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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Check the appropriate box:

Accendra Health, Inc.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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Our Purpose & Vision

At Accendra Health, care is a promise that ensures healthcare professionals that their patients will receive the necessary care; gives patients confidence to manage their health and live independently; and connects patients, providers, and insurers for better healthcare.

Our Purpose drives us. It captures who we are and the scale of our impact. Bringing Care To Life™ means meeting people where they are and delivering care that fits their lives beyond traditional settings.

We focus on the details of bringing care into the home so patients can focus on the moments that matter most. Our Vision is to be a leading partner in care for medical equipment, supplies, and solutions in the home for individuals, families, and caregivers.

Our IDEAL Values (Integrity, Development, Excellence, Accountability, Listening) define our standards and are embedded in everything we do, from our internal operations to patient engagement.

Healthcare is complicated, and Accendra Health is here to make it a little easier. Our Purpose gives us our true north, our Vision focuses our efforts, and our IDEAL Values inform our decisions. Together, they help Accendra Health deliver on our Mission to provide innovative solutions that ensure patients get the care they need in the comfort of their homes.

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April 2, 2026

Dear Accendra Health Shareholders:

It is a pleasure to invite you to the Accendra Health, Inc. Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, May 14, 2026, at 9:00 a.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only, via the Internet, which allows us to make participation accessible for shareholders from any geographic location while reducing the costs and environmental impact associated with holding an in-person meeting. Information regarding attending the virtual Annual Meeting can be found on page 76 of the Proxy Statement.

The Notice of 2026 Annual Meeting of Shareholders and Proxy Statement describe the items of business for the meeting. In addition to considering these matters, we will review significant accomplishments and events since our last shareholders’ meeting, as well as future opportunities and initiatives we intend to pursue. Our Board of Directors and management team will be present to discuss items of interest and to answer questions.

The Notice of 2026 Annual Meeting of Shareholders contains instructions on how to access our proxy materials and our 2025 Annual Report over the Internet, as well as how shareholders can receive paper copies of such documents, if they so desire.

You may vote your shares via the Internet or by telephone, or, if you prefer, you may request paper copies of the proxy materials and submit your vote by mail by following the instructions on the proxy card. We encourage you to vote via the Internet. Whichever method you choose, your vote is important so please vote as soon as possible. All of us at Accendra Health appreciate your continued interest and support.

Warm regards,

Mark A. Beck

Chair of the Board of Directors

Accendra Health, Inc.

WHETHER OR NOT YOU PRESENTLY PLAN TO ATTEND THE MEETING,

THE BOARD OF DIRECTORS URGES YOU TO VOTE.

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Dear Shareholders:

This past year marked a pivotal milestone for our company. With the sale of the Products & Healthcare Services business and Owens & Minor brand finalized on December 31, 2025, we launched Accendra Health as a more focused organization dedicated to advancing healthcare in the home and beyond. This strategic move allows us to focus our investments and resources on areas with substantial long-term opportunities.

Accendra Health operates through two primary go-to-market brands — Apria and Byram Healthcare — with deep expertise in supporting patients living with both acute and chronic conditions. Together, we provide a national platform serving patients, providers, payors, and manufacturing partners across the United States by enabling patients to manage their health at home while also improving outcomes and increasing efficiency in the healthcare system.

Aging populations, increasing rates of chronic conditions, and the need for more affordable care options with positive outcomes outside of institutional settings are driving the demand for home-based healthcare. With our scale, expertise, and established relationships across the healthcare ecosystem, we believe Accendra Health is an ideal choice to meet this demand.

To capitalize on these opportunities, we are strengthening our core businesses to be more nimble, helping us to deliver a simpler and more efficient experience for those we serve. Investments in technology, automation, and streamlined processes are helping make Accendra Health a partner of choice in home-based care while at the same time lowering our cost to serve. We believe that these enhancements will support steady growth, strong free cash flow generation, consistent earnings, and continued balance sheet strengthening.

None of this would be possible without the dedication of our teammates. Their compassion and commitment help ensure patients receive the support they need each day, and they embody our Purpose — Bringing Care To Life™. Healthcare can be complex, and Accendra Health is committed to making it easier for patients to manage their care when and where they need it.

As we begin our next chapter as Accendra Health, we are excited about the opportunities ahead. With leading brands, a focused strategy, expansive national scale, and a growing market for home-based care, we believe we are well positioned to deliver sustainable long-term value for shareholders.

Please join us at the virtual Annual Meeting on May 14, 2026, at 9:00 a.m. Eastern Time. Your vote is very important. You are encouraged to vote your shares via the internet, telephone, or mobile device prior to the meeting, or by completing and returning your proxy card by mail so that your shares will be represented and voted at the meeting.

Thank you for your continued support.

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Edward A. Pesicka

President & Chief Executive Officer

Accendra Health, Inc.

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Your Vote Is Important

Whether or not you plan to attend the Annual Meeting, please vote your shares promptly, as instructed in the Notice Regarding the Availability of Proxy Materials, by the Internet, or by telephone. You may also request a paper proxy card to submit your vote by mail, if you prefer. We encourage you to vote via the Internet.

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Forward-Looking Statements. This proxy statement (the “Proxy Statement”) contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and generally can be identified by the use of words such as “may,” “could,” “aim,” “seek,” “believe,” “will,” “expect,” “project,” “estimate,” “intend,” “target,” “anticipate,” “plan,” “continue,” or similar expressions. The forward-looking statements in this Proxy Statement are based on certain risks and uncertainties, which could cause actual results to vary materially from the expectations and projections expressed or implied by our forward-looking statements. Risks and uncertainties that may cause such differences include, among other things: increasing competitive and pricing pressures in the marketplace; our ability to retain existing and attract new customers and our dependence on certain customers, vendors, suppliers and third-parties; our ability to successfully identify, manage or integrate acquisitions; risks arising from the legal, regulatory or licensing requirements of the markets in which we operate; and general economic, regulatory and business conditions, including related to our international operations, among others. New risks and uncertainties may arise from time to time and are difficult to predict. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. We could also be affected by risks that we currently are not aware of or that we currently do not consider material to our business. For factors that could cause actual results to differ from expected results, see the risks and uncertainties described in our publicly filed reports, including our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). Forward-looking statements in this Proxy Statement speak only as of the date of this Proxy Statement. We undertake no obligation to publicly update or revise any forward-looking statement in this Proxy Statement.

Information on, or that can be accessed through, our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

Non-GAAP Measures. This document contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). In general, the measures exclude items and charges that (i) management does not believe reflect Accendra Health, Inc.’s (“Accendra Health” or the “Company”) core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company’s performance, evaluate the balance sheet, engage in financial and operational planning and determine incentive compensation. Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on its financial and operating results and in comparing the Company’s performance to that of its competitors. However, the non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The non-GAAP financial measures disclosed by the Company should not be considered substitutes for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated. A description of these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent financial measures are included in the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2026 and in Appendix B to this Proxy Statement as notated throughout.

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Notice of 2026 Annual Meeting of Shareholders

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TO THE SHAREHOLDERS OF ACCENDRA HEALTH, INC:

The Annual Meeting of Shareholders of Accendra Health, Inc. will be held virtually, via the internet, on Thursday, May 14, 2026, at 9:00 a.m. Eastern Time. The purposes of the meeting are listed below:

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Shareholders will also transact such other business as may properly be brought before the Annual Meeting.

Attending the Meeting: You will be able to attend the virtual Annual Meeting online, listen to the meeting live, submit questions, and vote your shares electronically during the meeting. To be admitted to the Annual Meeting at https://meetnow.global/M9CXXJJ you must enter the control number found on your Notice Regarding the Availability of Proxy Materials, voting instructions form, or proxy card. We encourage you to access the meeting in advance of the designated start time. For additional information on attending the meeting, please see “Information about the Annual Meeting” on page 76 of this Proxy Statement.

2025 Annual Report: A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) accompanies this Proxy Statement.

This Notice, the Proxy Statement, the proxy card, and the 2025 Annual Report are being made available or mailed to shareholders on or about April 2, 2026.

By Order of the Board of Directors of Accendra Health, Inc.,

Heath H. Galloway

Executive Vice President, General Counsel & Corporate Secretary

April 2, 2026

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Proxy Statement Summary

This summary highlights information about Accendra Health, Inc. (the “Company”, “Accendra Health”, “we”, “us”, “our”, etc.) and selected information contained in this Proxy Statement in connection with Accendra Health’s 2026 Annual Meeting of Shareholders (the “Annual Meeting” or the “meeting”). This summary does not contain all the information that you should consider in voting your shares, and you should carefully read the entire Proxy Statement before voting.

About Accendra Health

Accendra Health, Inc. (f/k/a Owens & Minor, Inc.) and subsidiaries is a leading nationwide provider of products, technology, and services that supports health beyond the hospital for millions of people each year. We connect patients, providers, and insurers, delivering innovative solutions that help promote better health outcomes and improve quality of life for people living with chronic, complex, and acute health conditions. Together, our leading and trusted brands, Apria and Byram Healthcare, bring nearly 90 years of combined experience in promoting health beyond the hospital in communities across the country.

Our Product Offering and Services

We provide delivery of products, including disposable medical supplies sold directly to patients and home health agencies and are a leading provider of integrated home healthcare equipment and related services in the U.S. We offer a comprehensive range of products and services for in-home care and delivery across diabetes treatment, home respiratory therapy (including home oxygen and non-invasive ventilation services), and obstructive sleep apnea treatment (including continuous positive airway pressure (CPAP) and bi-level positive airway pressure devices, and patient support services). Additionally, we supply a wide range of other home medical equipment, patient care product lines including ostomy, wound care (including negative pressure wound therapy), urology, incontinence and other products and services to help improve the quality of life for patients with home care needs.

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Director Nominees

You are being asked to vote on the following six nominees for director. All directors are elected annually by a majority of the votes cast. More information about each director can be found under “Proposal 1: Election of Directors” beginning on page 16.

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Audit = Audit Committee Exec = Executive Committee Gov & Nom = Governance & Nominating Committee

OP&C = Our People & Culture Committee

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¹     Committee membership is as of April 2, 2026 which will be updated following the Annual Meeting.

Director Nominee Group Information

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Our Corporate Governance Highlights

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Corporate Responsibility

Accendra Health recognizes the important role we play in building a more sustainable healthcare supply chain. Our sustainability activities focus on ensuring that our company and facilities operate effectively, responsibly, and sustainably. We are also firmly committed to conducting business in compliance with applicable environmental laws and regulations. We believe that acting in an environmentally responsible way throughout our operations benefits our businesses and the communities we serve.

Accendra Health continues to advance environmental stewardship across our operations, including efforts to reduce waste, lower our carbon footprint, and expand renewable energy usage. We are enhancing the accuracy and scope of our emissions data and identifying priority areas for emissions-reduction initiatives across our distribution network.

Our transportation team remains focused on improving fleet efficiency and collaborating with logistics partners to identify the most fuel-efficient routing options. We continue to prioritize lower-emission transportation modes when practicable and invest in equipment upgrades that reduce carbon output.

In 2025, we deployed 24 new electric vehicles, expanding our low-emission fleet and supporting our commitment to sustainable operations. These vehicles enhance delivery reliability for essential medical supplies while reducing emissions. To support this transition, additional charging infrastructure is being installed across key operating sites. Our idle-time reduction program, launched as a pilot in prior years, has now been fully integrated into fleet operations, contributing to measurable reductions in fuel consumption and carbon output, which benefits both our business and the environment in which we live and work.

Accendra Health remains committed to evaluating freight strategies, optimizing transportation modes, refining delivery routes, and upgrading equipment to advance our climate-risk mitigation objectives while serving the needs of our business. Indeed, these efforts not only reduce our environmental footprint but also strengthen operational performance and resilience across the organization.

Supporting Our Communities

We invest in the communities where we live and work through charitable contributions from the Accendra Health Foundation (the “Foundation”) and by supporting our employees’ volunteerism. In 2025, the Foundation focused on impactful investments to charitable and civic organizations in the communities we served in three primary areas: Healthcare; Environment, with particular attention to the stewardship of waterways; and Community. Since its inception, the Foundation has contributed more than $3 million to organizations supporting these focus areas.

In 2021, the Foundation selected Ronald McDonald House Charities^® (“RMHC”) as its flagship charity partner, donating Halyard^® products and contributing more than $1.5 million for multi-year support of RMHC programming that directly improves the health and well-being of children and their families. This partnership continued through 2025, and in the last year alone, Accendra Health employees across the world volunteered over 200 hours to support over 500 RMHC families in the communities they call home.

Also in 2025, the Foundation continued our collaboration with our Veterans Teammate Resource Group to again partner with Hope for the Warriors^® to help support active U.S. servicemembers, veterans, and military families, as well as to provide ongoing engagement opportunities for Accendra Health teammates. The Foundation’s contributions have supported hundreds of veterans within its critical needs and peer-to-peer support program, to address pressing challenges faced by veterans and their families, particularly in housing stability, which continues to be one of the most urgent needs.

Finally, the Foundation continued its commitment to environmental charities with contributions to our partners The James River Association and the Chesapeake Bay Foundation, Inc. to increase access, education and conservation of waterways. In summary, these and other contributions continue Accendra Health’s longstanding legacy of service to our teammates, customers, and the communities to which we belong.

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Shareholder Engagement

Our Board and our leadership value our shareholders’ perspectives. Shareholder engagement is an integral part of the Company’s strategy. To help ensure that we understand and focus on the priorities that matter most to our shareholders, our Board and senior management proactively conduct investor outreach throughout the year.

We engage with shareholders through various outreach initiatives, including:

In addition to discussing business results and initiatives, strategy, and capital structure, we engage with investors on various other matters essential to our business and the Company, such as regulatory and legislative environment, governance practices, succession, risk management, corporate responsibility, and community engagement. Our senior executives regularly share with our Board the feedback received from our shareholders.

Specific Ways We Engaged with Shareholders in 2025

We actively engaged with shareholders throughout 2025 and consistently discussed the Company’s strategic vision, operating and growth strategy, and financial targets.

Management’s engagement with shareholders and other members of the investment community included individual meetings that occurred at industry and investor conferences and at the Company’s office. In addition to these meetings, there are dozens of telephonic discussions with current shareholders, prospective investors, debtholders, and sell-side analysts. These critical constituencies also attend our quarterly earnings presentations. During 2025, we participated in three industry or investor conferences. Through all of these various types of interactions, management engaged more than 75 individual firms representing the ownership of over one-fifth of our shares.

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Our Executive Compensation Highlights

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Compensation Components

We base a significant portion of compensation on the achievement of objective financial measures to create a strong link between pay and performance. We have no specific policies on the percentage of total compensation that should be “performance-based,” but consider this relationship in determining the overall balance and reasonableness of the executives’ total direct compensation packages. In 2025, our President & CEO’s total target compensation was 90% performance-based and 10% fixed, and our other named executive officers’ (“NEOs”) total target compensation was 80% performance-based and 20% fixed.

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We believe our proportionate mix of compensation opportunities is appropriate in that we provide a greater relative percentage of incentive-based compensation tied to financial performance and long-term objectives to the

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President & CEO versus other NEOs because the President & CEO is able to more directly impact financial results and create long-term shareholder value.

Compensation Factors and Governance

The Our People & Culture Committee (“OP&C Committee”) applies several corporate governance features related to executive compensation, which are summarized below. We believe that these mechanisms help to ensure the alignment of executive and shareholder interests.

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Corporate Governance

General. The Company is managed under the direction of the Board of Directors (the “Board”), which has adopted Corporate Governance Guidelines to set forth certain corporate governance practices applicable to the Board. Each year, we review our corporate governance policies and practices relative to applicable laws, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002, and rules and regulations promulgated thereunder or adopted by the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”), the exchange on which our common stock, $2.00 par value (the “Common Stock”) is listed, as well as the policies and practices recommended by groups and authorities active in corporate governance.

Corporate Governance Materials. The Company’s Bylaws, Corporate Governance Guidelines, Code of Honor, and the charters of the Audit Committee, the Governance & Nominating Committee, and the OP&C Committee are available on our website at http://www.accendrahealth.com under “Governance” in the “Investor” tab. The information available on, or that can be accessed through, our website is not a part of, or incorporated by reference into, this Proxy Statement.

Code of Honor. The Board has adopted a Code of Honor that is applicable to all teammates of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer, as well as the members of the Board. We would post any amendments to or waivers from our Code of Honor (to the extent applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer, any other executive officer, or any director) on our website http://www.accendrahealth.com under “Governance” in the “Investor” tab.

Director Independence. The Board has determined that the following Board members and/or nominees are “independent” within the meaning of the NYSE listing standards and the Company’s Corporate Governance Guidelines: Mark A. Beck, Gwendolyn M. Bingham, Kenneth Gardner-Smith, Robert J. Henkel, Rita F. Johnson-Mills, Stephen W. Klemash, Teresa L. Kline, and Carissa L. Rollins. To assist it in making determinations of independence, the Board has adopted categorical standards which are included in the Company’s Corporate Governance Guidelines available on our website at http://www.accendrahealth.com under “Governance” in the “Investor” tab. The Board has determined that all directors and/or nominees identified as independent in this Proxy Statement meet these standards.

Structure and Leadership of the Board. The Board does not have a firm policy with respect to the separation of the offices of Chair of the Board and the Chief Executive Officer. Instead, the Board believes that it is in the best interests of the Company for the Board to make this determination from time to time taking into account many factors including the make-up of the Board, the performance of the business, the tenure of the Chief Executive Officer, or as part of the succession planning process when it selects a new Chief Executive Officer or when a Chair ceases his or her service on the Board. The Board believes that the separation of the Chair and Chief Executive Officer roles currently serves the best interests of the Company by allowing a non-executive, independent director to lead the Board while our current Chief Executive Officer focuses on the Company’s performance, day-to-day operations, customer service, teammate engagement, Company culture, leadership, and the implementation of strategic initiatives.

Our Corporate Governance Guidelines also provide for the annual election of a lead independent director by our non-management directors if the Chair is not independent. The lead independent director primarily presides at Board meetings in the absence of the Chair, presides at meetings of the independent directors, serves as the principal liaison between the independent directors and the Chair and Chief Executive Officer, and advises the Chair with respect to agendas and information requirements relating to the Board and committee meetings. The Board believes that the lead independent director, when the Chair is not independent, enhances communications between Board members (including the Chair) and committees as well as the overall functioning of the Board’s leadership.

Majority Vote Requirement for Election of Directors. The Company’s Bylaws and Corporate Governance Guidelines provide for the election of directors by majority vote in uncontested elections. Under the Company’s Corporate Governance Guidelines, with respect to director nominations, the Board will only nominate those incumbent directors who submit irrevocable resignations effective upon the failure of such director nominee to receive the required vote for re-election and the Board’s acceptance of such resignation. In the event an incumbent director fails to receive a majority of the votes cast, the Governance & Nominating Committee (or such other committee designated

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by the Board) will make a recommendation to the Board as to whether to accept or reject the resignation. The Board must act on the resignation, considering the Governance & Nominating Committee’s recommendation, and publicly disclose its decision regarding the resignation, including, if applicable, its rationale for rejecting a resignation, in a press release and an appropriate disclosure with the SEC within 90 days following certification of the election results. The Governance & Nominating Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant.

Annual Performance Evaluation. The Board conducts an annual self-evaluation (for the full Board and for each of its committees) to determine whether it and its committees are functioning effectively. The Governance & Nominating Committee receives comments from all directors and reports annually to the Board with an assessment of the Board’s performance. The assessment examines the Board’s contribution to the Company and specifically focuses on areas in which the Board or management believes that the Board can improve.

Board Composition. Consistent with the Company’s Corporate Governance Guidelines, the Governance & Nominating Committee seeks to select directors who reflect a diverse set of skills, technical expertise, educational and professional backgrounds, industry experiences, and public service. The Governance & Nominating Committee and the Board believe that it is important to consider all factors of a potential candidate’s background to identify the best director nominees and doing so is consistent with the Board’s goal of creating a Board that best serves the needs of the Company and the interests of its shareholders. The table on page 16 sets forth the experience, skills, demographics, and tenure of our director nominees.

The Board’s Role in Risk Oversight. The Board currently administers its risk oversight function through the full Board and not through a separate risk committee of the Board. However, each of the Audit Committee, the OP&C Committee, and the Governance & Nominating Committee oversees the specific financial, compensation, and governance risks, respectively, relating to its functions and responsibilities and reports on these matters to the full Board. The Board performs its risk oversight function through regular reporting by the Board committees as well as the officers and management-level personnel who supervise the day-to-day risk management activities of the Company, including an enterprise risk steering committee that is composed of senior leaders of the Company and is a component of the Company’s enterprise risk management (“ERM”) program.

Cybersecurity Risks. The Board recognizes the importance of oversight of cybersecurity and information security risks and at least annually receives a comprehensive presentation and report from management on the state of the Company’s cybersecurity program and systems protection. The presentation and report address topics and updates on all layers of cybersecurity, technology, applications, threat environment, and processes to prevent, detect, and respond to threats. Cybersecurity and information security monitoring, mitigation, and threat assessment are also part of the Company’s ERM program. Additionally, the Audit Committee monitors our information security programs and receives updates from management quarterly, or more frequently as determined appropriate, on the cybersecurity program and matters related to cybersecurity incidents, as well as one-on-one discussions with the head of the Company’s information technology function and Chief Information Security Officer.

We model our cybersecurity program to align with practices and standards referenced within the National Institute of Standards and Technology cybersecurity framework. Our information security program includes, but is not limited to:

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Additional information related to our cybersecurity program is contained in the Company’s 2025 Annual Report.

Environmental, Social, and Governance. The Governance & Nominating Committee reviews and has oversight of the Company’s ESG programs and practices. The Governance & Nominating Committee and full Board regularly receive reports on the progress of our ESG programs.

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Governance & Nominating Committee Report

The Governance & Nominating Committee is composed of three directors, all of whom the Board has determined are independent. The Governance & Nominating Committee met four times during 2025. In performing the various duties and responsibilities outlined in its charter, the Governance & Nominating Committee, among other things, received regular reports on the Company’s ESG programs; conducted the annual review of its charter and the Corporate Governance Guidelines; reviewed and assessed the Company’s director compensation program relative to comparable peer companies, including appropriate compensation for the non-executive Chair of the Board; led the annual Board and committee assessment process; and reviewed director education for the full Board. Also during 2025, the Governance & Nominating Committee discussed the size and composition of the Board; considered director skills and qualification criteria to support current and long-term business needs as the Company transitions to a pure-play home-based care company; and reviewed the composition and structure of the Board committees. The Governance & Nominating Committee, along with the full Board, devoted time to enterprise leadership development and succession planning, including the review and approval of updates to the CEO emergency replacement plan; and, in conjunction with the OP&C Committee, reviewed the performance of the Chief Executive Officer.

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Board Meetings

The Board held 21 meetings during 2025, which included regular meetings and special meetings to provide oversight related to, among other things, the Company’s strategic planning, the formerly planned acquisition of Rotech Healthcare Holdings, Inc., the divestiture of the Company’s Products & Healthcare Services (“P&HS”) business, certain executive management changes, and navigating macro-economic conditions during 2025. All directors attended at least 75% of the meetings of the Board and committees on which they served. Our directors attend our Annual Meeting of Shareholders unless there is a compelling reason why they cannot attend. All our directors attended our 2025 Annual Meeting of Shareholders.

Committees of the Board

The Board currently has the following committees, which the Board established to assist it with its responsibilities:

Audit Committee. The Audit Committee oversees:

The Audit Committee has sole authority to appoint, retain, compensate, evaluate, and terminate the Company’s independent registered public accounting firm. The Board has determined that Committee Chair, Stephen Klemash, is an “audit committee financial expert,” as defined by SEC regulations, and that each member of the Audit Committee is financially literate under NYSE listing standards. All members of the Audit Committee are independent as such term is defined under the enhanced independence standards for audit committees in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder as incorporated into the NYSE listing standards and under the Company’s Corporate Governance Guidelines. The Audit Committee met eight times during 2025.

Our People & Culture Committee. The OP&C Committee:

All members of the OP&C Committee are independent within the meaning of the enhanced NYSE listing standards and the Company’s Corporate Governance Guidelines and are “non-employee directors” as defined in Rule 16b-3 under the Exchange Act. The OP&C Committee met seven times during 2025.

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Governance & Nominating Committee. The Governance & Nominating Committee:

All members of the Governance & Nominating Committee are independent within the meaning of the NYSE listing standards and the Company’s Corporate Governance Guidelines. The Governance & Nominating Committee met four times during 2025.

Executive Committee. Exercises limited powers of the Board when the Board is not in session. The Executive Committee did not meet during 2025.

Board Committee Membership

The Board, upon recommendation from the Governance & Nominating Committee, reviews and determines the composition of the Committees, appoints the Committee Chairs, and considers periodic rotation of committee members and chairs, taking into account the benefits of continuity and depth of experience, professional background, and experience with understanding different aspects of our business.

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C Chair    · Member    * Non-Independent Director    ** Financial Expert

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Director Compensation

The Governance & Nominating Committee reviews director compensation annually and is responsible for recommending to the Board any changes in director compensation. The Board makes the final determination with respect to director compensation. The Governance & Nominating Committee has the authority under its charter to retain outside consultants or advisors to assist it in gathering information and making decisions.

The Company uses a combination of cash and equity compensation to attract and retain qualified candidates to serve on its Board. In setting director compensation, the Company considers the time commitment that directors must make in performing their duties, the level of skills required by the Company of its Board members and the market competitiveness of its director compensation levels. Additionally, from time to time, the Company performs a market review considering other leading companies of similar size to the Company and the Company’s peer group under the supervision of the Governance & Nominating Committee, and in consultation with the Company’s independent compensation consultant, to assess the compensation arrangements for the independent directors of the Company. The table below sets forth the schedule of fees paid to non-employee directors for their annual retainer and service in various capacities on Board committees and in Board leadership roles. Employee directors do not receive any additional compensation for serving on the Board or any of its committees.

Schedule of Director Fees⁽¹⁾

Directors may defer the receipt of all or part of their director fees under the Directors’ Deferred Compensation Plan. Amounts deferred are “invested” in bookkeeping accounts that measure earnings and losses based on the performance of a particular investment. Directors may elect to defer their fees into the following two subaccounts: (i) an account based upon the price of the Common Stock and (ii) an account based upon the current interest rate of the Company’s fixed income fund in its Retirement and Savings Plan (the “401(k) Plan”). Subject to certain restrictions, a director may take cash distributions from a deferred fee account either prior to or following the termination of his or her service as a director.

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2025 Director Compensation Table

The table below summarizes the actual compensation paid by the Company to non-employee directors who served during the year ended December 31, 2025. Mr. Pesicka’s compensation is shown in the table entitled “2025 Summary Compensation Table”.

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Stock Ownership Guidelines for Directors

Our Board believes that stock ownership guidelines align the interests of our Board with those of our shareholders. Our directors are expected to attain a level of equity ownership of our Common Stock in an amount having a value of at least four times the director’s annual cash retainer within five years of being elected to our Board. Currently, the annual cash retainer is $125,000, and the equity ownership guideline value is $500,000. Directors may not sell equity in the Company any time his or her ownership is below the specified value. The Board has discretion to temporarily suspend enforcement of the ownership requirement during periods where the Company’s Common Stock price has declined for an extended period of time, until the stock price stabilizes.

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Director Nominating Process

Director Candidate Recommendations and Nominations by Shareholders. The Governance & Nominating Committee charter provides that the Governance & Nominating Committee will consider director candidate recommendations by shareholders. Shareholders should submit any such recommendations to the Governance & Nominating Committee through the method described under “Communications with the Board” below. In addition, our Bylaws provide that any shareholder of record entitled to vote for the election of directors at the applicable meeting of shareholders may nominate directors by complying with the procedures and requirements set forth in the Bylaws. For more information, see “Shareholder Proposals” on page 80 of this Proxy Statement.

Process for Identifying and Evaluating Director Candidates. The Governance & Nominating Committee evaluates all director candidates in accordance with the director qualification standards and the criteria described in our Corporate Governance Guidelines. These guidelines require the Governance & Nominating Committee on an annual basis to review and evaluate the requisite skills and characteristics of individual Board members and nominees as well as the composition of the Board as a whole. This assessment includes whether the member or candidate is independent and includes consideration of background, age, skills, and experience in the context of the Board’s needs. The goal of the Governance & Nominating Committee is to have a Board whose membership reflects a mix of diverse skill sets, technical expertise, educational and professional backgrounds, industry experiences, and public service, as well as well as diverse perspectives. The Governance & Nominating Committee reviews its annual assessment with the Board each year and, as new member candidates are sought, attempts to maintain and enhance the level of diverse backgrounds and viewpoints of directors composing the Board. As part of the Board’s annual self-assessment process, the Board evaluates the effectiveness of its overall composition and structure, as well as its performance and functioning.

There are no differences in the way the Governance & Nominating Committee evaluates director candidates based on whether the candidate is recommended by a shareholder or was identified by other means. The Governance & Nominating Committee did not receive any nominations from shareholders for the Annual Meeting.

Our Bylaws provide that no director nominee can stand for election if, at the time of appointment or election, the nominee is over the age of 72; however, under exceptional circumstances, the Board may waive on a temporary basis the director age limitations to allow a director to be appointed, elected, and serve past age 72.

Communications with the Board of Directors

The Board has approved a process for shareholders and other interested parties to send communications to the Board. Shareholders and other interested parties can send written communications to the Board, any committee of the Board, non-management directors as a group, the Chair, the lead director, or any other individual director by one of the following means: (1) postal mail to 4435 Waterfront Drive, Suite 300, Glen Allen, VA 23060, or (2) on our website at www.accendrahealth.com under “Governance” in the “Investors” tab. The Company will receive the communications and process them before forwarding them to the addressee. The Company may also refer communications to other departments within the Company. The Company generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

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Proposal 1: Election of Directors

Six directors have been nominated for election to the Board for a one-year term expiring at the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”) or until their respective successors are elected. Each nominee has agreed to serve if elected and qualified. If any nominee is not able to serve, the Board may designate a substitute or reduce the number of directors serving on the Board. Proxies will be voted for the nominees shown below (or if not able to serve, such substitutes as may be designated by the Board). The Board has no reason to believe that any of the nominees will be unable to serve.

Following the divestiture of the Company’s P&HS business at the end of 2025, the Board conducted an assessment of its size and composition to determine whether adjustments were appropriate in light of the smaller size and scope of the Company. The Board ultimately determined that the Company would be better served by a smaller, more nimble Board and reduced the number of directors to six.

Our Bylaws currently provide that the number of directors constituting the Board shall from time to time be set by resolution adopted by the affirmative vote of a majority of the directors in office. In accordance with the Bylaws, the Board has approved that the Board would consist of six directors. The Governance & Nominating Committee has recommended to the Board, and the Board has approved, six persons as nominees for election to the Board. Proxies cannot be voted for a greater number of directors than the number of nominees named.

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Board Composition and Qualifications

We believe that our Board has a breadth of skills and experience that promotes effective oversight of our business strategies. Our Board periodically reviews its composition with a view to maintaining an appropriate mix of attributes as our business evolves.

Information on each nominee, including the particular experience, qualifications, attributes, and/or skills that led the Board to conclude that he or she should serve as a director of the Company, is set forth below in the following table and in nominee specific disclosures.

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Nominees for Election

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Proposal 2: Ratification of Independent Registered Public Accounting Firm

The Audit Committee (with confirmation of the Board) has selected KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and has directed that management submit such appointment of KPMG LLP for ratification by the shareholders at the Annual Meeting. Representatives of KPMG LLP will be present at the Annual Meeting to answer questions and to make a statement if they desire to do so.

Under the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder, the Audit Committee is solely responsible for the appointment, compensation, and oversight of the work of the Company’s independent registered public accounting firm. Shareholder ratification of this appointment is not required by the Company’s Bylaws or otherwise. If shareholders fail to ratify the appointment, the Audit Committee will take such failure into consideration in future years. If shareholders ratify the appointment, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the best interests of the Company.

Prior to selecting KPMG LLP for fiscal 2026, the Audit Committee evaluated KPMG LLP’s performance with respect to fiscal 2025. In conducting this annual evaluation, the Audit Committee considered management’s assessment of KPMG LLP’s performance in areas such as (i) independence, (ii) the quality and the efficiency of the services provided, including audit planning and coordination, (iii) industry knowledge, and (iv) the quality of communications, including KPMG LLP staff accessibility and keeping management and the Committee apprised of issues. The Audit Committee also considered KPMG LLP’s tenure, the impact on the Company of changing auditors, and the reasonableness of KPMG LLP’s rates. The Audit Committee is responsible for the audit fee negotiations associated with the retention of KPMG LLP. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered accounting firm. Further, in conjunction with the rotation of the auditing firm’s lead engagement partner every five years, the Audit Committee and its chair will continue to be directly involved in the selection of KPMG LLP’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as our independent external auditor is in the best interests of Accendra Health and our shareholders.

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Fees Paid to Independent Registered Public Accounting Firm

For each of the years ended December 31, 2025 and 2024, KPMG LLP billed the Company the fees set forth below in connection with professional services rendered by that firm to the Company:

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The Audit Committee has established policies and procedures for the pre-approval of audit services and permitted non-audit services to ensure the services do not impair the auditor’s independence. The Audit Committee will pre-approve on an annual basis the annual audit services engagement terms and estimated fees and will also pre-approve certain audit-related services that may be performed by the independent auditors up to the estimated pre-approved fee levels, as well as permissible tax planning and compliance services. The Audit Committee may delegate pre-approval authority to one or more of its members, but any pre-approval decision by such member or members must be presented to the full Audit Committee at its next scheduled meeting. All services provided by, and fees paid to, KPMG LLP in 2025 were pre-approved by the Audit Committee in accordance with the pre-approval policies, and there were no instances of approval requirements or guidelines being waived during this period.

Audit Committee Report

The Audit Committee was composed of three directors in 2025 each of whom is independent under Rule 10A-3 of the Exchange Act, the rules thereunder, and the listing standards of the NYSE and under the Company’s Corporate Governance Guidelines, and one of whom has been determined by the Board to be an audit committee financial expert as defined by SEC regulations. The Audit Committee met eight times during 2025. The Audit Committee operates under a written charter adopted by the Board, which the Audit Committee reviews at least annually and revises as necessary to ensure compliance with current regulatory requirements, industry changes, and governance best practices.

As its charter reflects, the Audit Committee has a broad array of duties and responsibilities and assists the Board in fulfilling its oversight responsibility related to the preparation of financial statements; compliance with legal and regulatory requirements; the Company’s independent registered public accounting firm, including its qualifications, performance and independence; the Company’s internal audit function, treasury and finance matters; the Company’s enterprise risk management; and the Company’s data protection and cybersecurity risks.

With respect to financial reporting and the financial reporting process, the Company’s management, the Company’s independent registered public accounting firm, and the Audit Committee have the respective responsibilities set forth below.

Management is responsible for:

The Company’s independent registered public accounting firm is responsible for:

The Audit Committee is responsible for:

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In this context, the Audit Committee has met and held discussions with management and KPMG LLP, the Company’s independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements for the year ended December 31, 2025, were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed these consolidated financial statements with management and KPMG LLP, including the scope of the independent registered public accounting firm’s responsibilities, critical accounting policies and practices used, and significant financial reporting issues and judgments made in connection with the preparation of such financial statements, and considered the quality, not just the acceptability, of the Company’s accounting principles and financial disclosures.

The Audit Committee has discussed with KPMG LLP the matters required to be discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 1301 (Communications with Audit Committees). The Audit Committee has also received the written disclosures and communications from KPMG LLP required by the PCAOB regarding the independence of that firm and has discussed with KPMG LLP the firm’s independence from the Company.

In addition, the Audit Committee has discussed with management its assessment of the effectiveness of internal control over financial reporting and has discussed with KPMG LLP its opinion as to the effectiveness of the Company’s internal control over financial reporting.

Based upon its discussions with management and KPMG LLP and its review of the representations of management and the report of KPMG LLP to the Audit Committee, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

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Executive Compensation

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy and programs, the role of our OP&C Committee and its independent consultant, the compensation decisions made by the OP&C Committee under these programs, and the considerations that went into our decisions as a result of the Company’s operational and financial performance in 2025, all as they relate to our NEOs.

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2025 CD&A At-a-Glance

The following section identifies our NEOs for 2025, highlights our performance for the year, and discusses considerations in the resulting compensation approved by the OP&C Committee. We believe the OP&C Committee’s actions in 2025 and outcomes of the 2025 incentive programs were in-line with the Company’s compensation philosophy. Further, we believe the 2025 pay results illustrate and emphasize the strong link between executive pay and the actual results of our Company.

2025 Named Executive Officers

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Compensation Components

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We base a significant portion of compensation on the achievement of objective financial measures to create a strong link between pay and performance. We have no specific policies on the percentage of total compensation that should be “performance-based,” but consider this relationship in determining the overall balance and reasonableness of the executives’ total direct compensation packages. In 2025, our President & CEO’s total target compensation was 90% performance-based and 10% fixed, and our other NEOs’ total target compensation was 80% performance-based and 20% fixed.

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Because the successful operation of our business requires near-term execution and a long-term approach, our executive compensation program is designed to enhance both short- and long-term performance. We consider the relationship of short-term to long-term compensation in determining the overall balance and reasonableness of our executives’ total direct compensation packages. We believe that short-term compensation is a necessary complement to long-term compensation to provide remuneration for the attainment of near-term goals that ultimately lead to the achievement of our long-term objectives and strategic initiatives. In 2025, our President & CEO’s total target compensation consisted of 75% long-term and 25% short-term compensation, and our other NEOs’ total target compensation consisted of 63% long-term and 37% short-term compensation.

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We believe our proportionate mix of compensation opportunities is appropriate in that we provide a slightly greater relative percentage of incentive-based compensation tied to financial performance and long-term objectives to the President & CEO versus other NEOs because the President & CEO is able to more directly impact financial results and create long-term shareholder value.

Performance Goals and Results

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Summary of Our 2025 Decisions

The OP&C Committee makes decisions regarding NEO total compensation (base salary, annual bonus objectives and payments, and annual equity grants) in connection with our annual performance review process. The table below summarizes the OP&C Committee’s considerations and their decisions for 2025.

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Aligning Pay with Performance

In 2025, our executive compensation structure consisted of three primary components: base salary, annual cash incentives, and long-term incentives. We emphasize variable pay rather than fixed pay, with target opportunities based on market practices and payments based on performance. Further, the structure of our executive compensation program ensures that as an executive’s scope of responsibility increases, a greater portion of his or her compensation comes from performance-based pay. For 2025, the performance-based components of our executive compensation program were designed as follows:

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In 2026, the OP&C Committee approved changes to the long-term incentive program design to better align our executives to our strategy, to reflect the evolution of the Company with the divestiture of the P&HS business, drive value creation, and to responsibly manage our annual share usage. Our executives’ 2026 long-term incentive awards are more heavily weighted towards performance-based awards. Our CEO’s award is 100% performance-based (evenly split between stock-settled PSUs and cash-settled PSUs), while 75% of the mix for our other NEOs is performance-based (50% stock-settled PSUs and 25% cash-settled PSUs) and 25% is time-based RSUs. To further manage the Company’s share usage, a share price floor of $5.29 (200-day moving average as of February 1, 2026) was used to determine the target number of shares granted to recognize the Company’s low share price as of the March 2026 grant date.

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Compensation Factors and Governance

The OP&C Committee applies several corporate governance features related to executive compensation, which are summarized below. We believe that these mechanisms help to ensure the alignment of executive and shareholder interests.

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The OP&C Committee also considers several factors in designing and implementing compensation programs and setting pay for executives, which are outlined in detail below.

Market Compensation Survey Data. In addition to peer data, the OP&C Committee also considers broader survey data with a focus on executives within healthcare and distribution industries in benchmarking and setting compensation.

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Executive Summary Compensation Statements. To review total compensation levels for executive officers, the OP&C Committee reviews executive summary compensation statements that quantify each element of direct compensation provided to individual executives and the portion of the executive’s total compensation represented by each element of compensation.

Total Program Cost. We consider the cost (including aggregate share usage and dilution) of the various components of our compensation program in evaluating the overall balance and reasonableness of our executives’ total direct compensation packages.

Risk Considerations. In setting executive compensation, the OP&C Committee structures the various components of our program to promote the achievement of our business goals without encouraging the taking of unnecessary risks. We believe that several elements of our program mitigate risks associated with performance-based compensation, including the following:

Shareholder Input on Executive Compensation

In evaluating the design of our executive compensation and the compensation decisions for each of our NEOs, the OP&C Committee considers shareholder input, including the advisory “say-on-pay” vote at our Annual Meeting.

In 2025, approximately 95% of the votes cast approved the compensation for our NEOs. We believe that this support resulted largely from the improvements that we have made and continue to make to our executive compensation programs.

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Role of the OP&C Committee

The OP&C Committee establishes, approves, and administers the Company’s executive compensation programs. This process ensures that performance metrics are consistent with the financial, operational, and strategic goals set by the Board. The following table provides the steps the OP&C Committee follows to ensure the total compensation for our NEOs is competitive, appropriately tied to performance, and does not promote undue risk taking.

Role of the Independent Compensation Consultant

The OP&C Committee has the authority under its charter to retain independent consultants to assist it in making decisions regarding compensation. In 2025, the OP&C Committee engaged Willis Towers Watson (“WTW”) as its independent compensation consultant until May 20, 2025. The OP&C Committee also engaged Farient Advisors specifically to advise on the structure of the Company’s performance-based equity program. On May 21, 2025, the OP&C Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent consultants to, among other things:

Our consultants report directly to the OP&C Committee, and, aside from their work with the OP&C Committee and Governance & Nominating Committee, perform no other work for the Company. The OP&C Committee has analyzed whether the work of our consultants raised any conflict of interest and has concluded that the work of our advisors, including the individuals employed by our advisors who provide consulting services to the OP&C Committee, have not created, nor are they encumbered by, any conflict of interest.

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Risk Assessment in Compensation Programs

In December 2025, the OP&C Committee requested its consultant, FW Cook, to conduct a risk assessment of our compensation policies and practices. Based on this review, FW Cook determined that the Company’s compensation programs promote and reward prudent business judgment without encouraging undue risk. The risk assessment included a global inventory of incentive plans and programs and considered factors such as plan eligibility, the variety of plan metrics, threshold and maximum payments, and the mix of short- and long-term compensation. Based on the review, the OP&C Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Role of the Executive Compensation Peer Group

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The 14 peer companies we used to inform 2025 compensation decisions are outlined below.

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Following the divestiture of the P&HS Business, the Company reassessed its peer group companies to evaluate whether changes were appropriate to account for the Company’s change in size, scope, and business model. The 16 peer companies that will be used to inform 2026 compensation decisions are outlined below.

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