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AdaptHealth Reports Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

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AdaptHealth Corp. (NASDAQ: AHCO) announced the grant of restricted stock units (RSUs) to Suzanne Foster, the newly appointed CEO, as an inducement under Nasdaq Listing Rule 5635(c)(4). The grant, approved by the Compensation Committee on May 11, 2024, covers 553,251 shares of common stock at target performance levels. The RSUs vest in three tranches: 229,740 shares over three years starting May 20, 2025, 93,771 shares over two years starting the same date, and the remaining shares based on the Total Shareholder Return (TSR) over a three-year period. The vesting depends on Ms. Foster's continued service with AdaptHealth. The company provides home medical equipment and services, reaching 4.1 million patients annually across 670 locations in 47 states.

Positive
  • Granting 553,251 RSUs to the new CEO demonstrates confidence in leadership.
  • The vesting schedule aims to ensure long-term commitment from the newly appointed CEO.
  • AdaptHealth services approximately 4.1 million patients annually across 670 locations.
  • Company's diversified service offerings including sleep therapy, diabetes treatment, and chronic therapy services enhance market position.
Negative
  • Large RSU grants could lead to shareholder dilution.
  • The company's future performance is tied to the new CEO's ability, which adds risk.
  • TSR-based RSUs can be unpredictable based on market conditions and peer performance.

PLYMOUTH MEETING, Pa.--(BUSINESS WIRE)-- AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services, announced today that AdaptHealth granted restricted stock units covering 553,251 shares of the Company’s common stock at target performance levels (the “Inducement RSUs”) to Suzanne Foster, AdaptHealth’s newly appointed Chief Executive Officer. The Inducement RSUs were approved by the Compensation Committee of AdaptHealth’s board of directors on May 11, 2024 and were granted with an effective date of May 20, 2024 (the “Effective Date”) as an inducement material to Ms. Foster’s employment with AdaptHealth in accordance with Nasdaq Listing Rule 5635(c)(4).

Inducement RSUs covering 229,740 shares of the Company’s common stock will vest in three equal annual installments beginning on May 20, 2025, the one-year anniversary of the Effective Date, subject in each case to Ms. Foster’s continued services with AdaptHealth through the applicable vesting date. Inducement RSUs covering 93,771 shares of the Company’s common stock will vest in two equal annual installments beginning on May 20, 2025, subject in each case to Ms. Foster’s continued services with AdaptHealth through the applicable vesting date. The remainder of the Inducement RSUs will vest based on the Company’s Total Shareholder Return (“TSR”) relative to the TSRs of AdaptHealth’s peer companies over a three-year performance period beginning on May 20, 2024, subject to Ms. Foster’s continued services with AdaptHealth through the completion of the performance period, with Inducement RSUs covering 229,740 shares of the Company’s common stock vesting at target performance levels (and 459,480 shares of the Company’s common stock at maximum performance levels).

AdaptHealth is providing this information in accordance with Nasdaq Listing Rule 5635(c)(4).

About AdaptHealth Corp.

AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment (“HME”), medical supplies, and related services. The Company provides a full suite of medical products and solutions designed to help patients manage chronic conditions in the home, adapt to challenges in their activities of daily living, and thrive. Product and service offerings include (i) sleep therapy equipment, supplies, and related services (including CPAP and bi PAP services) to individuals suffering from obstructive sleep apnea, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors and insulin pumps), (iii) HME to patients discharged from acute care and other facilities, (iv) oxygen and related chronic therapy services in the home, and (v) other HME devices and supplies on behalf of chronically ill patients with wound care, urological, incontinence, ostomy and nutritional supply needs. The Company is proud to partner with an extensive and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid, and commercial insurance payors, reaching approximately 4.1 million patients annually in all 50 states through its network of approximately 670 locations in 47 states.

Forward Looking Statements

This press release includes forward-looking statements related to AdaptHealth, including statements regarding the equity grants. These forward-looking statements are based upon information that is currently available to AdaptHealth and its current expectations, speak only as of the date hereof, and are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including general economic and market factors; and other risks discussed in AdaptHealth’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed by AdaptHealth with the SEC on February 27, 2024, and other reports that AdaptHealth as filed with the SEC. Any of these may cause AdaptHealth’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by AdaptHealth’s forward-looking statements. AdaptHealth expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements.

AdaptHealth Corp.

Jason Clemens, CFA

Chief Financial Officer

Investor Relations

ICR Westwicke

IR@adapthealth.com

Source: AdaptHealth Corp.

FAQ

What is the significance of AdaptHealth's inducement grant to Suzanne Foster?

The inducement grant of 553,251 RSUs to Suzanne Foster is significant as it aligns the new CEO's incentives with company performance and aims to ensure her long-term commitment.

When will Suzanne Foster's RSUs vest?

The RSUs will vest in three tranches: 229,740 shares over three years starting May 20, 2025, 93,771 shares over two years starting the same date, and the remaining shares based on the TSR over a three-year period.

What are the potential risks associated with AdaptHealth's RSU grant?

Potential risks include shareholder dilution and the company's future performance being tied to the new CEO's ability, which adds an element of risk.

How many patients does AdaptHealth service annually?

AdaptHealth services approximately 4.1 million patients annually.

How extensive is AdaptHealth's network?

AdaptHealth operates through a network of approximately 670 locations in 47 states.

AdaptHealth Corp.

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