when the Shortfall Amount has
been granted to the Participant, or the end of the third fiscal year following the year to which such Shortfall Amount relates. At December 31, 2025, there
were 447,366 shares of common stock available for future grant under the A&R 2017 Plan.
 
Awards made under the 2017 Plan (and the 2009 Plan) that are forfeited, canceled, settled in cash or otherwise terminated without a distribution of
shares to a Participant will be deemed available for Awards under the A&R 2017 Plan; provided, that the A&R 2017 Plan explicitly prohibits shares
withheld for payment of taxes for awards, the exercise price for appreciation awards, shares acquired with the proceeds of appreciation awards, and shares
from stock settled SARs from being added back to the share reserve. Stock options are awarded with an exercise price equal to the fair market value based
on the closing price of our common stock on the date of grant. Options granted typically vest over a service period ranging from three to four years and
expire ten years from the date of grant. Restricted shares typically vest over a service period ranging from one to four years and expire ten years from date
of grant.
 
Stock options are awarded with an exercise price equal to the fair market value based on the closing price of our common stock on the date of
grant. Options granted typically vest over a service period ranging from three to four years and expire ten years from the date of grant. Restricted shares
typically vest over a service period ranging from one to four years and expire ten years from date of grant.
 
The exercise prices of stock options outstanding on December 31, 2025, range from $34.05 to $92.00. Restricted stock awards are full-value
awards.
 
Stock Options
 
A summary of stock option activity for the year ended December 31, 2025 follows:
 
 
 
Options (Amounts
in Thousands)
   
Weighted Average
Exercise Price
   
Weighted Average
Remaining
Contractual
Terms (Years)
 
Outstanding, beginning of period
   
406    $
43.51     
3.2 
Granted
   
—     
—       
 
Exercised
   
(110)    
22.52     
  
Forfeited/Cancelled
   
—     
—       
 
Outstanding, end of period
   
296    $
51.31     
2.9 
Exercisable, end of period
   
286    $
50.08     
2.8 
 
The Company did not grant any stock options during 2025, 2024, or 2023.
 
Stock option compensation expense totaled $0.4 million, $0.5 million and $0.9 million for the years ended December 31, 2025, 2024 and 2023,
respectively. As of December 31, 2025, there was $0.1 million of total unrecognized compensation cost that is expected to be recognized over a weighted
average period of 0.2 years.
 
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The intrinsic value of exercisable and outstanding stock options was $16.4 million and $16.6 million, respectively, as of December 31, 2025.
 
As of December 31, 2025, there were 286,195 and 9,500 shares of stock options vested and unvested, respectively.
 
The intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $10.3 million, $3.0 million and $0.8
million, respectively.
 
Restricted Stock Awards
 
A summary of unvested restricted stock awards activity and weighted average grant date fair value for the year ended December 31, 2025 follows:
 
 
 
Restricted Stock
Awards (Amounts
in Thousands)
   
Weighted Average
Grant Date Fair
Value
 
Unvested restricted stock awards, beginning of period
   
244    $
91.33 
Awarded
   
265     
104.25 
Vested
   
(123)    
90.47 
Forfeited
   
(5)    
98.33 
Unvested restricted stock awards, end of period
   
381    $
100.52 
 
The fair value of restricted stock awards that vested during the year ended December 31, 2025, was $13.5 million.
 
Restricted stock award compensation expense totaled $16.0 million, $10.7 million and $9.4 million for the years ended December 31, 2025, 2024
and 2023, respectively. As of December 31, 2025, there was $24.0 million of total unrecognized compensation cost that is expected to be recognized over a
weighted average period of 1.7 years.
   
 
12. Employee Benefit Plans
 
The 401(k) retirement plan is a defined contribution plan that provides for matching contributions by the Company to all non-union employees.
Matching contributions are discretionary and subject to change by management. Under the provisions of the 401(k) plan, employees can contribute up to
the maximum percentage and limits allowable under the U.S. Revenue Code. The Company provided contributions totaling $0.7 million, $0.8 million and
$0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
   
 
13. Commitments and Contingencies
 
Legal Proceedings
 
From time to time, the Company is subject to legal and/or administrative proceedings incidental to its business.
 
It is the opinion of management that the outcome of pending legal and/or administrative proceedings will not have a material effect on the
Company’s Consolidated Balance Sheets and Consolidated Statements of Income.
 
Concentration of Cash
 
The Company owns financial instruments that potentially subject the Company to significant concentrations of credit risk, including cash. The
Company maintains cash with financial institutions which, at times, may exceed federally insured limits. The Company believes it is not exposed to any
significant credit risk on cash.
   
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14. Segment Information
 
Operating segments are defined as components of a company that engage in business activities from which it may earn revenues and incur
expenses, and for which separate financial information is available and is regularly reviewed by the Company’s chief operating decision makers
(“CODM”). The Company identifies its Chief Executive Officer and Chief Operating Officer together as CODM to assess the performance of the
individual segments and make decisions about resources to be allocated to the segments. The Company operates as a multi-state provider of three business
segments providing in-home services.
 
In its personal care segment, the Company provides non-medical assistance with activities of daily living, primarily to persons who are at
increased risk of hospitalization or institutionalization, such as the elderly, chronically ill or disabled. In its hospice segment, the Company provides
physical, emotional and spiritual care for people who are terminally ill as well as related services for their families. In its home health segment, the
Company provides services that are primarily medical in nature to individuals who may require assistance during an illness or after hospitalization and
include skilled nursing and physical, occupational and speech therapy.
 
The Company’s method for measuring profitability on each reportable segment basis is the same as those described in the summary of significant
accounting policies and its CODM frequently reviews the actual result to budget variance to allocate resources to the segment and assess its performance.
Segment operating income consists of revenue generated by a segment, less the direct costs of service revenues and general and administrative expenses
that are incurred directly by the segment. Unallocated general and administrative costs are those costs for functions performed in a centralized manner and
therefore not attributable to a particular segment. These costs include accounting, finance, human resources, legal, information technology, corporate office
support and facility costs and overall corporate management.
 
The CODM does not review disaggregated assets by segment. The measure of segment assets is reported on the balance sheet as total consolidated
assets.
 
The tables below set forth information about the Company’s reportable segments, including significant expenses, for the years ended December
31, 2025, 2024 and 2023 along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated
financial statements.
 
 
 
For the Year Ended December 31, 2025
 
 
 
(Amounts in Thousands)
 
 
 
Personal Care
   
Hospice
   
Home Health
   
Total
 
Net service revenues
  $
1,089,215    $
262,542    $
70,773    $
1,422,530 
Direct service personnel
   
783,101     
109,389     
39,708     
932,198 
General and administrative salaries, wages and benefits
   
74,161     
45,998     
13,480     
133,639 
Other segment items (1)
   
24,752     
39,741     
5,134     
69,627 
Segment operating income
   
207,201     
67,414     
12,451     
287,066 
Segment reconciliation:
     
       
       
       
 
Items not allocated at segment level:
     
       
       
       
 
Other general and administrative expenses
   
      
      
      
132,039 
Depreciation and amortization
   
      
      
      
16,412 
Interest income
   
      
      
      
(2,442)
Interest expense
   
      
      
      
13,612 
Income before income taxes
   
      
      
     $
127,445 
 
(1)
Other segment items include other costs for direct service personnel, office expense, licenses & taxes, communication, medical director fees,
travel and bad debt expense.
 
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Table of Contents
 
 
 
For the Year Ended December 31, 2024
 
 
 
(Amounts in Thousands)
 
 
 
Personal Care
   
Hospice
   
Home Health
   
Total
 
Net service revenues
  $
856,581    $
228,191    $
69,827    $
1,154,599 
Direct service personnel
   
613,160     
97,128     
42,631     
752,919 
General and administrative salaries, wages and benefits
   
48,485     
41,370     
14,349     
104,204 
Other segment items (1)
   
20,719     
37,762     
4,913     
63,394 
Segment operating income
   
174,217     
51,931     
7,934     
234,082 
Segment reconciliation:
     
       
       
       
 
Items not allocated at segment level:
     
       
       
       
 
Other general and administrative expenses
   
      
      
      
117,861 
Depreciation and amortization
   
      
      
      
13,530 
Interest income
   
      
      
      
(4,394)
Interest expense
   
      
      
      
7,732 
Income before income taxes
   
      
      
     $
99,353 
 
(1)
Other segment items include other costs for direct service personnel, office expense, licenses & taxes, communication, medical director fees,
travel and bad debt expense.
 
 
 
For the Year Ended December 31, 2023
 
 
 
(Amounts in Thousands)
 
 
 
Personal Care
   
Hospice
   
Home Health
   
Total
 
Net service revenues
  $
794,718     $
207,155     $
56,778     $
1,058,651  
Direct service personnel
   
571,445      
87,851      
34,244      
693,540  
General and administrative salaries, wages and benefits
   
47,302      
38,843      
11,501      
97,646  
Other segment items (1)
   
18,442      
35,608      
4,021      
58,071  
Segment operating income
   
157,529      
44,853      
7,012      
209,394  
Segment reconciliation:
   
 
     
 
     
 
     
 
 
Items not allocated at segment level:
   
 
     
 
     
 
     
 
 
Other general and administrative expenses
   
       
       
       
104,312  
Depreciation and amortization
   
       
       
       
14,126  
Interest income
   
       
       
       
(1,476)
Interest expense
   
       
       
       
11,106  
Income before income taxes
   
       
       
      $
81,326  
 
(1)
Other segment items include other costs for direct service personnel, office expense, licenses & taxes, communication, medical director fees,
travel and bad debt expense.
   
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Table of Contents
 
 
15. Significant Payors
 
For 2025, 2024 and 2023, the Company’s revenue by payor type was as follows:
 
 
 
Personal Care
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
State, local and other governmental
programs
  $
553,475     
50.8%  $
456,885     
53.3%  $
400,753     
50.4%
Managed care organizations
   
501,528     
46.0     
376,604     
44.0     
367,557     
46.2 
Private pay
   
27,871     
2.6     
15,589     
1.8     
16,268     
2.0 
Commercial insurance
   
5,609     
0.5     
5,593     
0.7     
6,321     
0.8 
Other
   
732     
0.1     
1,910     
0.2     
3,819     
0.6 
Total personal care segment net service
revenues
  $
1,089,215     
100.0%  $
856,581     
100.0%  $
794,718     
100.0%
 
 
 
Hospice
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
Medicare
  $
244,344     
93.1%  $
208,099     
91.2%  $
186,317     
89.9%
Commercial insurance
   
8,558     
3.3     
11,744     
5.2     
12,385     
6.0 
Managed care organizations
   
8,155     
3.1     
7,603     
3.3     
7,037     
3.4 
Other
   
1,485     
0.5     
745     
0.3     
1,416     
0.7 
Total hospice segment net service revenues  $
262,542     
100.0%  $
228,191     
100.0%  $
207,155     
100.0%
 
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Table of Contents
 
 
 
Home Health
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
Medicare
  $
47,701     
67.4%  $
48,562     
69.5%  $
41,078     
72.3%
Managed care organizations
   
17,010     
24.0     
17,603     
25.2     
12,613     
22.2 
State, local and other governmental
programs (excluding Medicare)
   
4,001     
5.7     
639     
1.0     
440     
0.8 
Other
   
2,061     
2.9     
3,023     
4.3     
2,647     
4.7 
Total home health segment net service
revenues
  $
70,773     
100.0%  $
69,827     
100.0%  $
56,778     
100.0%
 
The Company derives a significant amount of its revenue from its operations in Illinois, New Mexico, Ohio, Tennessee and Texas. The
percentages of segment revenue for each of these significant states and New York for 2025, 2024 and 2023 were as follows:
 
 
 
Personal Care
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
Illinois
  $
458,828     
42.1%  $
441,012     
51.5%  $
411,081     
51.7%
Texas
   
216,712     
19.9     
17,936     
2.0     
—     
— 
New Mexico
   
118,588     
10.9     
115,381     
13.5     
115,986     
14.6 
New York (1)
   
—     
—     
71,763     
8.4     
92,469     
11.6 
All other states
   
295,087     
27.1     
210,489     
24.6     
175,182     
22.1 
Total personal care segment net service
revenues
  $
1,089,215     
100.0%  $
856,581     
100.0%  $
794,718     
100.0%
 
(1)
As a result of changes and uncertainty in New York regarding the CDPAP, the Company determined that its New York personal care operations no
longer fit its growth strategy and divested these operations. See Note 5 to the Notes to Consolidated Financial Statements, Divestiture, for
additional details regarding our divestiture.
 
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Table of Contents
 
With the Jacksonville Acquisition, the Great Lakes Acquisition, the Helping Hands Acquisition and the Gold Horses Acquisition in 2025, the
Company expanded its personal care services to consumers in the state of Florida, Michigan, Pennsylvania and Texas. With the acquisition of Upstate and
the Gentiva Acquisition in 2024, the Company expanded its personal care services to consumers in the state of Arizona, Arkansas, California, Missouri,
North Carolina, South Carolina and Texas.
 
 
 
Hospice
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
Ohio
  $
101,833     
38.8%  $
84,811     
37.2%  $
74,871     
36.1%
New Mexico
   
32,865     
12.5     
28,532     
12.5     
30,782     
14.9 
Illinois
   
60,427     
23.0     
52,560     
23.0     
47,247     
22.8 
All other states
   
67,417     
25.7     
62,288     
27.3     
54,255     
26.2 
Total hospice segment net service revenues  $
262,542     
100.0%  $
228,191     
100.0%  $
207,155     
100.0%
 
With the Helping Hands Acquisition in 2025, the Company entered the hospice market in Pennsylvania, and with the acquisition of Tennessee
Quality Care in 2023, the Company expanded its hospice services to patients in the state of Tennessee.
 
 
 
Home Health
 
 
 
For the Years Ended December 31,
 
 
 
2025
   
2024
   
2023
 
 
 
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
   
Amount (in
Thousands)    
% of Segment
Net Service
Revenues
 
New Mexico
  $
34,724     
49.1%  $
32,766     
46.9%  $
32,949     
58.0%
Tennessee
   
28,209     
39.9     
26,497     
38.0     
10,978     
19.4 
Illinois
   
7,171     
10.1     
10,564     
15.1     
12,851     
22.6 
All other states
   
669     
0.9     
—     
—     
—     
— 
Total home health segment net service
revenues
  $
70,773     
100.0%  $
69,827     
100.0%  $
56,778     
100.0%
 
With the Gentiva Acquisition in 2024 and the acquisition of Tennessee Quality Care in 2023 expanded the Company’s home health operations in
Tennessee.
 
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A substantial portion of the Company’s revenue and accounts receivable is derived from services performed for state and local governmental
agencies. We derive a significant amount of our net service revenues in Illinois, which represented 37.0%, 43.7% and 44.5% of our net service revenues for
the years ended December 31, 2025, 2024 and 2023, respectively. The Illinois Department on Aging, the largest payor program for the Company’s Illinois
personal care operations, accounted for 18.1%, 21.0% and 20.9% of the Company’s net service revenues for 2025, 2024 and 2023, respectively.
 
The related receivables due from the Illinois Department on Aging represented 25.2% and 21.7% of the Company’s net accounts receivable at
December 31, 2025 and 2024, respectively.
 
 
16. ARPA Spending Plans
 
In recognition of the significant threat to the liquidity of financial markets and challenges to healthcare providers posed by the COVID-19
pandemic, the Federal Reserve and Congress took dramatic actions to provide liquidity to businesses and the banking system in the United States and to
assist healthcare providers, including through relief legislation such as the American Rescue Plan Act of 2021 (“ARPA”). The ARPA provides for $350
billion in relief funding for eligible state, local, territorial, and Tribal governments to mitigate the fiscal effects of the COVID-19 public health emergency.
Additionally, the law provides for a 10-percentage point increase in federal matching funds for Medicaid home and community-based services (“HCBS”)
from April 1, 2021, through March 31, 2022, provided the state satisfied certain conditions. States are permitted to use the state funds equivalent to the
additional federal funds through March 31, 2025. States must use the monies attributable to this matching fund increase to supplement, not supplant, their
level of state spending for the implementation of activities enhanced under the Medicaid HCBS in effect as of April 1, 2021.
 
HCBS spending plans for the additional matching funds vary by state, but common initiatives in which the Company is participating include those
aimed at strengthening the provider workforce (e.g., efforts to recruit, retain, and train direct service providers). The Company is required to properly and
fully document the use of such funds in reports to the state in which the funds originated. Funds may be subject to recoupment if not expended or if they
are expended on non-approved uses.
 
The Company received state funding provided by the ARPA in an aggregate amount of $7.2 million and $15.7 million December 31, 2025 and
2024, respectively. The Company utilized $6.8 million and $10.2 million of these funds during the years ended December 31, 2025 and 2024, respectively,
primarily for caregivers and adding support to recruiting and retention efforts. The deferred portion of ARPA funding was $11.7 million and $11.2 million
as of December 31, 2025 and 2024, respectively, which is included within Government stimulus advances on the Company’s Consolidated Balance Sheets.
 
 
17. Related Party Transactions
 
In December 2024, the Company completed the Gentiva Acquisition, which included an agreement with Gentiva’s software provider,
HHAeXchange. Darin Gordon, a member of the Company’s board of directors, serves on the board of directors of HHAeXchange. For the year ended
December 31, 2025, the Company paid $2.0 million to HHAeXchange for related services provided in the ordinary course of business. In addition, the
Company received services from MetaSource. Mark First, a member of the Company’s board of directors, serves on the board of directors of MetaSource.
For the year ended December 31, 2025, the Company paid $0.4 million to MetaSource for related services provided in the ordinary course of business.
  
F-35

Exhibit 21.1
 
SUBSIDIARIES OF THE REGISTRANT
 
Name of Subsidiary
State of
Incorporation
Doing Business As Name
A Plus Health Care, Inc.
Montana
A-Plus HealthCare
Addus HealthCare, Inc.
Illinois
Addus HomeCare; Arcadia Home Care & Staffing
Addus HealthCare (Delaware), Inc.
Delaware
Addus HomeCare Delaware
Addus HealthCare (Idaho), Inc.
Delaware
Addus HomeCare
Addus HealthCare (South Carolina), Inc.
Delaware
Addus HomeCare; Arcadia Home Care & Staffing
Addus Home Office, LLC
Delaware
N/A
Addus Hospice of Illinois, LLC
Delaware
JourneyCare - Barrington; JourneyCare - Deerfield; JourneyCare - Crystal
Lake; JourneyCare - Palos Heights
Addus Nurse Care, Inc.
Delaware
Lifestyle Options; Arcadia Home Care & Staffing
Alamo Area Home Hospice, LP
Texas
Alamo Hospice
Alliance Home Health Care, LLC
New Mexico
Ambercare
Ambercare Corporation
New Mexico
N/A
Ambercare Home Health Care Corporation
New Mexico
Ambercare Home Health; Ambercare Personal Care Services
Ambercare Hospice, Inc.
New Mexico
Ambercare
Apple Home Healthcare, LTD
Illinois
JourneyCare Home Health - Chicago
Armada Hospice of New Mexico, LLC
Delaware
Armada Hospice of New Mexico, LLC
Armada Hospice of Santa Fe, LLC
Delaware
Armada Hospice of Santa Fe, LLC
Armada Skilled Home Care of New Mexico,
LLC
Delaware
Ambercare Home Health
Coastal Nursecare of Florida, Inc.
Florida
Addus HomeCare
County Homemakers Inc.
Pennsylvania
Arcadia Home Care & Staffing
Cura Partners, LLC
Tennessee
Addus HomeCare
Girling Health Care, Inc.
Texas
Girling Personal Care
Girling Health Care Services of Knoxville,
Inc.
Tennessee
The Home Option
Helping Hands Home Care Service, Inc.
Pennsylvania
Helping Hands Home Care Service; Helping Hands Health Network
Hospice Partners of America, LLC
Delaware
Hospice Partners of America
Hospice Partners of America Holding, LLC
Delaware
Alamo Hospice of Conroe; Alamo Hospice of Waco; Hospice of Virginia
Hospice Partners of Texas, LLC
Delaware
N/A
House Calls of New Mexico, LLC
New Mexico
House Calls of New Mexico
HPA Idaho, LLC
Idaho
Harrison’s Hope Hospice; Harrison’s Hope Hospice Twin Falls
HPA Medical Management, LLC
Delaware
Alamo Supportive Care; Serenity Supportive Care; JourneyCare Palliative Care,
Hospice of Virginia Supportive Care
H&PC of America, LLC
Delaware
N/A
IntegraCare of Abilene, LLC
Texas
Arcadia Home Care & Staffing
Miracle City Hospice, LLC
Delaware
Miracle City Hospice
New Capital Partners II-HS, Inc.
Delaware
N/A
NP Plus, LLC
Delaware
Arcadia Home Care & Staffing
Options Service, Inc.
Colorado
Ambercare Personal Care Services
PHC Acquisition Corporation
California
Addus HomeCare
PRAC Holdings, Inc.
Delaware
Arcadia Home Care & Staffing
Priority Home Health Care, Inc.
Ohio
Addus HomeCare; Arcadia Home Care & Staffing
Professional Reliable Nursing Service, Inc.
California
Arcadia Home Care & Staffing
Queen City Hospice, LLC
Delaware
Queen City Hospice; Day City Hospice; Capital City Hospice, Queen City Hospice
East
Serenity Palliative Care and Hospice, LLC
Delaware
Serenity Hospice
SLHC, Inc.
Arizona
Sunlife Home Care
South Shore Home Health Service, Inc.
New York
Addus HomeCare
Summit Home Health, LLC
Illinois
JourneyCare Home Health
Tennessee Valley Home Care, LLC
Tennessee
Tennessee Quality Care - Home Health Central; Tennessee Quality Care - Home
Health; Tennessee Quality Care - Home Health West; Tennessee Quality Care -
Home Health East
TR&B, LLC
Texas
TR&B
Tri County Home Health and Hospice, LLC
Tennessee
Tennessee Quality Care-Hospice
 
Pursuant to Item 601(b)(21)(ii) of Regulation S-K, certain subsidiaries have been omitted because, when considered in the aggregate, they do not constitute
a significant subsidiary.
 
 
 
 

Exhibit 23.1
 
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-289894) and on Form S-8 (Nos. 333-272871,
333-219946, 333-190433, and 333-164413) of Addus HomeCare Corporation of our report dated February 24, 2026 relating to the financial statements and
the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
 
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
February 24, 2026
 
 
 
 

Exhibit 31.1
 
CERTIFICATION
 
I, R. Dirk Allison, Chief Executive Officer and Chairman of the Board of Addus HomeCare Corporation certify that:
 
1.
I have reviewed this annual report on Form 10-K of Addus HomeCare Corporation (the “Registrant”);
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Registrant and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
 
 
(d)
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
5.
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s
internal control over financial reporting.
 
Date: February 24, 2026
 
/s/ R. Dirk Allison
R. Dirk Allison
Chief Executive Officer and Chairman of the Board
 
 

Exhibit 31.2
 
CERTIFICATION
 
I, Brian Poff, Chief Financial Officer of Addus HomeCare Corporation, certify that:
 
1.
I have reviewed this annual report on Form 10-K of Addus HomeCare Corporation (the “Registrant”);
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Registrant and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
 
 
(d)
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
5.
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s
internal control over financial reporting.
 
Date: February 24, 2026
 
/s/ Brian Poff
Brian Poff
Chief Financial Officer
 
 

Exhibit 32.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
(AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
 
In connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Addus HomeCare Corporation (the
“Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Dirk Allison, Chief Executive Officer and
Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
 
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
 
Date: February 24, 2026
BY:
/s/ R. Dirk Allison
 
 
R. Dirk Allison
 
 
Chief Executive Officer and Chairman of the Board
 
 
 
 
 

Exhibit 32.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
(AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
 
In connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Addus HomeCare Corporation (the
“Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Poff, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
 
Date: February 24, 2026
BY:
/s/ Brian Poff
 
 
Brian Poff
 
 
Chief Financial Officer