UNITED STATES
SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549

SCHEDULE 14A​

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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Quipt Home Medical Corp.​

(Name of Registrant as Specified in Its Charter)​

 

(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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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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QUIPT HOME MEDICAL CORP.​

1019 Town Drive
Wilder, Kentucky 41076

January 23, 2026​

Dear Shareholder:

On December 14, 2025, Quipt Home Medical Corp., a corporation existing under the laws of British Columbia (“Quipt” or the “Company”), entered into an arrangement agreement (the “Arrangement Agreement”) with 1567208 B.C. Ltd., a company incorporated under the Laws of British Columbia (the “Purchaser”), and REM Aggregator, LLC, a Delaware limited liability company (“Parent”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Quipt Shares”), pursuant to a plan of arrangement (the “Arrangement”) to be approved by the Supreme Court of British Columbia in accordance with Section 291 of the Business Corporations Act (British Columbia). If the Arrangement is completed, you will be entitled to receive US$3.65 in cash (less any applicable withholding taxes) for each Quipt Share that you own (the “Consideration”).

A special meeting of Quipt shareholders (the “Quipt Meeting”) will be held on March 3, 2026, at 10:00 a.m. (ET), to vote on a special resolution of the holders of the Quipt Shares (collectively, the “Quipt Shareholders”) in favor of the Arrangement (the “Arrangement Resolution”) described in the enclosed management information circular and proxy statement (the “Proxy Statement”). The Quipt Meeting will be held at Hampton Inn & Suites — Sarasota Bradenton Airport, 975 University Pkwy., Sarasota, Florida 34243. Notice of the Quipt Meeting and the related Proxy Statement are enclosed. The Proxy Statement is dated January 23, 2026, and is first being mailed to Quipt Shareholders on or about February 4, 2026.

The accompanying Proxy Statement gives you detailed information about the Quipt Meeting and the Arrangement and includes the plan of arrangement as Annex B. A copy of the Arrangement Agreement has been filed under Quipt’s profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. A copy of the Arrangement Agreement will also be available for inspection at the offices of DLA Piper (Canada) LLP, Suite 2700, 1133 Melville Street Vancouver, BC V6E 4E5 Canada during statutory business hours. The receipt of cash in exchange for Quipt Shares in accordance with the Arrangement will constitute a taxable transaction to U.S. Persons for U.S. federal income tax purposes and to Canadian Persons for Canadian federal income tax purposes. We encourage you to read the Proxy Statement and the Arrangement Agreement carefully.

Quipt’s board of directors (the “Board”) unanimously, after receiving the recommendation of the Board’s strategic transactions committee (1) determined that the Arrangement is in the best interests of Quipt, (2) determined that the Consideration to be received by Quipt Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Quipt Shareholders, (3) resolved to recommend that Quipt Shareholders vote in favor of the Arrangement Resolution (the “Quipt Board Recommendation”), and (4) approved the execution, delivery and performance of the Arrangement Agreement and the consummation of the transactions contemplated thereby. In considering the recommendation of the Board, Quipt Shareholders should be aware that the Company’s Executive Officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Arrangement that may be different from, or in addition to, those of the other shareholders of the Company. See the section entitled “Interests of the Company’s Directors and Executive Officers in the Arrangement” appearing elsewhere in this Proxy Statement.

 

Your vote is very important.   The Arrangement must be approved by the affirmative vote of not less than (i) 662∕3% of the votes cast on the Arrangement Resolution by Quipt Shareholders, voting as a single class, present in person or represented by proxy at the Quipt Meeting, and (ii) a simple majority of the votes cast on the Arrangement Resolution by Quipt Shareholders, voting as a single class, present in person or represented by proxy at the Quipt Meeting and entitled to vote at the Quipt Meeting, excluding for this purpose any votes attached to Quipt Shares held by Persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions, in each case as modified by the Interim Order. The Board recommends that Quipt Shareholders vote FOR the approval of the Arrangement Resolution.

Whether or not you plan to attend the Quipt Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or submit your proxy by telephone or the Internet. Quipt Shareholders who attend the Quipt Meeting may revoke their proxies and vote in person.

Our Notice of the Quipt Meeting of Shareholders and Proxy Statement are available under Quipt’s profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov, and Quipt’s website address at https://quipthomemedical.com/sec-filings/.

The Board appreciates your continuing support of the Company.

Sincerely,

/s/ Gregory Crawford

Gregory Crawford
Chief Executive Officer

If you have any questions or require assistance with voting your shares, please contact:

Neither the Securities and Exchange Commission nor any state, provincial or territorial securities regulatory agency has approved or disapproved the Arrangement, passed upon the merits or fairness of the Arrangement or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

QUIPT HOME MEDICAL CORP.​

1019 Town Drive
Wilder, Kentucky 41076

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On March 3, 2026

Dear Shareholder:

PLEASE TAKE NOTICE that a special meeting of shareholders of Quipt Home Medical Corp., a corporation existing under the laws of British Columbia (“Quipt” or the “Company”), will be held on held on March 3, 2026, at 10:00 a.m. (ET), at Hampton Inn & Suites — Sarasota Bradenton Airport, 975 University Pkwy., Sarasota, Florida 34243 (the “Quipt Meeting”), for the following purposes:

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To consider, pursuant to an interim order of the Supreme Court of British Columbia, dated as of January 23, 2026 (the “Interim Order”) and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”) to approve an arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) (the “BCBCA”), on the terms and conditions set forth in the plan of arrangement (the “Plan of Arrangement”) pursuant to the arrangement agreement, dated as of December 14, 2025 (the “Arrangement Agreement”), among the Company, 1567208 B.C. Ltd., a company incorporated under the Laws of British Columbia (“Purchaser”), and REM Aggregator, LLC, a Delaware limited liability company (“Parent”), to effect among other things, the acquisition by Purchaser of all of the issued and outstanding common shares of the Company (the “Quipt Shares”) in exchange for US$3.65 cash (less any applicable withholding taxes) for each one (1) Quipt Share (the “Consideration”).

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To act upon other business as may properly come before the Quipt Meeting and any and all adjourned or postponed sessions thereof.

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The record date for the determination of Quipt Shareholders entitled to notice of and to vote at the Quipt Meeting is January 22, 2026 (the “Record Date”). Accordingly, only Registered Quipt Shareholders (as defined in the Proxy Statement) as of that date, or their duly appointed proxyholders, will be entitled to notice of and to vote at the Quipt Meeting or any adjournment or postponement thereof.

Please read the accompanying management information circular and proxy statement (the “Proxy Statement”) carefully as it sets forth details of the proposed Arrangement and other important information related to the Arrangement. Copies of the documents, reports and opinions referenced in the Proxy Statement will be available for inspection by Quipt Shareholders at Quipt’s records office, being the offices of DLA Piper (Canada) LLP, at Suite 2700, 1133 Melville Street, Vancouver, British Columbia V6E 4E5 during statutory business hours on any one or more specified days before the day set for the holding of the Quipt Meeting.

Your vote is important, regardless of the number of Quipt Shares you own. The Arrangement Resolution must be approved by the affirmative vote of not less than (i) 662∕3% of the votes cast on the Arrangement Resolution by Quipt Shareholders, voting as a single class, present in person or represented by proxy at the Quipt Meeting, and (ii) a simple majority of the votes cast on the Arrangement Resolution by Quipt Shareholders, voting as a single class, present in person or represented by proxy at the Quipt Meeting and entitled to vote at the Quipt Meeting, excluding for this purpose any votes attached to Quipt Shares held by Persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”), in each case as modified by the Interim Order. Even if you plan to attend the Quipt Meeting in person, we request that you complete, sign, date and return the enclosed proxy card by mail or submit your proxy by telephone or the Internet prior to the Quipt Meeting by February 27, 2026 at 10:00 a.m. (ET), and thus ensure that your shares will be represented at the

 

Quipt Meeting if you are unable to attend. If you fail to return your proxy card or fail to submit your proxy by telephone or the Internet, your Quipt Shares will not be counted for any purpose. Quipt’s board of directors (the “Board”) recommends that Quipt Shareholders vote FOR the approval of the Arrangement Resolution.

This Notice of Special Meeting to Quipt Shareholders is accompanied by the Proxy Statement, a form of proxy or voting instruction form, as applicable and form of letter of transmittal.

If you attend the Quipt Meeting, please note that you may be asked to present valid picture identification. Cameras, recording devices and other electronic devices will not be permitted to be used at the Quipt Meeting.

Pursuant to the Interim Order, the BCBCA and the Plan of Arrangement, Registered Quipt Shareholders will have a right to dissent under Sections 237 to 247 of the BCBCA, as modified and supplemented by the Plan of Arrangement, the Interim Order, and a final order made by the Court approving the Arrangement (if applicable) (the “Final Order”) in respect of the Arrangement Resolution and to be paid an amount equal to the fair value of their Quipt Shares.

Failure to comply strictly with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified, may result in the loss of any right of dissent. Persons who are non-registered owners of Quipt Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the Registered Quipt Shareholders are entitled to dissent. Accordingly, a non-registered owner of Quipt Shares desiring to exercise the right to dissent must make arrangements for the Quipt Shares beneficially owned by such holder to be registered in such holder’s name prior to the time the written notice of dissent to the Arrangement Resolution is required to be received by Quipt or, alternatively, make arrangements for the Registered Quipt Shareholders to dissent on their behalf. It is strongly suggested that any Quipt Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the forfeiture of such Quipt Shareholder’s right to dissent. See the section entitled “Dissenting Shareholders’ Rights,” as well as Annex B, Annex E and Annex F to the accompanying Proxy Statement.

WHETHER OR NOT YOU PLAN TO ATTEND THE QUIPT MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. SHAREHOLDERS WHO ATTEND THE QUIPT MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON.

If you are a Registered Quipt Shareholder and are unable to attend the Quipt Meeting, please complete, date, sign and return the enclosed form of proxy. Instructions on how to complete and return your proxy are included in the form of proxy and in the Proxy Statement. To be effective, the proxy form must be deposited with Quipt’s transfer agent, Computershare Investor Services Inc.: (i) by mail or courier, using the enclosed return envelope or one addressed to Attention: Proxy Department, 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6; (ii) by delivery to 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6; (iii) by telephone to 1-866-732-VOTE (8683) Toll Free; or (iv) through the internet by using the control number located at the bottom of your proxy form at www.investorvote.com, on or before 10:00 a.m. (ET) on February 27, 2026 or, if the Quipt Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Quipt Meeting is reconvened. Quipt Shareholders may also confirm their proxy vote by telephone or online at www.investorvote.com. Full voting instructions are included within the form of proxy.

If you are a Registered Quipt Shareholder, please also complete the accompanying letter of transmittal in accordance with the instructions included therein, date, sign and return it to the Depositary, Computershare Investor Services Inc., in the envelope provided, together with the certificate(s) representing such Registered Quipt Shareholders’ Quipt Shares (if applicable) and any other required documents. The letter of transmittal contains complete instructions on how to exchange the certificate(s) representing a Registered Quipt Shareholder’s Quipt Shares (if applicable) for the Consideration (as defined in the Proxy Statement) payable for such Registered Quipt Shareholder’s Quipt Shares pursuant to the Plan of Arrangement. Registered Quipt Shareholders will not receive their Consideration under the Arrangement until after the Arrangement is completed and until such Registered Quipt Shareholder has returned their properly completed documents, including the letter of transmittal, and the certificate(s) representing such Registered Quipt Shareholder’s Quipt Shares (if applicable). Please do NOT enclose or return your certificate(s) with your form of proxy.

 

Non-registered holders of Quipt Shares as of the Record Date, whose Quipt Shares are held in the “street name” of a broker, dealer, bank or other intermediary (collectively referred to herein, an “Intermediary”), that receive the Quipt Meeting materials through their Intermediary must complete and return the enclosed voting instruction form in accordance with the instructions provided to such non-registered holder of Quipt Shares by their Intermediary to ensure that their Quipt Shares are voted at the Quipt Meeting in accordance with their instructions. In addition, non-registered holders of Quipt Shares should contact their Intermediary to arrange for such Intermediary to complete the necessary transmittal documents (including the letter of transmittal, as applicable) and to ensure that they receive the Consideration for their Quipt Shares through such Intermediary if the Arrangement is completed.

Further voting information can be found in the Proxy Statement.

Quipt Shareholders that have questions or require more information with regard to the voting of their Quipt Shares should contact Quipt’s proxy solicitation agent, Carson Proxy Advisors, by calling North American toll free phone at 1-800-530-5189, local and text: 416-751-2066 or by email at info@carsonproxy.com.

By Order of the Board,

/s/ Gregory Crawford

Gregory Crawford
Chief Executive Officer

Wilder, Kentucky
January 23, 2026

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, and the documents to which we refer you in this Proxy Statement, may contain certain “forward-looking information” within the meaning of Canadian Securities Laws and “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “U.S. Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, “forward-looking statements”). Forward-looking statements may regard future events and our future results that are subject to the safe harbors created under the Exchange Act. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based upon the current beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, and other future conditions of the Company and the Arrangement Agreement. Forward-looking statements can be identified by the words such as “expect”, “likely”, “may”, “will”, “would”, “could”, “should”, “outlook”, “continue”, “contemplate”, “intend”, or “anticipate”, “believe”, “envision”, “estimate”, “project”, “expect”, “plan”, “endeavor”, “strive”, “predict”, “project”, “target”, “goal”, “potential”, “seek”, “proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections about the industries in which we operate and the beliefs and assumptions of our management, targets, guidance, or other statements that are not statements of fact. Such forward-looking statements speak only as of the date they are made. In addition, any statements that refer to forecasts or projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the section entitled “Risk Factors” herein, in our Annual Report on Form 10-K for the year ended September 30, 2025 under Item 1A. “Risk Factors,” and elsewhere therein, incorporated by reference herein. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Forward-looking statements speak only as of the date they are made. We undertake no obligation to revise or update any forward-looking statements for any reason.

In particular, this Proxy Statement, and the documents to which we refer you in this Proxy Statement, contain forward-looking statements pertaining to, among other matters: the ability to obtain the Required Quipt Approval, the Key Regulatory Approvals and any required regulatory and Court approvals for the Arrangement (in each case, as defined elsewhere herein), the timing of obtaining such approvals and the risk that such approvals may not be obtained in a timely manner or at all, and the risk that such approvals may be obtained on conditions that are not anticipated; the risk that the conditions to the Arrangement are not satisfied on a timely basis or at all and the failure of the Arrangement to close for any other reason; the ability to achieve the expected benefits of the Arrangement; the inherent uncertainty associated with financial or other forecasts or projections; operating results; profitability; financial condition and resources; anticipated needs for working capital; liquidity; capital resources; capital expenditures; milestones; licensing milestones; potential acquisitions; information with respect to future growth and growth strategies; anticipated trends in the industry in which the Company operates; the Company’s future financing plans; timelines; currency fluctuations; government regulation; unanticipated expenses; commercial disputes or claims; limitations on insurance coverage; availability and expectations regarding cash flow to fund capital requirements; the product offerings of the Company; the competitive conditions of the industry; the competitive and business strategies of the Company; applicable Laws, regulations, and any amendments thereof; statements relating to the business and future activities of, and developments related to, the Company, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company’s business, operations and plans; and other events or conditions that may occur in the future.

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of the Company’s management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. The material factors and assumptions used to develop the forward-looking statements include, without limitation: operating and other financial metrics maintaining their current trajectories, the Company not being impacted by any further material external and unique events; the Company not being subject to a

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material change to it cost structure; the Company’s ability to successfully execute its growth strategies and business plan; the ability to successfully identify strategic acquisitions; the Company’s ability to realize anticipated benefits, synergies or generate revenue, profits or value from its recent acquisitions into existing operations; management’s perceptions of historical trends, current conditions and expected future developments; the ability of the Company to take market share from competitors; the Company’s ability to attract and retain skilled staff; market conditions and competition; the products, services and technology offered by the Company’s competitors; the Company’s ability to generate cash flow from operations; the Company’s ability to keep pace with changing regulatory requirements; the ongoing ability to conduct business in the regulatory environments in which the Company operates and may operate in the future; the Company’s ability to maintain strong business relationships with its suppliers, service provides and other third parties; the Company’s ability to fulfill prescriptions for services and products; the anticipated growth of the market of home equipment and monitoring market; the anticipated increase in demand for various medical products and equipment; demand and interest in the Company’s products and services; the ability to deploy up front capital to purchase monitoring and treatment equipment; anticipated and unanticipated costs; the timely receipt of any required regulatory authorizations, approvals, consents, permits and/or licenses; the general economic, financial market, regulatory and political conditions in which the Company operates and the absence of material adverse changes in the Company’s industry, regulatory environment or the global economy; and other considerations that management believes to be appropriate in the circumstances.

Forward-looking statements speak only as at the date they are made and are based on information currently available and on the then current expectations. A number of factors could cause actual events, performance, or results to differ materially from what is projected in the forward-looking statements. Readers are cautioned that forward-looking statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, known and unknown risks, uncertainties, assumptions and other factors, including those in the section entitled “Risk Factors” herein, the factors listed under “Risk Factors” in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, incorporated by reference herein, which includes: credit risks, market risks (including those related to equity, commodity, foreign exchange and interest rate markets), liquidity risks, operational risks (including those related to technology and infrastructure), and risks relating to reputation, insurance, strategy, regulatory matters, legal matters, environmental matters and capital adequacy. Examples of such risk factors include: significant capital requirements and operating risks; changes in law; the ability to implement business strategies, growth strategies and pursue business opportunities; the state of the capital markets; the availability of funds and resources to pursue operations; decline of reimbursement rates; dependence on few payors; possible new drug discoveries; a novel business model; dependence on key suppliers; granting of permits and licenses in a highly regulated business; competition; difficulty integrating newly acquired businesses; low profit market segments; disruptions in or attacks (including cyber-attacks) on information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior; the failure of third parties to comply with their obligations; the impact of new and changes to, or application of, current laws and regulations legal proceedings and litigation, including as it relates to the civil investigative demand received from the United States Department of Justice; increased competition; changes in foreign currency rates; the imposition of trade restrictions such as tariffs and retaliatory counter measures; the availability of funds and resources to pursue operations; the Company’s status as an emerging growth company and a smaller reporting company; risks relating to the deterioration of global economic conditions; increased funding costs and market volatility due to market illiquidity and competition for funding; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; risks associated with proxy contests and other actions of activist shareholders; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events, as well as other general economic, market and business conditions, among others, as well as those risk factors described in the section titled “Risk Factors” herein and in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, incorporated by reference herein, and as described from time to time in documents filed by the Company with United States and Canadian securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual actions, events or results to

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differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Readers are cautioned that the above list of cautionary statements and risk factors is not exhaustive. A number of factors could cause actual events, performance or results to differ materially from what is projected in forward-looking statements. The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not place undue reliance on forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Forward-looking statements are provided and made as of the date hereof, and the Company does not undertake any obligation to revise or update any forward-looking statements, except as required by applicable law. The forward-looking statements are expressly qualified in their entirety by this cautionary statement.

All forward-looking statements attributable to us or Persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Proxy Statement and the documents to which we refer you in this Proxy Statement. Except as required by Law, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Please refer to the section entitled “Risk Factors” herein and the section entitled “Risk Factors” included in Item 1A. in our Annual Report on Form 10-K for the year ended September 30, 2025 incorporated by reference herein.

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CURRENCY

We publish our consolidated financial statements in U.S. dollars. All references in this Proxy Statement to “dollars”, “$” or “US$” are to U.S. dollars and all references to “C$” are to Canadian dollars, unless otherwise noted. Except as otherwise indicated, all financial statements and financial data contained in this Proxy Statement and in the documents incorporated by reference in this Proxy Statement have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, which differs in certain material respects from financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. These differences in accounting principles are not described in this Proxy Statement or the documents incorporated by reference in this Proxy Statement.

On January 23, 2026, the rate published by the Bank of Canada for the conversion of U.S. dollars into Canadian dollars was US$1.00 = C$1.3732 and of Canadian dollars into U.S. dollars was C$1.00 = US$0.7282.

Quipt Shareholders will receive the Consideration in U.S. dollars by default.

However:

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If you hold through CDS & Co., you may elect to receive Canadian dollars by contacting your broker, bank or other nominee for instructions and assistance in making an election to receive the Consideration in Canadian dollars in accordance with the procedures established by CDS & Co. and the applicable intermediary. If your broker, bank or other nominee does not make an election on your behalf, you will receive payment in U.S. dollars.

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If you are a Registered Quipt Shareholder, you may elect to receive Canadian dollars by ticking the Canadian dollar election in your Transmittal Letter and delivering the completed Transmittal Letter to the Depositary before the Effective Date.

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If no valid Canadian dollar election is made (or your Transmittal Letter is not received by the Depositary before the Effective Date), payment will be made in U.S. dollars. If a valid election is so made, the U.S. dollar amount will be converted into Canadian dollars at the rate established by the Depositary on the date the funds are converted, which rate may include a commercially reasonable spread applied by the Depositary. All risks associated with the currency conversion from U.S. dollars to Canadian dollars will be solely borne by the Quipt Shareholder making such election.

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QUESTIONS AND ANSWERS ABOUT THE QUIPT MEETING AND THE ARRANGEMENT

The following questions and answers are intended to address briefly some commonly asked questions regarding the Arrangement Agreement, the Arrangement and the Quipt Meeting. These questions and answers do not address all questions that may be important to you as a Quipt Shareholder. Please refer to the section titled “Summary of the Material Terms of the Arrangement” and the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement, which you should read carefully.

Q.

Why am I receiving these materials?

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A.

On December 14, 2025, Quipt entered into the Arrangement Agreement. As a result of the Arrangement, Quipt will become a wholly owned subsidiary of Parent and cease to be a publicly listed company on both the TSX and the Nasdaq. The Board is furnishing this Proxy Statement and form of proxy card to the Quipt Shareholders in connection with the solicitation of proxies in favor of the proposal to adopt the Arrangement Agreement to be voted on at the Quipt Meeting, to act upon other business that may properly come before the Quipt Meeting, or any adjournment or postponement thereof. This Proxy Statement includes information that we are required to provide to you under the SEC rules and applicable Canadian law and is designed to assist you in voting on the matters presented at the Quipt Meeting. Quipt Shareholders of record as of the Record Date may attend the Quipt Meeting and are entitled and requested to vote on the Arrangement Resolution.

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Q.

What is the Arrangement?

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The Arrangement is the transaction contemplated by the Arrangement Agreement pursuant to which the Purchaser will acquire all of the issued and outstanding Quipt Shares pursuant to a plan of arrangement under the BCBCA to be approved by the Court. If the Arrangement is completed, Quipt will cease to be a publicly traded company. See “The Arrangement” and “The Arrangement Agreement”.

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Q.

What will I receive in the Arrangement?

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If the Arrangement is completed, Quipt Shareholders (other than Dissenting Shareholders) will be entitled to receive the Consideration for each Quipt Share that they own, subject to applicable withholding. See “The Arrangement Agreement — Arrangement Consideration,” “The Arrangement Agreement — Payment for the Shares,” and “The Arrangement — Certain Effects of the Arrangement.”

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Q.

When and where is the Quipt Meeting?

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A.

The Quipt Meeting of Quipt Shareholders will be held on March 3, 2026, at 10:00 a.m. (ET), at Hampton Inn & Suites — Sarasota Bradenton Airport, 975 University Pkwy., Sarasota, Florida 34243.

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Q.

What matters will be voted on at the Quipt Meeting?

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A.

You will be asked to consider and vote on the following proposals:

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(a)

to approve the Arrangement Resolution; and

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(b)

to act upon other business that may properly come before the Quipt Meeting or any adjournment or postponement thereof.

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Q.

How does the Board recommend that I vote on the proposals?

​

A.

The Board recommends that you vote “FOR” approval of the Arrangement Resolution.

​

Q.

Who is entitled to vote at the Quipt Meeting?

​

A.

All shareholders of Quipt are entitled to notice, but only Registered Quipt Shareholders holding Quipt Shares as of the close of business on January 22, 2026, the Record Date for the Quipt Meeting, are

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entitled to vote at the Quipt Meeting. As of the Record Date, there were 44,329,972 Quipt Shares. Every Quipt Shareholder is entitled to one (1) vote for each Quipt Share the Quipt Shareholder held as of the Record Date.

If you attend, please note that you may be asked to present valid picture identification. Cameras, recording devices and other electronic devices are not permitted to be used at the Quipt Meeting.

Q.

What vote is required for Quipt’s Shareholders to approve the Arrangement? How do Quipt’s directors and officers intend to vote?

​

A.

Approval of the Arrangement Resolution requires that the Arrangement is approved by the affirmative vote of not less than (i) 662∕3% of the votes cast on the Arrangement Resolution by Quipt Shareholders present in person or represented by proxy at the Quipt Meeting, and (ii) a simple majority of the votes cast on the Arrangement Resolution by Quipt Shareholders present in person or represented by proxy at the Quipt Meeting and entitled to vote at the Quipt Meeting, excluding for this purpose any votes attached to Quipt Shares held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, in each case as modified by the Interim Order. Moreover, the directors and Executive Officers of Quipt who collectively hold approximately 11.3% of all issued and outstanding Quipt Shares, have entered into Quipt Voting Agreements with the Purchaser pursuant to which they have agreed to vote all their Quipt Shares at the Quipt Meeting in favor of the Arrangement Resolution, subject to certain conditions. Additionally, Forager has entered into a Quipt Voting Agreement with the Purchaser pursuant to which it has agreed, among other things, to vote its Quipt Shares, which represent approximately 9.5% of all issued and outstanding Quipt Shares, in favor of the Arrangement, subject to certain conditions. Pursuant to a Cooperation Agreement between Quipt and KWM, entered into on March 3, 2025, KWM has agreed to vote its shares in accordance with the recommendation of the Board and as such, will be required to vote its shares in favor of the approval of the Arrangement. As of KWM’s most recent report on Schedule 13D, KWM reported beneficially owned 1,928,225 Quipt Shares, which represent approximately 4.4% of all issued and outstanding Quipt Shares as of May 28, 2025.

​

Q.

Am I entitled to Dissent Rights?

​

A.

Pursuant to the Interim Order, the BCBCA and the Plan of Arrangement, Registered Quipt Shareholders are entitled to Dissent Rights in respect of the Arrangement Resolution and, if the Arrangement is completed, to be paid an amount equal to the fair value of their Quipt Shares, in each case in accordance with the dissent procedures in Sections 237 to 247 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement, and the Final Order) as described in this Proxy Statement. To exercise Dissent Rights, a Registered Quipt Shareholder must deliver to Quipt a written notice of dissent to the Arrangement Resolution so as to be received not later than 5:00 p.m. (PT) on February 27, 2026 (or 5:00 p.m. (PT) on the second Business Day immediately preceding any adjourned or postponed Quipt Meeting), and must otherwise strictly comply with the dissent procedures described in Sections 237 to 247 of the BCBCA, the Interim Order and the Plan of Arrangement. Failure to strictly comply may result in the loss or unavailability of Dissent Rights. Non-registered owners of Quipt Shares held in the name of a broker, bank or other nominee are not Registered Quipt Shareholders and should contact their Intermediary promptly if they wish to pursue dissent. See “Dissenting Shareholders’ Rights” and Annex E.

​

Q.

Who is soliciting my vote?

​

A.

This proxy solicitation is being made by and on behalf of the Board and management of Quipt. In addition, we have retained the Solicitation Agent to assist in the solicitation. We will pay the Solicitation Agent, Carson Proxy Advisors, a maximum of C$60,000 in the aggregate, plus out-of-pocket expenses for its assistance, half of which will be paid by the Purchaser. We may request additional services from the Solicitation Agent on an as needed basis. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or by other means of communication. These Persons will not be paid additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the non-registered owners of Quipt Shares that the brokers and fiduciaries hold of record. We will reimburse them for their reasonable out-of-pocket expenses. In

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24

 

addition, we will indemnify the Solicitation Agent against any losses arising out of that firm’s proxy soliciting services on our behalf.

Q.

What do I need to do now?

​

A.

We urge you to carefully read and consider the information contained in this Proxy Statement. Even if you plan to attend the Quipt Meeting, if you hold your Quipt Shares in your own name as a Registered Quipt Shareholder, please vote your shares (1) by completing, signing, dating and returning the enclosed proxy card by mail; (2) by calling the telephone number printed on your proxy card; or (3) by using the Internet voting instructions printed on your proxy card. Your telephone, Internet, or mail vote must be received by 10:00 a.m. (ET) on February 27, 2026. You can also attend the Quipt Meeting and vote, or change your prior vote, in person. Do NOT enclose or return your share certificate(s) with your proxy card.

​

Each Person named in the proxy card to represent you at the Quipt Meeting is a director or officer of Quipt. You can appoint someone else to represent you at the Quipt Meeting. Please follow the instructions contained in the proxy card.

Q.

How do I vote? How can I revoke my vote?

​

A.

You may vote your shares (1) by signing and dating each proxy card you receive and returning it in the enclosed prepaid envelope, (2) by calling the telephone number or (3) by using the Internet voting instructions printed on your proxy card or as described below. Your telephone, Internet, or mail vote must be received by 10:00 a.m. (ET) on February 27, 2026. If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the proposal to approve the Arrangement Resolution. You have the right to revoke your proxy at any time before the vote is taken at the Quipt Meeting:

​

•

if you hold your shares in your name as a Registered Quipt Shareholder, by contacting www.investorvote.com at telephone: 1-866-732-VOTE (8683) Toll Free;

​

•

by attending the Quipt Meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must vote in person at the Quipt Meeting);

​

•

by submitting a later-dated proxy card; or

​

•

if you have instructed a broker, bank or other nominee to vote your shares, by following the directions received from your broker, bank or other nominee to change those instructions.

​

Q.

Can I vote by telephone or electronically?

​

A.

If you hold your Quipt Shares in your name as a Registered Quipt Shareholder, you may vote by telephone or electronically through the Internet by following the instructions included with your proxy card.

​

Q.

If my Quipt Shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

​

A.

Your broker, bank or other nominee will be permitted to vote your Quipt Shares only if you instruct your broker, bank or other nominee how to vote. You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your Quipt Shares. Absent specific instructions from the non-registered holders of such Quipt Shares, banks, brokerage firms or other nominees are not empowered to vote those Quipt Shares, which we refer to as “broker non-votes.” If you do not instruct your broker, bank or other nominee to vote your Quipt Shares, your Quipt Shares will not be voted and will not have an effect on the approval of the Arrangement Resolution.

​

Q.

What do I do if I receive more than one proxy or set of voting instructions?

​

A.

If you hold Quipt Shares directly as a record holder or otherwise, you may receive more than one proxy and/or set of voting instructions relating to the Quipt Meeting. These should each be voted and/or returned separately as described elsewhere in this Proxy Statement in order to ensure that all of your Quipt Shares are voted.

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25

 

Q.

How are votes counted?

​

A.

For the proposal to approve the Arrangement Resolution, you may vote “FOR” or “AGAINST”. Quipt Shares that are not voted will have no effect on the vote to approve the Arrangement Resolution.

​

If you sign your proxy card without indicating your vote, your Quipt Shares will be voted “FOR” the approval of the Arrangement Resolution and in accordance with the recommendations of the Board on any other matters properly brought before the Quipt Meeting for a vote.

Q.

Who will count the votes?

​

A.

A representative of our Transfer Agent, Computershare Investor Services Inc., will count the votes and act as scrutineer. Questions concerning share certificates or other matters pertaining to your Quipt Shares may be directed to Computershare Investor Services Inc. at 1 (866) 964-0492 (Canada and the U.S. only) or direct at (514) 982-8714 (outside Canada and the U.S. and entering your 15-digit control number as indicated on your voting instruction form or proxy).

​

Q.

When is the Arrangement expected to be completed?

​

A.

We are working toward completing the Arrangement as quickly as possible, and expect to complete the Arrangement during the first half of 2026, subject to the satisfaction or waiver (as permitted by Law) of the Closing conditions set out in the Arrangement Agreement, including the Required Quipt Approval.

​

Q.

What approvals are required to complete the Arrangement?

​

A.

Completion of the Arrangement is subject to a number of conditions, including receipt of the Required Quipt Approval, the Interim Order and the Final Order, and required Regulatory Approvals (including HSR Approval), as well as satisfaction or waiver (to the extent permitted by Law) of other conditions set forth in the Arrangement Agreement. At 11:59 p.m. on January 22, 2026, the applicable waiting period under the HSR Act expired with respect to the transactions contemplated by the Arrangement Agreement. The expiration of the waiting period under the HSR Act constitutes receipt of the HSR Approval, although the Arrangement Agreement remains subject to other customary closing conditions, including receipt of the Required Quipt Approval. See “The Arrangement — Court Approval of the Arrangement and Completion of the Arrangement,” “The Arrangement — Regulatory Approvals,” and “The Arrangement Agreement — Conditions to the Arrangement.”

​

Q.

What happens if the Arrangement is not completed?

​

A.

If the Arrangement Resolution is not approved by Quipt Shareholders or if the Arrangement is not completed for any other reason, Quipt Shareholders will not receive any Consideration for their Quipt Shares in connection with the Arrangement. Instead, Quipt will remain a publicly traded company and the Quipt Shares will continue to be listed and traded on Nasdaq and the TSX. In addition, depending on the circumstances that caused the Arrangement not to be completed, the market price of the Quipt Shares may decline significantly. See “The Arrangement — Effects on the Company if the Arrangement is Not Completed”.

​

Q.

Where should I send in my share certificates?

​

A.

If you are a Registered Quipt Shareholder, you will have received a Transmittal Letter with detailed instructions for exchanging your share certificates for the Consideration. If your Quipt Shares are held in “street name” by your broker, bank or other nominee you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your “street name” shares in exchange for the Consideration. Please do not send your share certificates with your proxy card.

​

Q.

Which currency will I receive the Consideration in?

​

A.

The Consideration will be paid in U.S. dollars by default. However:

​

•

If you hold through CDS & Co., you may elect to receive Canadian dollars by contacting your broker, bank or other nominee for instructions and assistance in making an election to receive the

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26

 

Consideration in Canadian dollars in accordance with the procedures established by CDS & Co. and the applicable intermediary. If your broker, bank or other nominee does not make an election on your behalf, you will receive payment in U.S. dollars.

•

If you are a Registered Quipt Shareholder, you may elect to receive Canadian dollars by ticking the Canadian dollar election in your Transmittal Letter and delivering the completed Transmittal Letter to the Depositary before the Effective Date.

​

If no valid Canadian dollar election is made (or your Transmittal Letter is not received by the Depositary before the Effective Date), payment will be made in U.S. dollars. If a valid election is so made, the U.S. dollar amount will be converted into Canadian dollars at the rate(s) established by the Depositary on the date the funds are converted, which rate(s) may include a commercially reasonable spread applied by the Depositary. All risks associated with the currency conversion from U.S. dollars to Canadian dollars will be solely borne by the Quipt Shareholder making such election.

Q.

What happens if I sell my Quipt Shares before completion of the Arrangement?

​

A.

If you sell your Quipt Shares before the Effective Time, you will no longer own those Quipt Shares at the time the Arrangement is completed and you will not receive the Consideration in respect of any Quipt Shares that you have sold. Voting at the Quipt Meeting is determined as of the Record Date. Accordingly, the ability to vote at the Quipt Meeting generally depends on whether you were a Registered Quipt Shareholder as of the Record Date (and whether you continue to be entitled to vote those Quipt Shares at the Quipt Meeting based on the share register and applicable proxy procedures). If your Quipt Shares are held in “street name,” you should contact your broker, bank or other nominee regarding voting procedures and settlement timing.

​

Q.

What happens to Quipt Options and Quipt RSUs if the Arrangement is completed?

​

A.

The Arrangement Agreement provides for the treatment of Quipt Options and Quipt RSUs at the Effective Time, including vesting and cancellation, and the payment of applicable cash amounts (net of applicable withholdings) as described in the Proxy Statement. Each Quipt Option outstanding immediately prior to the Effective Time (whether vested or unvested) will be deemed to be unconditionally vested and exercisable and will be deemed to be surrendered and transferred in exchange for a cash payment (net of applicable withholdings) equal to the amount (if any) by which the Consideration exceeds the exercise price of such Quipt Option (and if such amount is zero or negative, such Quipt Option will be cancelled without provision of any consideration), and each Quipt RSU outstanding immediately prior to the Effective Time (whether vested or unvested) will be deemed to be transferred in exchange for a cash payment (net of applicable withholdings) equal to the Consideration and all Quipt RSUs will be immediately cancelled. Notwithstanding the foregoing, Quipt and the independent members of the Board have agreed to terminate and cancel and aggregate of 250,000 of the unvested RSUs effective as of immediately prior to the Effective Time, and in consideration thereof, Quipt will pay to such independent members of the Board a lump sum cash payment in the aggregate amount of $300.00, as full consideration for the cancellation of such RSUs. In addition, and concurrently with such agreement, the Board approved the payment of a cash transaction completion bonus in the amount of $912,500 to Mr. Mehta, payable upon successful completion of the Arrangement at the Effective Time. See “The Arrangement Agreement — Treatment of Options and Other Awards” and “Certain Effects of the Arrangement.”

​

Q.

Are there any other risks to me from the Arrangement that I should consider?

​

A.

Yes. There are risks associated with all business combinations, including the Arrangement. See the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” of this Proxy Statement.

​

Q.

How can I obtain additional information about Quipt?

​

A.

A copy of the Annual Report on Form 10-K for the year ended September 30, 2025 is available, including the financial statements and the financial statement schedules, if any, but not including exhibits, at no

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27

 

charge to a Quipt Shareholder upon the written request of such Person addressed by mail to 1019 Town Drive, Wilder, Kentucky 41076, Attention: Corporate Secretary, or by email to investorinfo@myquipt.com. In addition, a copy of the Annual Report on Form 10-K for the year ended September 30, 2025 has been filed under Quipt’s profile on SEDAR+ at www.sedarplus.com and is available on the SEC’s website at www.sec.gov, or on Quipt’s website at https://quipthomemedical.com/sec-filings/.

Additional information relating to Quipt is also available on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov, copies of which may be obtained from Quipt upon request. Quipt may require the payment of a reasonable charge if the request is made by a Person who is not a Quipt Shareholder.

The information provided on our website is not, and shall not be deemed to be, incorporated by reference in, or made part of, this Proxy Statement.

For a more detailed description of the information available, please refer to the section titled “Where You Can Find More Information.”

Q.

Who can help answer my questions?

​

A.

If you have additional questions about the Arrangement after reading this Proxy Statement, please call our Solicitation Agent, Carson Proxy Advisors, at North American toll free phone at 1-800-530-5189, local and text: 416-751-2066 or by email at info@carsonproxy.com.

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THE ARRANGEMENT

This discussion of the Arrangement is qualified in its entirety by reference to the Arrangement Agreement. A copy of the Arrangement Agreement is available has been filed under Quipt’s profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. A copy of the Arrangement Agreement will also be available for inspection at the offices of DLA Piper (Canada) LLP, Suite 2700, 1133 Melville Street Vancouver, BC V6E 4E5 Canada during statutory business hours. You should read the entire Arrangement Agreement carefully as it is the legal document that governs the Arrangement.

Background to the Transaction

The following chronology summarizes the key meetings and events that led to the signing of the Arrangement Agreement. The following chronology does not purport to catalogue every conversation among the Board, any committee thereof or the representatives of Quipt or other parties. While we believe that the following description covers the material terms of the background of the Arrangement, these descriptions may not contain all of the information that is important to you. You should carefully read this entire Proxy Statement and the other documents to which this Proxy Statement refers you, as well as the Arrangement Agreement, a copy of which has been filed under Quipt’s profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov, for a more complete understanding of the Arrangement.

As part of Quipt’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and Quipt’s management team periodically review, consider and assess Quipt’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review at times includes, among other things, the consideration of potential strategic alternatives, including business combinations, acquisitions, dispositions and other transactions that could enhance Quipt Shareholder value.

In August 2024, management presented to the Board a materials package summarizing preliminary work on a potential sale process, including research on process alternatives and meetings with prospective investment banks, market research firms and quality-of-earnings providers.

In September 2024, Mr. Crawford met with a representative of Forager regarding Quipt’s operations, results and strategies, including whether Quipt would be interested in exploring strategic alternatives.

On October 24, 2024, Mr. Wilhelm, a partner at Forager, met with Mr. Mehta, Chief Financial Officer of Quipt, and Mr. Crawford in Cincinnati, Ohio to continue the discussions from September.

On December 3, 2024, management provided the Board with an update on strategic alternatives and advised that an independent accounting firm had been selected as the provider for a quality-of-earnings review.

On December 11, 2024, Forager filed a Schedule 13G and Schedule 13G/A reporting beneficial ownership of approximately 5.0%, as of June 6, 2024, and 9.7%, as of September 30, 2024, of Quipt’s outstanding common shares, respectively. In addition, on December 11, 2025, Forager filed a Schedule 13D that amended and superseded the Schedule 13G/A and disclosed that Forager “may take actions (including through one or more of their affiliates) with respect to their investment or Quipt, including communicating with the Board, members of management or other security-holders of Quipt, or other third parties from time to time, and taking steps to explore . . . strategic alternatives as they may become available and entering into confidentiality, standstill or other similar agreements with Quipt, its Subsidiaries and/or any advisors or third parties. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, take-private, reorganization or liquidation) involving Quipt or any of its Subsidiaries; business combinations involving Quipt or any of its Subsidiaries; a sale or transfer of a material amount of assets of Quipt or any of its Subsidiaries . . . .”

On December 12, 2024, the Board established the Strategic Transactions Committee, which was comprised of all members of the Board, with a broad mandate to consider potential strategic transactions, including, without limitation, a potential acquisition of Quipt or any other potential disposition, sale, acquisition, investment, joint venture, collaboration, partnership, go-private or similar transaction, whether with Forager or any other party or group of parties and whether by merger, arrangement (including an

29

 

arrangement of Quipt pursuant to its governing statute), transfer of equity or assets, or otherwise, other than in the ordinary course of business. Mark Greenberg was appointed as the Chairman of the Strategic Transactions Committee. The Board determined that the Strategic Transactions Committee should be comprised of all members of the Board so that the evaluation of potential strategic transactions could benefit from the full Board’s expertise and be conducted efficiently under a formal committee mandate and meeting cadence. The Board further determined that any director with an actual or potential conflict would disclose that interest and, in the event excluded from voting pursuant to MI 61-101, abstain from voting on the relevant matter, as appropriate. Consistent with this approach, Mr. Greenberg and Mr. Crawford declared their respective interests and abstained from the Strategic Transactions Committee’s final vote with respect to the Arrangement.

In January 2025, the Board continued its discussions concerning the potential engagement of a financial advisor and the potential benefits of a structured process to evaluate strategic alternatives. The Board also determined that designated Board members should meet with investment banking groups to discuss potential proposals.

In January 2025, the independent accounting firm commenced its quality-of-earnings review.

In January 2025, Forager met with Kingswood to discuss Kingwood’s potential involvement as a financing source for a possible strategic transaction between Forager and Kingswood.

On January 8, 2025, Kanen Wealth Management, LLC and related parties filed a Schedule 13D, which reported collective beneficial ownership of 5.9% of Quipt’s outstanding common shares and disclosed that KWM may “take such actions with respect to their investment in Quipt as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of Quipt, engaging in discussions with stockholders of Quipt or other third parties about Quipt and the Reporting Persons’ investment, including potential business combinations or dispositions involving Quipt or certain of its businesses, making recommendations or proposals to Quipt concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving Quipt or certain of its businesses, or suggestions for improving Quipt’s financial and/or operational performance, purchasing additional Quipt Shares, selling some or all of their Quipt Shares, engaging in short selling of or any hedging or similar transaction with respect to the Quipt Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.”

On January 16, 2025, Forager submitted a non-binding letter of intent to acquire all of the outstanding shares of Quipt (the “First LOI”) for $3.90 per share in cash.

On January 23, 2025, the Strategic Transactions Committee and the Board held a joint meeting to discuss the First LOI. The Board was of the view that the First LOI was not an acceptable and competitive offer. At that time, the independent accounting firm’s quality-of-earnings review was ongoing, and the Board considered it prudent to receive the results of that review before committing to any transaction. The Board determined that the Strategic Transactions Committee should meet with investment banking groups to hear proposals.

On February 1, 2025, following negotiations led by management, Forager entered into a non-disclosure and standstill agreement with Quipt (the “First NDA”), which provided for customary terms related to non-solicitation and confidentiality, along with a six (6) month standstill arrangement and a voting commitment that extended until December 31, 2025 in respect of the 2025 annual general meeting of shareholders which was to be held on March 17, 2025 and any special meeting that may be called on or before December 31, 2025. The terms of the First NDA provided a limited summary description of certain provisions, including the existence of confidentiality and standstill provisions and a brief description of the voting provisions.

On February 3, 2024, Kingswood also entered into a non-disclosure and standstill agreement with Quipt (the “Kingswood NDA”). The terms of the Kingswood NDA provided for customary terms related to non-solicitation and confidentiality, along with an 18-month standstill arrangement.

On February 4, 2025, representatives of Quipt, Forager, and Kingswood met at Quipt’s headquarters to discuss a potential strategic transaction between Forager and Quipt.

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In February 2025, the Strategic Transactions Committee interviewed multiple investment banks to act as financial advisor and lead a structured process to evaluate strategic alternatives for Quipt. By late February and early March 2025, the Strategic Transactions Committee identified Truist as its financial advisor and commenced negotiating engagement terms.

On February 18, 2025, Mr. Wilhelm of Forager met Mr. Greenberg, an independent director of Quipt, in Sarasota, Florida, they discussed a potential strategic transaction, including the particulars required for a competitive offer.

On March 3, 2025, KWM, David L. Kanen and Philotimo Fund, LP (collectively, the “KWM Group”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Quipt regarding certain corporate governance matters. Pursuant to the terms of the Cooperation Agreement, until the notice periods for shareholder nominations of directors for Quipt’s 2026 annual meeting terminated (the “Standstill Period”), Quipt agreed to provide KWM Group with certain access rights, including, among other things, that, upon written request by KWM Group, either the Chairman of the Board or another non-executive director designee of the Board, selected by the Board in its sole discretion, shall meet with a representative from KWM Group to conduct quarterly meetings solely with respect to publicly available information, so long as KWM Group’s beneficial ownership of Quipt common shares meets or exceeds 3.5% of Quipt’s then issued and outstanding common shares. Pursuant to the Cooperation Agreement, the KWM Group withdrew its notice submitted pursuant to Rule 14a-19 of the Exchange Act, in which the KWM Group provided notice to Quipt of its intent to solicit proxies for four director candidates at Quipt’s 2025 annual general meeting of shareholders (the “2025 Annual Meeting”), and the KWM Group agreed to cease any and all solicitation and other activities in connection with the 2025 Annual Meeting. During the Standstill Period, the KWM Group agreed to vote all of the common shares that it beneficially owned, at each annual general or special meeting of Quipt’s Shareholders in accordance with the Board’s recommendations, subject to certain exceptions as set forth in the Cooperation Agreement. The KWM Group also agreed to certain customary standstill provisions prohibiting it from, among other things, (a) soliciting proxies; (b) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of Quipt, subject to limited exceptions; and (c) taking actions to change or influence the Board, management or the direction of certain Quipt matters; in each case as further described in the Cooperation Agreement.

On March 14, 2025, Forager submitted a second non-binding letter of intent to Quipt, dated March 13, 2025 (the “Second LOI”). On or about March 15, 2025, the Board considered and declined the proposal contained in the Second LOI, concluding that it undervalued Quipt at the time and that shareholder value would be best served by conducting a rigorous process supervised by Truist. The quality-of-earnings review had not yet been finalized, and the Board viewed completion of that work as an important input to any decision.

On March 27, 2025, the Strategic Transactions Committee approved an engagement letter between Quipt and Truist to advise on a range of strategic alternatives, which was executed on March 28, 2025.

On April 2, 2025, Forager filed an amendment to its Schedule 13D disclosing the First NDA.

In April 2025, representatives of Forager and Kingswood met with representatives of Truist to discuss Quipt valuation matters.

On April 24, 2025, Forager requested termination of the First NDA effective immediately in light of differing interpretations of its terms.

Between April 24 and May 1, 2025, Forager and Quipt discussed the First NDA’s terms and the parties understanding thereof.

On May 12, 2025, Quipt reported earnings, following which the Nasdaq closing price of its common shares dropped from $2.18 per share on May 9, 2025 to $1.66 per share.

On May 13, 2025, Mr. Wilhelm emailed Mr. Crawford requesting that an email be circulated to the Board that advises the Board that Forager concluded, based upon advice of counsel, that Board approval was required in order for Forager to submit a proposal under the First NDA, which conclusion differed from

31

 

Mr. Wilhelm’s understanding of the purpose of the First NDA. Mr. Wilhelm further indicated that Forager was seeking to act cooperatively and attached a formal written request for Board approval to make a proposal.

On May 15, 2025, Mr. Crawford replied to Mr. Wilhelm’s email stating: “Following the board meeting last evening with our counsel, we’d like to reconnect you with Truist to ensure Forager has the same data as other interested parties to help you formulate your best offer.”

On May 16, 2025, the Nasdaq closing price of Quipt common shares was $1.41 per share.

On May 17, 2025, Forager submitted a third non-binding letter of intent (the “Third LOI”), which included a provision lowering its offered price per share to $3.10 per share in cash.

On May 19, 2025, at 8:03 a.m. (Eastern Time), Mr. Wilhelm emailed Mr. Crawford stating that Forager had been advised by its legal counsel that an amendment to its Schedule 13D filing was required, and at 9:03 p.m. (Eastern Time), Forager filed an amendment to its Schedule 13D disclosing the Third LOI.

On May 19, 2025, the Board held a meeting to discuss the Third LOI. At that time, the Board decided not to respond to Forager given the ongoing strategic review process being conducted with the assistance of Truist at the time, including the need to complete initial outreach and diligence in order to evaluate potential transactions on a consistent and comparable basis.

On May 21, 2025, Quipt announced that it received an unsolicited, non-binding and conditional and indicative proposal from Forager to acquire 100% of the Company’s issued and outstanding common shares at a price of $3.10 per share.

At the beginning of June 2025, at the request of the Board, Truist began a formal outreach of sale process. Of the 17 parties contacted 14 executed a non-disclosure agreement and received access to diligence materials. Upon execution of a non-disclosure agreement, parties received additional information on Quipt (“Company Overview Materials”), a Quality of Earnings report, and an invitation to meet with Quipt management.

On June 4, 2025, Forager filed an amendment to its Schedule 13D and issued a press release denying that its offer on May 17, 2025 was “unsolicited” and requesting that Quipt retract its statement made in its press release on May 21, 2025. Forager also requested that Quipt terminate the First NDA, dated February 1, 2025, between Quipt and Forager, because Forager believed it was in the best interest of shareholders.

On June 25, 2025, after Quipt’s counsel was contacted by Forager’s counsel in an effort to restart communications between the parties, Forager’s Canadian counsel was emailed a copy of the form of non-disclosure and standstill agreement being executed by each person part of the process being conducted with the assistance of Truist.

Beginning on July 1, 2025, at the request of Quipt, Truist distributed bid instruction letters to parties, which requested the submission of initial non-binding indications of interest in respect of a potential strategic transaction with Quipt by no later than July 29, 2025.

Between late July and early August 2025, Quipt received initial non-binding indications of interest from several parties, including Party A, Party B, Party C, Party D, Party E and Party F, with price ranges generally between $2.21 and $3.50 per share. On July 30, 2025, the Board and management met with Truist to review the process and the indications received. Truist followed up with bidders following such meeting to clarify assumptions and per share economics. Revised indications were received from certain parties on July 31, 2025.

On August 1, 2025, the standstill provision of the First NDA terminated in accordance with its terms. On that day, Forager delivered a letter to the Board requesting that Quipt enter into an LOI with Forager by August 10, 2025 (the “August Letter”) on the same terms and price as the Third LOI. In the August Letter, Forager indicated that it intended to publicly disclose the August Letter, which Quipt took the position that the August Letter contained certain confidential information.

On August 4, 2025, Quipt’s management and members of the Board held a meeting with representatives of Truist. Representatives of Truist presented an updated summary of indication of interests received and then led a discussion regarding the next steps, including providing more detailed due diligence related to updated financial results and recent acquisitions completed and a proposed timeline for receiving further

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revised indications of interest from parties invited to continue in the transaction process. During this time, Quipt finalized its joint venture to acquire a 60% ownership interest in Hart for total consideration of $17.4 million (the “Hart Transaction”). Following the announcement of the Hart Transaction, Quipt planned to solicit revised bids from interested parties. Following the discussion and based on the information provided during the course of this meeting, the Board instructed management to continue the transaction process. Certain parties that submitted initial indications were not invited to advance to subsequent phases of the process.

On August 7, 2025, Quipt filed for an interim and interlocutory injunction with the Ontario Superior Court of Justice (Commercial List) (the “Ontario Court”), against Forager asserting breaches of the First NDA and seeking to prevent the disclosure of information in the August Letter that Quipt believed to be confidential.

On August 8, 2025, the Ontario Court issued a limited interim injunction ordering Forager not to disclose four of the 69 sentences in the August Letter on the basis that those four sentences could be deemed to include certain confidential information (the “August 8 Order”). The August 8 Order was extended with the mutual consent of Quipt and Forager on each of August 20, 2025 and September 15, 2025.

On August 13, 2025, at the request of Quipt, Truist distributed revised bid instruction letters to Party A, Party B, Party C and Party D, which requested the submission of revised initial non-binding indications of interest in respect of a potential strategic transaction with Quipt by no later than August 28, 2025.

On August 16, 2025, Quipt sent Forager’s counsel a draft non-disclosure agreement with a six-year term and no standstill provision in connection with the process being conducted with the assistance of Truist.

On August 19, 2025, members of Quipt’s management team held an in-person management presentation with representatives of Party B.

On August 21, 2025, members of Quipt’s management team held an in-person management presentation with representatives of Party A.

On August 25, 2025, members of Quipt’s management team held a virtual management presentation with representatives of Party C.

On August 25, 2025, Forager filed an amendment to its Schedule 13D and issued a press release that it had submitted another non-binding letter of intent reaffirming its price at $3.10 (the “Fourth LOI”).

On August 26, 2025, the Board held a meeting to discuss the Fourth LOI and determined that the proposed consideration of $3.10 per share was undervalued in light of the valuation ranges reflected in the indications of interest submitted by Party A, Party B, Party C, and Party D in late July. The Board elected to proceed with the strategic review process being conducted with the assistance of its financial advisor.

On August 27, 2025, Quipt issued a press release announcing that it had received another unsolicited, non-binding conditional and indicative proposal from Forager to acquire Quipt.

On August 29 and August 31, 2025, Party A and Party B, respectively, submitted revised written, non-binding indications of interest to acquire all outstanding Quipt Shares for cash consideration.

On September 3, 2025, Quipt’s management conducted an in-person management presentation with Party D, and Truist also met with Party F, which had previously withdrawn from the process but indicated renewed interest in a potential acquisition of Quipt. Party D subsequently delivered a revised written, non-binding indication of interest on September 5, 2025, and Party F submitted a non-binding letter of intent on September 9, 2025, in each case to acquire all outstanding Quipt Shares for cash consideration.

On September 10, 2025, Forager issued a press release reaffirming its per share price at $3.10 and reiterating its willingness to improve the offer upon additional engagement of the Board.

On September 10, 2025, the Board and management met with Truist to review the process and indications then in hand, including revised submissions from Party D and a new indication from Party F. The Board authorized the next phase of diligence and instructed Truist to solicit final offers.

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On September 19, 2025, Truist distributed final bid instruction letters to Party D and Party F, which requested the submission of final proposals by no later than October 28, 2025.

On September 30, 2025, Party A withdrew from the process. Between October 1 and 27, 2025, Parties D and F conducted confirmatory diligence.

Over the course of these discussions, the Board’s consideration of potential strategic alternatives evolved as circumstances developed, including in response to changes in market conditions, the level of engagement from potential counterparties and the information available to the Board, including that Forager was prepared to advance proposals reflecting a higher degree of transaction certainty.

On October 22, 2025, Party F notified Truist that it was withdrawing from the process.

In early November, 2025, representatives of Quipt and Forager, and their respective counsel, had a call to discuss if there was a path forward to a negotiated transaction between Quipt and Forager. During the call Forager informally inquired whether a $3.20 per share in cash proposal would be acceptable, and was advised it would not.

On or about November 6, 2025, Quipt re-engaged with Party B, which indicated an interest in submitting a higher offer. Between November 5 and 13, 2025, Quipt and Forager discussed a potential increase in Forager’s offer price, and Quipt provided context regarding recent developments, including the Hart Transaction and other financial matters.

On November 12, 2025, DLA Piper sent a draft arrangement agreement to Forager’s counsel reflecting Quipt’s proposed terms should Forager elect to proceed with a transaction. After renewed discussions between Quipt and Forager, in early December 2025, Kingswood indicated that it would explore making an equity commitment to provide up to the full amount of the equity financing needed to acquire all of the outstanding Quipt common shares. On or around this time, the Board waived the Kingswood NDA, and representatives of Quipt, Kingswood and Forager began discussions regarding a potential transaction pursuant to which Kingswood and Forager would participate as investors in the acquisition of Quipt.

On November 13, 2025, Forager submitted an informal offer to Quipt via email to purchase all of the outstanding common shares of Quipt for $3.33 per share in cash (the “November Proposal”).

On November 17, 2025, the Ontario Court issued an order continuing, until trial, certain limited confidentiality-related relief originally granted under the August 8 Order, subject to specified carve-outs. The Court noted that it, amongst other things, was satisfied that Forager had no intention to use any confidential information for any purpose other than as set out in the First NDA, and Forager had undertaken to give Quipt timely notice of any change in that intention.

On November 18, 2025, the Board met to discuss the November Proposal and related process matters. Subsequent to this meeting, the Company received an updated non-binding indication of interest from Party B for $3.50 per share in cash, and Quipt advised Forager that other proposals were more favorable and encouraged Forager to improve its cash terms to remain competitive.

Forager subsequently communicated an increased cash proposal and indicated it intended to proceed with confirmatory diligence. Truist engaged with Forager, and continued to engage with Party B, regarding the scheduling and scope of Forager and Party B’s confirmatory due diligence, and the parties exchanged or discussed Forager and Party B’s diligence work plans, and held diligence-related calls and videoconferences with Quipt management. On or about November 21, 2025, Forager made an offer to Quipt to purchase all of the outstanding common shares of Quipt for $3.65 per share in cash. The offer contemplated the completion of confirmatory due diligence and did not include a financing contingency.

Beginning on December 2, 2025, Quipt, Kingswood and Forager, together with their respective legal advisers, including McDermott Will & Schulte LLP (“McDermott”) and DLA Piper, engaged in an iterative process of exchanging revised drafts of the Arrangement Agreement and holding videoconferences and diligence calls to discuss deal terms and regulatory and other diligence matters. During this period, representatives of McDermott and DLA Piper circulated successive markups of the Arrangement Agreement, and the parties formally convened on December 7 and 10, 2025 to address open issues in the draft and related diligence topics.

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On December 3, 2025, representatives of Quipt, Kingswood and Forager met in person at Quipt’s headquarters in Wilder, Kentucky in connection with continued business and financial due diligence matters.

On December 8, 2025, Quipt engaged Evans & Evans as its independent financial advisor in connection with its review and consideration of the Arrangement.

On December 11, 2025, the Board, together with DLA Piper, held a call to review the status of negotiations and the principal terms of the Arrangement Agreement.

On December 12, 2025, at a joint meeting of the Strategic Transactions Committee and the Board, each of Truist and Evans & Evans joined the meeting separately to review with the Board their preliminary financial analyses of Quipt and the proposed transaction.

On December 14, 2025, at a joint meeting of the Strategic Transactions Committee and the Board, DLA Piper provided an updated summary of the terms of the Arrangement Agreement based on changes made to the Arrangement Agreement further to negotiated since the prior meeting. In addition, each of Truist and Evans & Evans joined the meeting separately to review with the Board its financial analyses of Quipt and the proposed transaction, and each rendered its opinion to the Board to the effect that, as of December 14, 2025, and based upon and subject to the assumptions, limitations, qualifications and other matters considered in connection with the preparation of their opinions, the consideration to be received by the Quipt Shareholders in the Arrangement pursuant to the Arrangement Agreement was fair, from a financial point of view, to such Quipt Shareholders.

After careful consideration of the terms and conditions of the Arrangement, and the advice of Truist, Evans & Evans and DLA Piper, the Strategic Transactions Committee (with each of Gregory Crawford and Mark Greenberg declaring their respective interests in the transactions contemplated by the Arrangement Agreement (details of which are disclosed in the section of this Proxy Statement titled “Minority Approval Requirements”) and abstaining from voting in respect thereof) approved a resolution resolving that (1) the Arrangement is (i) in the best interests of the Company and its stakeholders and (ii) is fair to Quipt Shareholders, and (2) the Strategic Transactions Committee recommended to the Board that the Board (i) approve the Arrangement Agreement, and (ii) make a recommendation to the Quipt Shareholders that such Quipt Shareholders vote in favor of any resolution of Quipt Shareholders approving the Arrangement, such recommendation to be made and included in the management information circular to be sent to Quipt Shareholders in connection with the Arrangement.

After careful consideration of the terms and conditions of the Arrangement, and the advice of Truist, Evans & Evans and DLA Piper, and the recommendation of the Strategic Transactions Committee, the Board approved a resolution resolving, inter alia, that (1) the Arrangement Agreement, substantially in the form circulated to the Board, be and the same is hereby authorized and approved, (2) that the consideration to be received by the Quipt Shareholders pursuant to the Arrangement and the Arrangement Agreement is, from a financial point of view, fair to such holders and that the Arrangement is in the best interests of Quipt, and (3) the Board unanimously recommends to the Quipt Shareholders that the Quipt Shareholders vote in favor of the Arrangement Resolution (as defined in the Arrangement Agreement) authorizing and approving the Arrangement, the Arrangement Agreement and the transactions contemplated therein, and the execution and delivery of the Arrangement Agreement, and (4) the Board unanimously approves, as of immediately prior to the Effective Time, the immediate vesting of all Quipt Options and all Quipt RSUs.

Later in the evening of December 14, 2025, Quipt and entities controlled by Kingswood executed and delivered the Arrangement Agreement, Quipt Voting Agreements, and other operative documents.

Neither Kingswood nor any of its subsidiaries (including Parent and Purchaser) have had any formal discussions regarding the terms of any post-closing employment or equity participation for Quipt’s management with the Board, Quipt or any members of Quipt management and no agreements or arrangements have been agreed to with respect to such matters.

On December 15, 2025, before the opening of trading on the Nasdaq and TSX, Quipt issued a press release announcing the transaction.

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Reasons for the Arrangement; Recommendation of the Board

At a joint meeting of the Strategic Transactions Committee and the Board held on December 14, 2025:

1.

the Strategic Transactions Committee (with each of Gregory Crawford and Mark Greenberg declaring their respective interests in the transactions contemplated by the Arrangement Agreement (details of which are disclosed in the section of this Proxy Statement titled “Minority Approval Requirements”) and abstaining from voting in respect thereof) unanimously approved a resolution resolving that (a) the Arrangement is (i) in the best interests of Quipt and its stakeholders and (ii) is fair to Quipt Shareholders, and (b) the Strategic Transactions Committee recommend to the Board that the Board (i) approve the Arrangement Agreement, and (ii) make a recommendation to the Quipt Shareholders that such Quipt Shareholders vote in favor of any resolution of Quipt Shareholders approving the Arrangement, such recommendation to be made and included in the management information circular to be sent to Quipt Shareholders in connection with the Arrangement; and

​

2.

the Board unanimously (a) determined that the Arrangement is in the best interests of Quipt, (b) determined that the Consideration to be received by Quipt Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Quipt Shareholders, (c) resolved to recommend that Quipt Shareholders vote FOR in the Arrangement Resolution, and (d) approved of the execution, delivery and performance of the Arrangement Agreement and the consummation of the transactions contemplated thereby.

​

In evaluating the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement, including the Arrangement, the Board consulted with Quipt’s management and legal and financial advisors and considered a variety of factors with respect to the arrangement and the other transactions contemplated by the Arrangement Agreement, including the factors described below (not necessarily in order of importance):

•

the Board’s knowledge and understanding of Quipt and the industry in which Quipt operates, and the Board’s review of Quipt’s business, strategy, current and projected financial condition, current earnings and earnings prospects;

​

•

the strategic process that was undertaken by Quipt with the assistance of Truist with no superior proposal received within the relevant timeframe;

​

•

the Board’s knowledge of the M&A market, including as a result of the various strategic transaction processes Quipt had engaged in;

​

•

the increasing competition, consolidation and other challenges in the medical devices industry, including the significant competition that Quipt faces from companies with substantially greater size and resources, and the likely effect thereof on the business, operations, financial condition and prospects of Quipt;

​

•

the risks associated with Quipt’s execution of its strategy as an independent, publicly-traded company;

​

•

compelling, all-cash Consideration providing immediate liquidity and certainty of value to shareholders, eliminating market and execution risk inherent in Quipt’s standalone plan;

​

•

attractive premium to recent trading prices;

​

•

the respective opinions of Evans & Evans and Truist to the effect that, as of the date of their respective opinions and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the scope of their respective reviews undertaken as set forth in their respective opinions, the Consideration to be received by Quipt Shareholders in the Arrangement pursuant to the Arrangement Agreement was fair, from a financial point of view, to the Quipt Shareholders, which respective opinions are more fully described in the section titled: “The Arrangement — Opinions of Financial Advisors”;

​

•

high degree of deal certainty supported by limited and customary closing conditions, a clear path to required regulatory approvals, and committed financing in place;

​

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•

reasonable deal protections that are customary for transactions of this nature, including a fiduciary out permitting the Board to respond to unsolicited Superior Proposals and a customary Termination Fee that is not preclusive; and

​

•

Quipt Voting Agreements from a significant Quipt Shareholder and Quipt’s directors and officers, enhancing closing certainty.

​

In the course of reaching its determination, the Board considered various substantive factors and benefits of the Arrangement, each of which the Board believed supported its decision, including (not necessarily in order of importance):

•

that the $3.65 Consideration exceeded the price that the Quipt Shares have traded in the prior 52-week and three year periods and represented a 39.9% premium over the closing price of the Quipt Shares on the Nasdaq and on the TSX on December 12, 2025 (the last day the Quipt Shares traded prior to execution of the Arrangement Agreement), as well as a premium of approximately 46% to the 90-calendar-day volume-weighted average trading price for the Quipt Shares on the Nasdaq and the TSX prior to the date the Arrangement Agreement was executed;

​

•

the Board’s belief that it was unlikely that the trading price of the Quipt Shares would, in the near to medium term, yield greater value to Quipt Shareholders compared to the consideration to be received by Quipt Shareholders pursuant to the Arrangement, based on the risks of Quipt not executing its strategic plan as described in further detail below;

​

•

the $3.65 per Quipt Share to be received by Quipt Shareholders in the Arrangement is greater than any of the non-binding indicative proposals received from potential buyers in 2025, in each case, as described in the section titled “The Arrangement — Background to the Transaction” above, none of which non-binding indicative proposals resulted in a binding offer. While certain preliminary proposals included consideration in excess of $3.65, each such proposal was withdrawn, expired, or otherwise lapsed before it could be advanced or acted upon;

​

•

the Board’s belief that there was not a significant likelihood that another potential buyer would be interested in acquiring 100% of Quipt Shares at a price in excess of $3.65 per Quipt Share, based on the process conducted by Quipt with the assistance of Truist and on the Board’s knowledge and experience, and management’s on-going and active dialogue with industry participants and investors;

​

•

the consideration to be received by Quipt Shareholders pursuant to the Arrangement is payable entirely in cash and provides Quipt Shareholders with immediate liquidity and certainty of value for their investment, and removes the risks and volatility associated with owning shares of Quipt as an independent, publicly traded company;

​

•

the near-term and medium-term risks associated with execution of Quipt’s strategic plan as an independent, publicly-traded company;

​

•

the challenges Quipt has faced, largely as a result of the volatility of the markets in which it operates, in projecting future performance and meeting analysts’ and investors’ quarterly expectations;

​

•

limited available liquidity;

​

•

the uncertainty of the results of the civil investigation demand received by Quipt from the Department of Justice, issued by the U.S. Attorney’s Office for the Northern District of Georgia on September 15, 2023, related to the False Claims Act;

​

•

the Board’s belief that pursuing strategic alternatives would not yield greater value than the consideration to be received by Quipt Shareholders pursuant to the Arrangement;

​

•

the Board’s belief that the Arrangement Agreement offered reasonable assurances as to the likelihood of consummation of the Arrangement, based on:

​

•

the fact that the Arrangement Agreement is not subject to a financing condition;

​

•

the fact that Kingswood has committed equity financing for the Arrangement;

​

•

the likelihood of receiving the required regulatory approvals within the timeframe set out in the Arrangement Agreement, including by the end date, as it may be extended; and

​

37

 

•

Quipt Voting Agreements from a significant shareholder and Quipt’s directors and officers, representing 20.9% of the issued and outstanding Quipt Shares.

​

In addition, the Board also considered various procedural factors and terms of the Arrangement Agreement (not necessarily in order of importance), each of which the Board believed supported its decision, including:

•

that the Board retained its own independent financial advisor, Evans & Evans, on a fixed-fee basis and received an opinion from Evans & Evans as to the fairness, from a financial point of view, to Quipt Shareholders of the Consideration to be received by Quipt Shareholders pursuant to the Arrangement;

​

•

that each of Kingswood and Forager were separately prohibited under the terms of their respective Confidentiality Agreements with Quipt from engaging in discussions or entering into agreements or arrangements of any kind with Quipt Employees (including Executive Officers) regarding compensation arrangements of any kind without the prior written consent of the Board;

​

•

the Arrangement Agreement allows the Board to change its recommendation supporting the Arrangement at any time following the Board’s good faith determination, after consultation with its outside counsel and financial advisors, that an alternative acquisition proposal constitutes a Superior Proposal (see “The Arrangement Agreement — Recommendation Withdrawal/Termination in Connection with a Superior Proposal or Intervening Event”);

​

•

completion of the Arrangement will be subject to a judicial determination by the Court that the Arrangement is fair and reasonable;

​

•

the Arrangement Agreement must be approved by (a) no less than 662∕3% of the votes cast by shareholders present in person or represented by proxy at the Quipt Meeting, and (b) a simple majority of the votes cast on the Arrangement Resolution by Quipt Shareholders present in person or represented by proxy at the Quipt Meeting and entitled to vote at the Quipt Meeting, excluding for this purpose any votes attached to Quipt Shares held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; and

​

•

Quipt Shareholders that do not vote in favor of the Arrangement Resolution and follow certain prescribed procedures described in this Proxy Statement will, if the Arrangement is consummated, be entitled to dissent under the BCBCA and seek fair value for their shares.

​

The Board also considered a variety of risks and other potentially negative factors concerning the Arrangement Agreement and the Arrangement, including (not necessarily in order of importance):

•

that Quipt Shareholders will no longer participate in future earnings or growth of Quipt and will not benefit from any appreciation in value of Quipt to the extent that those benefits exceed the benefits reflected in the consideration to be received by Quipt Shareholders pursuant to the Arrangement;

​

•

the potential risk of diverting management attention and resources from the operation of Quipt’s business, including other strategic opportunities and operational matters, while working toward the completion of the Arrangement;

​

•

the potential negative effect on Quipt’s business, including its relationships with employees, suppliers, channel partners and customers, of the pendency of the Arrangement;

​

•

the restrictions on the conduct of Quipt’s business prior to completion of the Arrangement;

​

•

the possibility that the required regulatory approvals may not be obtained in a timely manner, which could result in the end date being extended, and the risk that required regulatory approvals may never be obtained;

​

•

that Parent and Purchaser are newly-formed entities with no assets other than, with respect to Purchaser, its rights under the Equity Commitment Letters;

​

•

the risk that the financing contemplated by the Debt Commitment Letter and the Equity Commitment Letters for the consummation of the Arrangement might not be obtained and Quipt’s inability to seek specific performance to require Parent and Purchaser to complete the Arrangement if the debt financing is not then available;

​

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•

the risk that the Arrangement may not be completed despite the parties’ efforts or that completion of the Arrangement may be unduly delayed, even if the Arrangement Resolution is approved by Quipt Shareholders, including the possibility that conditions to the parties’ obligations to complete the Arrangement may not be satisfied, and the potential resulting disruptions to Quipt’s business;

​

•

the conditions to Purchaser’s obligation to complete the Arrangement and the rights of Purchaser to terminate the Arrangement Agreement in certain circumstances;

​

•

the limitations contained in the Arrangement Agreement on Quipt’s ability to solicit additional acquisition proposals from third parties after the end of the go-shop period, as well as the fact that if the Arrangement Agreement is terminated in certain circumstances, Quipt must pay a Termination Fee to (or as directed by) Parent or reimburse Parent for certain expenses (see “The Arrangement Agreement — Termination Fees”);

​

•

that because the consideration to be paid for the Quipt Shares will be paid in U.S. dollars and that the exchange rate between U.S. dollars and Canadian dollars will fluctuate prior to the Effective Date, shareholders that validly elect to receive the Consideration in Canadian dollars cannot be certain of the value in Canadian dollars of the consideration they will receive for their Quipt Shares under the Arrangement;

​

•

that the consideration to be received by Quipt Shareholders in the Arrangement is expected to be taxable for U.S. federal income tax purposes and Canadian federal income tax purposes (See “The Arrangement — Material U.S. Federal Income Tax Consequences” and “The Arrangement — Material Canadian Federal Income Tax Consequences”); and

​

•

that Quipt’s directors and officers may have interests in the Arrangement that are different from, or in addition to, those of other shareholders, (see “The Arrangement — Interests of the Company’s Directors and Executive Officers in the Arrangement”).

​

The Board concluded that the potential negative factors associated with the acquisition of Quipt by Purchaser were outweighed by the potential benefits that the Board expects Quipt and its shareholders to achieve as a result of the Arrangement. Accordingly, the Board approved the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement, including the Arrangement.

In considering the recommendation of the Board, Quipt Shareholders should be aware that directors and Executive Officers of Quipt have interests in the Arrangement that are different from, or in addition to, any interests they might have solely as a shareholder (see “The Arrangement — Interests of the Company’s Directors and Executive Officers in the Arrangement”.)

The foregoing discussion of factors considered by the Board is not meant to be exhaustive, but includes the material factors considered by the Board in approving the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement, including the Arrangement. The Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. Rather, the members of the Board made their respective determinations based on the totality of the information presented to them, including the input from Quipt’s management and advisors, and the judgments of individual members of the Board may have been influenced to a greater or lesser degree by different factors. The Board did not undertake to make any specific determinations as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its determination on the totality of the information presented.

The Board unanimously recommends that Quipt Shareholders vote “FOR” the Arrangement Resolution.

Opinions of Financial Advisors

Opinion of Evans & Evans

In December 2025, the Strategic Transactions Committee engaged Evans & Evans pursuant to the Evans & Evans Engagement Letter, dated December 8, 2025, to act as an independent financial advisor to the Strategic Transactions Committee and to prepare the Evans & Evans Fairness Opinion in order to provide an independent opinion as to the fairness of the Consideration, from a financial point of view, to the Quipt

39

 

Shareholders. At a joint meeting of the Strategic Transactions Committee and the Board held on December 14, 2025 to consider the Arrangement and the Arrangement Agreement, Evans & Evans delivered its oral opinion (which was subsequently confirmed in writing by delivery of Evans & Evans’ written opinion dated December 14, 2025) to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its written opinion, the Consideration to be received by the Quipt Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Quipt Shareholders.

The full text of the Evans & Evans Fairness Opinion, dated as of December 14, 2025, is attached as Annex D to this Proxy Statement. The Evans & Evans Fairness Opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and the limitations on the scope of the review undertaken by Evans & Evans in rendering the Evans & Evans Fairness Opinion. The Evans & Evans Fairness Opinion was directed to the Strategic Transactions Committee of the Board (in its capacity as such) and addresses only the fairness, from a financial point of view, to the Quipt Shareholders of the Consideration as of the date of the Evans & Evans Fairness Opinion. It does not address the relative merits of the Arrangement as compared to any alternative transaction or opportunity that might be available to Quipt, nor does it address the underlying business decision by Quipt to engage in the Arrangement or the terms of the Arrangement Agreement or the documents referred to therein. The Evans & Evans Fairness Opinion does not constitute a recommendation as to how any Quipt Shareholder should vote or act with respect to the Arrangement or any matter related thereto. The summary of the Evans & Evans Fairness Opinion set forth in this Proxy Statement is qualified in its entirety by reference to the full text of the Evans & Evans Fairness Opinion. The full text of the Evans & Evans should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Evans & Evans in preparing its opinion.

In arriving at its opinion, Evans & Evans, among other things:

•

reviewed the substantially final form of the draft Arrangement Agreement and the draft Plan of Arrangement provided to Evans & Evans;

​

•

reviewed certain publicly available business and financial information concerning the Company and the industries in which it operates;

​

•

reviewed certain internal financial analyses and forecasts for the Company prepared and provided by management, including management’s forecasts for the fiscal years ending September 30, 2026 through 2030. See “— Management Projections”;

​

•

reviewed selected historical financial information of the Company, including the Company’s annual and interim public filings and draft fiscal 2025 results provided to Evans & Evans;

​

•

reviewed trading prices and trading volumes of Quipt Shares on Nasdaq and the TSX over selected periods and calculated volume-weighted average prices (“VWAPs”) for selected periods;

​

•

compared selected financial and operating information of the Company with corresponding information for certain publicly traded companies that Evans & Evans deemed relevant;

​

•

reviewed publicly available information and valuation metrics for selected precedent merger and acquisition transactions in the Company’s industry; and

​

•

performed such other financial studies and analyses and considered such other information as Evans & Evans deemed appropriate for the purposes of its opinion.

​

Evans & Evans also held discussions with certain members of Quipt’s management and Quipt’s advisors regarding, among other things, the business, operations, financial condition and prospects of the Company, the strategic review process undertaken by the Company, and the terms and background of the Arrangement.

In giving its opinion, Evans & Evans relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Evans & Evans by the Company or otherwise reviewed by or for Evans & Evans, and did not independently verify any such information. Evans & Evans did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, did not visit any of the Company’s facilities, and did not evaluate the solvency of the Company under any laws relating to bankruptcy, insolvency or similar matters. Evans & Evans relied on management

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forecasts and other prospective financial information provided by management and assumed such information was reasonably prepared on bases reflecting the best currently available estimates and judgments of management. Evans & Evans expressed no view as to such forecasts or the assumptions on which they were based. Evans & Evans also assumed that (i) the Arrangement and the other transactions contemplated by the Arrangement Agreement would be consummated as described therein, (ii) the definitive Arrangement Agreement would not differ in any material respects from the drafts reviewed, and (iii) all required governmental, regulatory and other consents and approvals necessary for the consummation of the Arrangement would be obtained without any adverse effect on the Company or on the contemplated benefits of the Arrangement. Evans & Evans is not a legal, regulatory, accounting or tax advisor and relied on the assessments of Quipt and its advisors with respect to such matters. The Evans & Evans Fairness Opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Company to proceed with the Arrangement; (ii) the relative merits of the Arrangement as compared to any alternative business strategies or transactions that might have existed for the Company; or (iii) or the effect of any other transaction in which the Company might have engaged.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses performed by Evans & Evans in connection with the Evans & Evans Fairness Opinion. The summary is not a complete description of the analyses performed or factors considered by Evans & Evans. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Accordingly, the following analyses must be considered as a whole. The summary of the financial analyses set forth below includes information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Evans & Evans. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Evans & Evans’ financial analyses and its opinion.

Trading Price Analysis

Evans & Evans reviewed the historical trading prices of Quipt Shares over the 10, 30, 90 and 180 trading days preceding the date of the Evans & Evans Fairness Opinion. Given the higher trading volume on Nasdaq relative to the TSX, Evans & Evans focused its analysis primarily on Nasdaq trading data. Over the 180 trading days prior to the date of the Evans & Evans Fairness Opinion, the closing price of Quipt Shares on Nasdaq ranged from $1.40 to $2.74 per share. The minimum, average and maximum closing prices over the 10-, 30-, 90- and 180-day periods prior to December 14, 2025 (the date of the Evans & Evans Fairness Opinion) were as follows:

Evans & Evans also considered trading liquidity and noted that, in its view, declining trading volumes made it difficult for shareholders to realize their shares’ current trading price. Evans & Evans calculated VWAPs for the 10-, 20- and 30-day periods prior to December 14, 2025, and observed that the Consideration implied premiums of approximately 46% to 55% to such VWAPs on both Nasdaq and the TSX (as presented in the Evans & Evans Fairness Opinion).

Guideline Public Company Analysis

Evans & Evans compared valuation multiples implied by the Arrangement to corresponding multiples for certain publicly traded companies that Evans & Evans deemed relevant. Evans & Evans selected

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AdaptHealth Corp., Owens & Minor, Inc. and Viemed Healthcare, Inc. as the guideline public companies it considered most comparable for this purpose. Based on publicly available information, Evans & Evans observed enterprise value (EV), equal to equity value less cash plus interest bearing debt, to trailing twelve-month revenue multiples for the guideline public companies ranging from 0.21x to 1.09x and EV to current fiscal year revenue multiples ranging from 0.74x to 1.02x. Evans & Evans also observed EV to current fiscal year EBITDA multiples for the guideline public companies ranging from 4.56x to 5.95x. Evans & Evans calculated that the Consideration implies an EV-to-fiscal 2025 revenue multiple of approximately 1.12x, which is above the EV-to-current fiscal year revenue multiples observed for the guideline public companies it reviewed, and an EV-to-fiscal 2025 unadjusted EBITDA multiple of approximately 5.8x, which is within the range of EV-to-current fiscal year EBITDA multiples observed for those guideline public companies.

Discounted Cash Flow Analysis

Evans & Evans performed a discounted cash flow (DCF) analysis based on management-provided and Board-approved prospective financial information for the fiscal years ending 2026 through 2030, supplemented by certain assumptions benchmarked against the guideline public companies. In its DCF analysis, Evans & Evans used the Company’s forecast for EBITDA and capital expenditures and relied on industry benchmarking for working capital requirements. Evans & Evans developed an estimated weighted average cost of capital (WACC) for the Company using a combination of Company-specific and industry-benchmarked data and applied a WACC range of 11% to 12%. Based on this analysis, Evans & Evans concluded that the enterprise value indicated by the DCF analysis was below the enterprise value implied by the Consideration.

Other Considerations

In arriving at its fairness conclusion, Evans & Evans also considered, among other things, (i) that Quipt conducted a strategic review process that resulted in indications of interest and negotiations that did not ultimately proceed, and that the Consideration was within the range of indications of interest received by the Company, (ii) that, in Evans & Evans’ view, Quipt Shares had not traded above the Consideration on Nasdaq or the TSX since early August 2024, and (iii) that the termination fee payable under certain circumstances was within the range of fees observed by Evans & Evans in its experience.

Other Matters

Evans & Evans has advised the Strategic Transactions Committee and the Board that it is independent of the Company and, as of the date of the Evans & Evans Fairness Opinion, Evans & Evans (i) had no present or prospective interest in Quipt, the Purchaser or any other party to the Arrangement or any entity that is the subject of the Evans & Evans Fairness Opinion, and (ii) had no personal interest with respect to any of the parties to the Arrangement. During the two-year period prior to the date of the Evans & Evans Fairness Opinion, neither Evans & Evans nor any of its affiliates was engaged to provide financial advisory or other services to the Company, Purchaser or Parent and neither Evans & Evans nor any of its affiliates received any compensation from the Company, Purchaser or Parent during such period. Other than its engagement in connection with the Evans & Evans Fairness Opinion and the related compensation and reimbursement arrangements described below, Evans & Evans did not have any other material relationship with the Company, Purchaser or Parent that was taken into account by Evans & Evans in rendering the Evans & Evans Fairness Opinion.

Evans & Evans is a corporate finance and valuation firm headquartered in Vancouver, British Columbia with experience in providing fairness opinions, valuations, financial projections and merger and acquisition advisory services. The Strategic Transactions Committee selected Evans & Evans to provide the Evans & Evans Fairness Opinion based on, among other things, its experience in these matters and its familiarity with the Company and the industries in which it operates. Details regarding Evans & Evans’ credentials and independence are set forth under the heading “Qualifications & Certification” in the Evans & Evans Fairness Opinion.

Pursuant to the Evans & Evans Engagement Letter, Quipt agreed to pay Evans & Evans a fixed professional fee for the preparation of the Evans & Evans Fairness Opinion in the amount of $34,500.00, plus reimbursement of reasonable out-of-pocket expenses and indemnification in certain circumstances. A retainer

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of $25,000.00 was payable to commence the engagement, and the balance of the professional fee plus any outstanding disbursements were due upon the earlier of (i) the completion and delivery to the Strategic Transactions Committee of the final draft form of the Evans & Evans Fairness Opinion or (ii) ten (10) days from the issuance of the draft Evans & Evans Fairness Opinion. The fee payable in connection with the Evans & Evans Fairness Opinion is not contingent on the consummation of the Arrangement or the opinion presented.

Opinion of Truist Securities, Inc.

General

In March 2025, the Board engaged Truist Securities, pursuant to an engagement letter dated March 28, 2025, to act as the Board’s exclusive financial advisor and to provide, among other things and if requested by the Board, an opinion as to the fairness, from a financial point of view, of the Consideration to be offered to Quipt or the Quipt Shareholders pursuant to a potential sale of Quipt. At the meeting of the Board and the Strategic Transaction Committee held on December 14, 2025 to consider the Arrangement and the Arrangement Agreement, Truist Securities rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated December 14, 2025) as to, as of the date of the opinion, the fairness, from a financial point of view, to the Quipt Shareholders of the Consideration to be received by such holders in the Arrangement pursuant to the Arrangement Agreement.

Truist Securities’ opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the Quipt Shareholders of the Consideration to be received by such holders in the Arrangement pursuant to the Arrangement Agreement and did not address any other aspect or implication of the Arrangement or any agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Truist Securities’ opinion in this Proxy Statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this Proxy Statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Truist Securities in preparing its opinion. However, neither Truist Securities’ written opinion nor the summary of its opinion and the related analyses set forth in this Proxy Statement is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how the Board, the Company, any Quipt Shareholder or any other person should act or vote with respect to any matter relating to the Arrangement or otherwise.

In connection with its opinion, Truist Securities conducted such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Truist Securities:

•

reviewed a draft, dated December 14, 2025, of the Arrangement Agreement, including the Plan of Arrangement;

​

•

reviewed certain publicly available business and financial information relating to the Company and the industry in which it operates;

​

•

reviewed certain other information relating to the historical, current and future business, financial condition, results of operations and prospects of the Company made available to Truist Securities by the Company, including projections with respect to the future financial performance of the Company prepared by, or discussed with, the management of the Company. See “— Management Projections”;

​

•

reviewed the financial and operating performance of the Company as compared to that of companies with publicly traded equity securities that Truist Securities deemed relevant;

​

•

had discussions with certain members of the management of the Company and with certain of its representatives and advisors regarding the business, financial condition, results of operations and prospects of the Company and the Arrangement; and

​

•

undertook such other studies, analyses and investigations as Truist Securities deemed appropriate.

​

Truist Securities relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Truist Securities’ role in reviewing such data, material and other

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information was limited solely to performing such review as Truist Securities deemed necessary and appropriate to support its opinion and such review was not conducted on behalf of the Board, the Company or any other person. Management of the Company advised Truist Securities, and Truist Securities assumed, that the Management Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Company. At the Board’s direction, Truist Securities assumed that the Management Projections provided a reasonable basis on which to evaluate the Company and the Arrangement, and at the Board’s direction, Truist Securities used and relied upon the Management Projections for purposes of its analyses and opinion. Truist Securities expressed no view or opinion with respect to the Management Projections or the assumptions on which they were based. Truist Securities further relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the dates of the information, financial or otherwise, provided to Truist Securities and that there was no information or any facts that would make any of the information discussed with or reviewed by Truist Securities incomplete or misleading.

Truist Securities also relied upon and assumed without independent verification that (a) the representations and warranties of all parties to the Arrangement Agreement and all of the documents and agreements referred to therein were true and correct; (b) each party to the Arrangement Agreement and all of the documents and agreements referred to therein would fully and timely perform all of the covenants and agreements required to be performed by such party under the Arrangement Agreement, and such other documents and agreements, as applicable; (c) the Arrangement would be consummated in accordance with the terms of the Arrangement Agreement without waiver, modification or amendment of any term, condition or agreement therein; and (d) in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Arrangement, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or the Arrangement. Truist Securities also assumed that the Arrangement Agreement, when executed by the parties thereto, would conform to the draft reviewed by Truist Securities in all respects material to its analyses and opinion.

Furthermore, in connection with its opinion, Truist Securities was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) relating to the Company or any other party to the Arrangement, nor was Truist Securities provided with any such appraisal or evaluation. Truist Securities did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject. Truist Securities did not express any opinion as to the price or range of prices at which Quipt Shares could be purchased or sold at any time.

Truist Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions as in effect on, and the information made available to Truist Securities as of, the date of its opinion. Truist Securities has no obligation to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring or information that otherwise comes to its attention after the date of its opinion.

Truist Securities’ opinion only addressed the fairness, from a financial point of view, to the Quipt Shareholders of the Consideration to be received by such holders in the Arrangement pursuant to the Arrangement Agreement and did not address any other aspects or implications of the Arrangement or any agreement, arrangement or understanding entered into in connection therewith or otherwise. Truist Securities’ opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board, the Company or any other party to proceed with or effect the Arrangement; (ii) the form, structure or any other portion or aspect of the Arrangement; (iii) the fairness of any portion or aspect of the Arrangement to the holders of any class of securities, creditors or other constituencies of the Company or any other party (other than the Quipt Shareholders in the manner set forth therein); (iv) the relative merits of the Arrangement as compared to any alternative business strategies that might have existed for the Company or any other party or the effect of any other transaction in which the Company or any other party might have engaged; (v) whether or not the Company, Purchaser, Parent or any other party was receiving or paying reasonably equivalent value in the Arrangement; (vi) the fairness of any portion or aspect of the Arrangement

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to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents or the fairness of the allocation of any consideration amongst or within classes or groups of security holders or other constituents; (vii) the solvency, creditworthiness or fair value of the Company or any other participant in the Arrangement, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters; or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or consideration payable to, or received by, any advisors, managers, officers, directors or employees of any party to the Arrangement, any class of such persons or any other party, relative to the Consideration or otherwise. In addition, Truist Securities did not provide any opinion, counsel or interpretation regarding matters requiring legal, regulatory, accounting, insurance, tax, executive compensation, environmental or other similar professional advice. Truist Securities assumed that any such opinions, counsel or interpretations, had been or would be obtained from appropriate professional sources. Furthermore, Truist Securities relied, with the Board’s consent, on the assessments by the Board, the Company and their respective advisors as to all legal, regulatory, accounting, insurance, tax, executive compensation, environmental or other matters with respect to the Company and the Arrangement.

Truist Securities’ opinion was furnished for the use of the Board (in its capacity as such) in connection with its evaluation of the Arrangement and may not be used for any other purpose without Truist Securities’ prior written consent. Truist Securities’ opinion is not intended to be, and does not constitute, a recommendation to the Board, the Company, any security holder of the Company or any other party as to how to act or vote with respect to any matter relating to the Arrangement or otherwise.

In performing its analyses, Truist Securities considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company or business used in Truist Securities’ analyses for comparative purposes is identical to the Company. The implied valuation reference ranges indicated by Truist Securities’ analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company and Truist Securities. Much of the information used in, and accordingly the results of, Truist Securities’ analyses are inherently subject to substantial uncertainty.

Truist Securities’ opinion and analyses were provided to the Board in connection with its evaluation of the proposed Arrangement and were among many factors considered by the Board in evaluating the proposed Arrangement. Neither Truist Securities’ opinion nor its analyses were determinative of the Consideration or of the views of the Board with respect to the proposed Arrangement.

The following is a summary of the material financial analyses performed by Truist Securities in connection with its opinion rendered to the Board on December 14, 2025 (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated December 14, 2025). The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Truist Securities’ analyses.

For purposes of its analyses, Truist Securities reviewed a number of financial metrics, including:

•

Adjusted EBITDA — generally, the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization and stock-based compensation expense for a specified time period, as adjusted for certain non-recurring items.

​

•

Enterprise Value — generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding dilutive options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, non-convertible preferred stock, capital lease obligations and non-controlling interests less the amount of cash and cash equivalents on its balance sheet).

​

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Selected Companies Analysis

Truist Securities considered certain financial data for selected companies with publicly traded equity securities Truist Securities deemed relevant.

Unless the context indicates otherwise (i) share prices for the selected companies listed below were based on the market price of the common stock of such companies as of December 9, 2025, (ii) the estimates of the future financial performance of the Company were based on the Management Projections, and (iii) the estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

The financial data reviewed included:

•

Enterprise Value as a multiple of estimated Adjusted EBITDA for the 2026 fiscal year, or “2026E Adjusted EBITDA”; and

​

•

Enterprise Value as a multiple of estimated Adjusted EBITDA for the 2026 fiscal year less capital expenditures, or “2026E Adjusted EBITDA less Capital Expenditures.”

​

The selected companies and the mean, median, low and high financial data were:

•

Owens & Minor, Inc.

​

•

Adapt Health Corp.

​

•

Viemed Healthcare, Inc.

​

​

1.

Owens & Minor, Inc.’s financial data was pro forma for the pending divesture of its P&HS segment for cash proceeds of approximately $375 million.

​

Taking into account the results of the selected companies analysis, Truist Securities applied selected ranges of 4.3x to 5.4x to the Company’s 2026E Adjusted EBITDA and 10.4x to 13.7x to the Company’s 2026E Adjusted EBITDA less Capital Expenditures. The selected companies analysis indicated an implied value reference range of $3.92 to $5.48 per Quipt Share based on the Company’s 2026E Adjusted EBITDA and $1.43 to $2.54 per Quipt Share based on the Company’s 2026E Adjusted EBITDA less Capital Expenditures, in each case as compared to the Consideration of $3.65 per Quipt Share in the Arrangement pursuant to the Arrangement Agreement.

Discounted Cash Flow Analysis

Truist Securities performed a discounted cash flow analysis of the Company by calculating the estimated net present value of the projected unlevered, after-tax free cash flows of the Company based on the Management Projections. Truist Securities applied a range of perpetuity growth rates of 2.00% to 4.00% and discount rates ranging from 10.75% to 12.75%. The discounted cash flow analysis indicated an implied value reference range of $1.78 to $3.80 per Quipt Share, as compared to the Consideration of $3.65 per Quipt Share in the Arrangement pursuant to the Arrangement Agreement.

Other Matters

Truist Securities was retained by the Company as its financial advisor based on Truist Securities’ experience and reputation and Truist Securities’ knowledge of the Company and its industry. Truist Securities will receive certain fees for its services to the Company, a significant portion of which is contingent upon

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consummation of the Arrangement. A fixed fee became payable upon the delivery of its opinion and the remainder of the fees is contingent upon the consummation of the Arrangement. In addition, the Company has agreed to reimburse certain expenses incurred by Truist Securities in connection with its engagement and to indemnify Truist Securities and certain related parties for certain liabilities arising out of its engagement.

Truist Securities and its affiliates may in the future provide investment banking and other financial advice and services to the Company, Purchaser, Parent, Kingswood, its subsidiaries and portfolio companies of investment funds affiliated or associated with Kingswood (collectively, with Kingswood, the “Kingswood Group”), and their respective affiliates, or other related parties, for which advice and services Truist Securities and its affiliates would expect to receive compensation. Truist Securities is a full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Truist Securities and its affiliates may acquire, hold or sell, for Truist Securities and its affiliates’ own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company, Purchaser, Parent, other members of the Kingswood Group, their respective affiliates and other related parties and any other company that may be involved in the Arrangement, as well as provide investment banking and other financial services to such companies.

Management Projections

The Company does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the Arrangement, the Company’s management, at the request of the Board, provided the Board, the Strategic Transactions Committee, Truist, and Evans & Evans and its advisors with certain non-public, unaudited prospective financial information for the fiscal years 2026 through 2030 (collectively, the “Management Projections”) reflecting the Company’s management’s best then-available estimates and judgments of the future financial performance of the Company for such periods. The Management Projections were prepared on a standalone basis and do not take into account any of the transactions contemplated by the Arrangement Agreement, including any costs incurred in connection with the Arrangement, or any changes to the Company’s operations or strategy that may be implemented after the completion of the Arrangement. As a result, actual results likely will differ, and may differ materially, from those contained in the Management Projections. You should note that the Management Projections constitute forward-looking statements.

The Company’s management provided the Management Projections to the Board and the Strategic Transactions Committee in connection with their respective evaluations of the Arrangement and to each of Truist and Evans & Evans for their use and reliance as the basis for their respective financial analyses and opinions, as described in more detail in the sections of this Proxy Statement captioned “— Opinion of Truist Securities, Inc.” and “— Opinion of Evans & Evans.” A summary of the Management Projections is included in this Proxy Statement solely to give Quipt Shareholders access to certain non-public information that was provided to the Board, the Strategic Transactions Committee, Truist, and Evans & Evans and its advisors and is not included in this Proxy Statement to influence any Quipt Shareholder to vote for the Arrangement Resolution, to vote against the Arrangement Resolution, or for any other purpose. The inclusion of this information should not be regarded as an indication that any of the Company or its affiliates, officers, directors, advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

While presented with numerical specificity, the Management Projections reflect numerous estimates and assumptions that are inherently uncertain and may be beyond the control of the Company, including, among others, Quipt’s assumptions about reimbursement changes from payors both government and private insurance, loss of payor contract, supply chain constraints, sales volume levels, operating results, competitive conditions, availability of capital resources, levels of capital expenditures, other contractual obligations, inflation and the supply of and demand for its products, as well as the other matters described in the section of this Proxy Statement captioned “Cautionary Statement Regarding Forward-Looking Statements.” The Management Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic

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revisions based on actual experience and business developments. The Company can give no assurance that the Management Projections and the underlying estimates and assumptions will be realized. In addition, since the Management Projections cover multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected. See the section of this Proxy Statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

The Management Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with GAAP, or Canadian generally accepted accounting principles, published guidelines of the SEC or Canadian securities commissions, the guidelines established by the Public Company Accounting Oversight Board, or the guidelines established by the Canadian Institute of Chartered Accountants for preparation and presentation of prospective financial information. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Management Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Management Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Management Projections, nor have they expressed any opinion or any other form of assurance on such information or their achievability. The report of the independent registered public accounting firm to the Company contained in its Annual Report on Form 10-K for the year ended September 30, 2025 relates to historical financial information of the Company, and such report does not extend to the projections included below and should not be read to do so.

Furthermore, the Management Projections do not take into account any circumstances or events occurring after the date on which they were prepared. The Company can give no assurance that, had the Management Projections been prepared as of the date of this Proxy Statement, similar estimates and assumptions would be used. Except as required by applicable law, the Company does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Management Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate or to reflect changes in general economic or industry conditions. The Management Projections do not take into account all the possible financial and other effects of the Arrangement on the Company, the effect on the Company of any business or strategic decision or action that has been or will be taken as a result of the Arrangement Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Arrangement Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Arrangement. Further, the Management Projections do not take into account the effect on the Company of any possible failure of consummation of the Arrangement. None of the Company or its Affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Quipt Shareholder or any other person regarding the Company’s ultimate performance compared to the information contained in the Management Projections or to the effect that the forecasted results will be achieved. The inclusion of the Management Projections herein should not be deemed an admission or representation by the Company or its Affiliates, officers, directors, advisors or other representatives or any other person that the Management Projections are viewed as material information of the Company, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, as well as the uncertainties inherent in any forecasted information, Quipt Shareholders are cautioned not to place undue reliance on such information, and the Company urges all of its shareholders to review its most recent SEC filings for a description of the Company’s reported financial results.

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The Management Projections are based on various assumptions, including, but not limited to, the following principal assumptions:

•

Revenue and expenses for the years 2026 through 2030 per the Company’s forecast;

​

•

Recently acquired majority ownership in Hart and acquisition of Mediserve Inc.

​

•

Impact on the Company of macroeconomic factors and industry conditions; and

​

•

The Company’s management’s expectations related to, among other things, (a) product pricing, volume and composition, (b) cost inflation, (c) working capital, (d) an assumed cyclical reduction in product pricing and volume in the projected period based on historical trends, industry forecasts and management’s judgment, and (e) the Company’s ability to invest in capital expenditure and acquisition opportunities.

​

The following table summarizes the Management Projections for the fiscal years 2026 through 2030 ($ in millions, unless otherwise stated):

Management Projections

(1)

Adjusted EBITDA means the Company’s net earnings, with adjustments to reflect the addition or elimination of certain statement of earnings items including, but not limited to: tax, interest payments, depreciation and amortization, and other items, and before stock-based compensation expense. Adjusted EBITDA is a non-GAAP financial measure and does not measure net income or net cash provided by operating activities as determined by GAAP. Please see in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K incorporated by reference in this Proxy Statement.

​

THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE MANAGEMENT PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH MANAGEMENT PROJECTIONS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Certain Effects of the Arrangement

If the Arrangement is consummated, Quipt will cease to be a publicly traded company. In addition, registration of the Quipt Shares under the Exchange Act will be terminated and Quipt will cease to file reports with the SEC and Quipt will cease to be a reporting issuer in each province and territory of Canada.

Upon the consummation of the Arrangement, each Quipt Share issued and outstanding immediately prior to the Effective Time of the Arrangement (other than any Quipt Share in respect of which the Quipt Shareholder has validly exercised his, her or its Dissent Right) will be deemed transferred to, and acquired by, Purchaser, free and clear of all Liens, in exchange for the right to receive the Consideration, as further described in the Plan of Arrangement. Quipt Shareholders who are entitled to, and who properly exercise Dissent Rights under the terms of the Interim Order, shall instead have the right to receive the fair value for their Quipt Shares under Sections 237 to 247 of the BCBCA, as modified and supplemented by the Plan of Arrangement, the Interim Order, and the Final Order, and their Quipt Shares will be deemed transferred to Quipt for cancellation, and such Quipt Shareholder will cease to be a Quipt Shareholder under which Dissent Rights were exercised, and will cease to have any rights as a Quipt Shareholder.

Upon the consummation of the Arrangement and in accordance with the provisions of the Quipt Share Compensation Plan, each outstanding Quipt Option not exercised as of immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be unconditionally vested and exercisable and such Quipt Option shall, without any further action by or on behalf of the holder of such Quipt Option, be deemed

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to be surrendered and transferred by such holder to Quipt in exchange solely for a cash payment (net of applicable withholdings pursuant to the Plan of Arrangement) from Quipt in an amount equal to the product of (i) the number of Quipt Shares underlying such Quipt Option, multiplied by (ii) the amount by which the Consideration exceeds the exercise price of such Quipt Option, and each such Quipt Option shall be immediately cancelled (however, if the exercise price of a Quipt Option is equal to or greater than the Consideration, such Quipt Option shall be cancelled without provision of any consideration and neither Quipt nor Purchaser shall be obligated to pay to the holder of such Quipt Option any amount in respect of such Quipt Option). Upon the consummation of the Arrangement and in accordance with the provisions of the Quipt Share Compensation Plan, each Quipt RSU outstanding as of immediately prior to the Effective Time (whether vested or unvested) shall, without any further action by or on behalf of the holder of such Quipt RSU, be deemed to be transferred by such holder to Quipt in exchange solely for a cash payment (net of applicable withholdings pursuant to the Plan of Arrangement) from Quipt in an amount equal to the Consideration and all Quipt RSUs shall be immediately cancelled. Notwithstanding the foregoing, Quipt and the independent members of the Board have agreed to terminate and cancel and aggregate of 250,000 of the unvested RSUs effective as of immediately prior to the Effective Time, and in consideration thereof, Quipt will pay to such independent members of the Board a lump sum cash payment in the aggregate amount of $300.00, as full consideration for the cancellation of such RSUs. In addition, and concurrently with such agreement, the Board approved the payment of a cash transaction completion bonus in the amount of $912,500 to Mr. Mehta, payable upon successful completion of the Arrangement at the Effective Time.

Following the consummation of the Arrangement, Quipt will be a wholly-owned subsidiary of the Purchaser, the rights of creditors against the property and interests of Quipt will be unimpaired by the Arrangement, and Quipt Shareholders, other than Quipt Shareholders who have validly exercised and not withdrawn Dissent Rights, will have the right to receive cash Consideration for each Quipt Share held immediately prior to the Effective Date, as provided by the Plan of Arrangement. If the Arrangement is completed, the Purchaser will be the sole beneficiary of our future earnings and growth, if any, and will be the sole Persons entitled to vote on corporate matters affecting Quipt following the Arrangement. Similarly, the Purchaser will also bear the risks of ongoing operations, including the risks of any decrease in our value after the Arrangement and the operational and other risks related to the incurrence by us of significant additional debt as described below under the section titled “The Arrangement — Financing of the Arrangement.”

The Quipt Shares are currently registered under the Exchange Act and listed and traded on the Nasdaq under the symbol “QIPT”. Quipt is also a reporting issuer in each province and territory of Canada and the Quipt Shares are listed on the TSX under the symbol “QIPT”. As a result of the Arrangement, Quipt will be a privately held corporation, and there will be no public market for the Quipt Shares. After the Arrangement, the Quipt Shares will cease to be listed and traded on the Nasdaq and the TSX, and sales of Quipt Shares in the public market will no longer be available. In addition, registration of the Quipt Shares under the Exchange Act will be terminated, Quipt will cease to file reports with the SEC and Quipt will cease to be a reporting issuer in each province and territory of Canada.

Effects on the Company if the Arrangement is Not Completed

If the Arrangement Resolution is not approved by Quipt Shareholders or if the Arrangement is not completed for any other reason, Quipt Shareholders will not receive any Consideration for their Quipt Shares in connection with the Arrangement. Instead, Quipt will remain an independent public company and the Quipt Shares will continue to be listed and traded on the Nasdaq and the TSX. In addition, if the Arrangement is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that Quipt Shareholders will continue to be subject to the same risks and opportunities as they currently are, including, among other things, general industry, economic, regulatory and market conditions. Accordingly, if the Arrangement is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Quipt Shares. Furthermore, if the Arrangement is not completed, and depending on the circumstances that caused the arrangement not to be completed, the price of the Quipt Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Quipt Shares would return to the price at which Quipt Shares trade as of the date of this Proxy Statement. From time to time, the Board will evaluate and review, among other things, the business operations, properties and capitalization of Quipt and make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Arrangement Resolution

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is not approved by Quipt Shareholders or if the Arrangement is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Quipt will be offered, or that the business, prospects or results of operations of Quipt will not be adversely impacted.

Delisting and Deregistration of Quipt Shares

If the Arrangement is completed, the Quipt Shares will cease to be registered, listed and traded on the Nasdaq and the TSX, and sales of Quipt Shares in the public market will no longer be available. In addition, registration of the Quipt Shares under the Exchange Act will be terminated and Quipt will cease to be a reporting issuer under Canadian Securities Laws.

Court Approval of the Arrangement and Completion of the Arrangement

Quipt’s Arrangement under the BCBCA requires Court approval. On January 23, 2026, Quipt obtained the Interim Order, which provides for the calling and holding of the Quipt Meeting, the Dissent Rights and other procedural matters and filed a Notice of Hearing of Petition for the Final Order to approve the Arrangement. A copy of the Interim Order and Petition are attached hereto as Annex F and Annex H, respectively. Subject to the approval of the Arrangement Resolution by Quipt Shareholders at the Quipt Meeting, the hearing in respect of the Final Order approving the Arrangement is currently anticipated to take place on or after March 5, 2026 at the Courthouse at 800 Smithe Street, Vancouver, British Columbia or as soon thereafter as counsel may be heard, or at such other date and time as the Court may direct.

At the hearing of the application for the Final Order, the Court will be requested to consider the fairness of the terms and conditions of the Arrangement. Under the terms of the Interim Order, each holder of Quipt Shares or any other interested person will have the right to appear and make submissions at the application for the Final Order, provided such person has filed with the Court and served Quipt at the address set out below, on or before 4:00 p.m. (Vancouver time) on February 26, 2026, or the Business Day that is three Business Days prior to the date of the Quipt Meeting if it is not held on March 3, 2026, a Response to Petition (“Response”), including their address for service, together with all materials on which they intend to rely at the application. The Response and supporting materials must be delivered, within the time specified, to DLA Piper (Canada) LLP, counsel to Quipt at Suite 2700, 1133 Melville Street, Vancouver, British Columbia V6E 4E5, Attention: Derek J. Bell, or by email at derek.bell@dlapiper.com

Assuming the Final Order approving the Arrangement is granted and the other conditions to Closing contained in the Arrangement Agreement are satisfied or waived to the extent legally permissible, the Arrangement will be completed to give effect to the Plan of Arrangement. Notwithstanding the approval by Quipt Shareholders of the Arrangement Resolution, Quipt reserves the right not to proceed with the Arrangement in accordance with the terms of the Arrangement Agreement.

Canadian Securities Law Matters

Quipt is a reporting issuer (or its equivalent) in all provinces and territories of Canada and accordingly is subject to the applicable Canadian Securities Laws of such provinces and territories that have adopted MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to “business combinations” that terminate the interests of securityholders without their consent.

A transaction such as the Arrangement constitutes a “business combination” for purposes of MI 61-101 if, at the time the Arrangement is agreed to, a “related party” of Quipt, such as a director or senior officer (as defined in MI 61-101) or a holder of 10% or more of any class of Quipt Shares, is entitled to receive, as a consequence of the transaction, a “collateral benefit” ​(as defined in MI 61-101).

A “collateral benefit” is broadly defined for purposes of MI 61-101 and means, subject to certain specified exclusions, any benefit that a related party of the issuer is entitled to receive, directly or indirectly, as a consequence of the transaction, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to past or future services as an

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employee, director or consultant of the issuer or of another person, regardless of the existence of any offsetting costs to the related party or whether the benefit is provided, or agreed to, by the issuer or another party to the transaction.

The definition of “collateral benefit” contains certain exclusions. In that regard, a benefit received by a related party of Quipt is not considered to be a collateral benefit if the benefit is received solely in connection with the related party’s services as an employee, director or consultant of Quipt or an affiliated entity and: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the Arrangement; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the Arrangement in any manner; (c) full particulars of the benefit are disclosed in this Proxy Statement; and (d) either (i) at the time the Arrangement was agreed to, the related party and its associated entities beneficially own or exercise control or direction over less than 1% of the each class of the outstanding Quipt Shares, or (ii) (A) if the transaction is a “business combination”, the related party discloses to an independent committee of Quipt the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the Arrangement, in exchange for equity securities beneficially owned by the related party, (B) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value referred to in (A), and (C) the independent committee’s determination is disclosed in this Proxy Statement.

As of the Record Date, for the purposes of MI 61-101, the following related parties own or exercise control or direction over the following classes of Quipt Shares, as determined in accordance with MI 61-101 and Section 1.8 of NI 62-104:

Notes:

(1)

Assumes that each Quipt RSU held by the relevant director or Executive Officer is settled in Quipt Shares and that each outstanding Quipt Option held by such individual is exercised for Quipt Shares.

​

(2)

As at the Record Date, all in-the-money Quipt Options held by directors and Executive Officers are vested. It is not expected that any unvested Quipt Options held by such individuals will receive any payment under the Arrangement.

​

(3)

Pursuant to forfeiture agreements entered into by Quipt with each of Mark Greenberg, Brian Wessel and Kevin Carter, 92,862, 80,406 and 76,732 of the Quipt RSUs, respectively, will be forfeited immediately prior to the Effective Time and terminated prior to the implementation of the Plan of Arrangement in exchange for nominal payments in the amount of $100 per individual, reducing the aggregate payments otherwise payable to these participants under the Arrangement by $912,500 in the aggregate.

​

As of the Record Date, each of the directors and Executive Officers of Quipt and their respective associated and affiliated entities beneficially own, or exercise control or direction over, less than 1% of each outstanding class of the issued and outstanding Quipt Shares (assuming in each case the exercise of Quipt

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Options held by them and taking into account all Quipt RSUs), other than: (a) Gregory Crawford (Chief Executive Officer & Director), who holds 10.28% of the outstanding Quipt Shares (assuming all relevant securities held by Gregory Crawford are settled for or exercised into Quipt Shares), (b) Hardik Mehta (Chief Financial Officer), who holds 2.93% of the outstanding Quipt Shares (assuming all relevant securities held by Hardik Mehta are settled for or exercised into Quipt Shares), and (c) Mark Greenberg (Director) (and together with Mr. Crawford and Mr. Mehta, the “Excluded Individuals”), who holds 2.26% of the outstanding Quipt Shares (assuming all relevant securities held by Mark Greenberg are settled for or exercised into Quipt Shares).

The Quipt Options are non-assignable, may have terms not exceeding ten (10) years, and have varying vesting schedules. Each Quipt RSU entitles its holder to receive, upon vesting, one (1) Quipt Share or a cash payment in lieu thereof. All unvested Quipt Options and unvested Quipt RSUs will vest in full on the Effective Time of the Arrangement. The exercise price of each unvested Quipt Option exceeds the Consideration payable per Quipt Share; accordingly, no amount is expected to be payable to the Excluded Individuals in respect of unvested Quipt Options. We estimate that the aggregate amount payable to the Excluded Individuals in respect of their unvested Quipt RSUs which the Board has approved for accelerated vesting, assuming the Effective Time of the Arrangement occurred on the date on which the Arrangement Agreement was executed (December 14, 2025), would be $3.74 million, prior to any applicable deductions and withholdings. Notwithstanding the foregoing, Quipt and the independent members of the Board have agreed to terminate and cancel and aggregate of 250,000 of the unvested Quipt RSUs effective as of immediately prior to the Effective Time, and in consideration thereof, Quipt will pay to such independent members of the Board a lump sum cash payment in the aggregate amount of $300.00, as full consideration for the cancellation of such Quipt RSUs. In addition, and concurrently with such agreement, the Board approved the payment of a cash transaction completion bonus in the amount of $912,500 to Mr. Mehta, payable upon successful completion of the Arrangement at the Effective Time.

In addition, there are possible cash severance payments, retention payments, transaction completion bonuses and other termination benefits pursuant to executive employment or bonus agreements with certain Executive Officers, including Mr. Crawford, Mr. Mehta and Mr. Roehrig.

Mr. Crawford and Mr. Mehta are each party to an executive employment agreement with QHM Holdings Inc., each effective January 1, 2025, which include (a) a change of control retention bonus that, depending on the circumstances, may be payable in an amount equal to 100% of such officer’s then-current base salary or 25% of such officer’s then-current base salary (with a potential additional 25% of then-current base salary payable at or following the first (1st) anniversary of the transaction in certain circumstances where continued employment is accepted) and (b) in certain termination scenarios, severance benefits that may include (i) twelve (12) months of base salary, (ii) the full executive bonus for the then-current year, and (iii) a cash payment intended to account for twelve (12) months of health insurance premiums or COBRA coverage (as applicable), in each case subject to the execution and non-revocation of a general release of claims.

Mr. Roehrig is party to a retention bonus agreement dated March 31, 2025 (the “Retention Bonus Agreement”) that provides for a change of control retention bonus that, depending on the circumstances, may be payable in an amount equal to 100% of then-current base salary or 25% of then-current base salary (with a potential additional 25% of then-current base salary payable at or following the first (1st) anniversary of the transaction in certain circumstances where continued employment is accepted). In all circumstances, if Mr. Roehrig is terminated for “cause” or resigns without “good reason” prior to consummation of a transaction, no amounts are payable under the Retention Bonus Agreement.

Copies of (a) the executive employment agreement with Mr. Crawford, (b) the executive employment agreement with Mr. Mehta and (c) the Retention Bonus Agreement were filed with the SEC as Exhibits 10.3, 10.4 and 10.10, respectively, to Quipt’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed on December 15, 2025, and are available on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.com.

Pursuant to forfeiture agreements entered into by Quipt with each of Mark Greenberg, Brian Wessel and Kevin Carter, 92,862, 80,406 and 76,732 Quipt RSUs, respectively, will be forfeited immediately prior to the Effective Time and terminated in connection with the implementation of the Plan of Arrangement, thereby reducing the aggregate payments otherwise payable to these participants under the Plan of Arrangement by

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$912,500. In addition, the Board has approved the payment of a cash transaction completion bonus in the amount of $912,500 to Mr. Mehta, payable upon successful completion of the Arrangement at the Effective Time.

The amount to be received in respect of the accelerated Quipt RSUs by, and retention and transaction completion bonus amounts expected to be payable to, each of the related parties may be considered to be collateral benefits received by the applicable related parties of Quipt for the purposes of MI 61-101. The following table sets out the approximate value of the benefits and other payments to be received by each of the related parties of Quipt in connection with the Arrangement:

Notes:

(1)

Includes the gross amount expected to be received in respect of 702,000 Quipt RSUs that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding) and $196,922 expected to be received as a retention payment payable on completion pursuant to Mr. Crawford’s executive employment agreement.

​

(2)

Includes the gross amount expected to be received in respect of 257,511 Quipt RSUs that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding), $166,920 expected to be received as a retention payment payable on completion pursuant to Mr. Mehta’s executive employment agreement, and a cash transaction completion bonus equal to $912,500.

​

(3)

Figures assume completion of the Arrangement and that the relevant employee (i) remains employed through completion, and (ii) is offered and accepts continued employment by the Purchaser in a commensurate role with commensurate salary and benefits. If the relevant employee either remains employed through at least the first anniversary of the Effective Date or resigns for good reason before that date, the disclosed retention payment for that individual will be doubled. If the Purchaser does not offer continued employment on such terms, the disclosed retention payment for that individual will be quadrupled. Amounts reflect retention bonuses only and are in addition to, and do not include, any severance or other termination payments or benefits. These payments are not, by their terms, conditional upon the individual supporting the Arrangement.

​

(4)

The gross amount expected to be received in respect of 65,766 Quipt RSUs (net of the Quipt RSUs expected to be forfeited pursuant to the applicable forfeiture agreement) held by Mr. Greenberg that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding).

​

(5)

Includes the gross amount expected to be received in respect of 56,946 Quipt RSUs (net of the Quipt RSUs expected to be forfeited pursuant to the applicable forfeiture agreement) held by Mr. Wessel that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding).

​

(6)

Includes the gross amount expected to be received in respect of 54,344 Quipt RSUs (net of the Quipt RSUs expected to be forfeited pursuant to the applicable forfeiture agreement) held by Mr. Carter that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding).

​

(7)

Includes the gross amount expected to be received in respect of 82,500 Quipt RSUs that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding) and $57,750 expected to be received as a retention payment payable on completion pursuant to Mr. Roehrig’s Retention Bonus Agreement.

​

(8)

Includes the gross amount expected to be received in respect of 15,000 Quipt RSUs held by Mr. Bachelder that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding).

​

(9)

Includes the gross amount expected to be received in respect of 15,000 Quipt RSUs held by Mr. Gamble that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding).

​

(10)

Includes the gross amount expected to be received in respect of 82,500 Quipt RSUs held by Mr. Miles that will accelerate on completion of the Arrangement (calculated based on the per-share consideration and subject to applicable tax withholding).

​

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None of the payments or Quipt RSU vesting acceleration described above was made or granted for the purpose, whether in whole or in part, of providing additional consideration to, or otherwise increasing the consideration payable to, any individual in respect of securities disposed of under the Arrangement, and the making or granting of such payments or acceleration is not conditional upon any such individual supporting the Arrangement. Rather, each was made or granted solely in connection with the individual’s role as an employee, director or officer of Quipt or its Subsidiaries. Any such payment or acceleration is contingent solely upon completion of the Arrangement and not upon any agreement to vote for or otherwise support it.

Minority Approval Requirements

As a result of the foregoing analysis, the “minority approval” requirements of MI 61-101 will apply in connection with the Arrangement and, in addition to obtaining approval of the Arrangement Resolution of at least 662∕3% of the votes cast by Quipt Shareholders present in person or represented by proxy and entitled to vote at the Quipt Meeting, approval will also be sought by a simple majority of the votes cast by the holders of Quipt Shares present in person or represented by proxy and entitled to vote at the Quipt Meeting, excluding the votes of the “interested parties”, “related parties of interested parties” and their “joint actors” whose votes may not be included in determining “minority approval” of a “business combination” under MI 61-101. The table below identifies the Quipt Shares (and corresponding votes) held by interested parties (or related parties of interested parties and joint actors) as at the Record Date that are excluded from the calculation of “minority approval” under MI 61-101, totaling 4,808,667 Quipt Shares:

Regulatory Approvals

Pursuant to the terms of the Arrangement Agreement, each of Purchaser, Parent, and Quipt shall each use their commercially reasonable efforts to:

(a)

obtain all Regulatory Approvals and cooperate with the other party in connection with all Regulatory Approvals sought by the other Party;

​

(b)

as regards requests or notices from any Governmental Entity required information that is relevant to the Arrangement, respond promptly and cooperate with the other party, or furnish reasonably requested information in connection with preparing a submission or response to such request or notice from a Governmental Entity; and

​

(c)

as regards applications, notices, filings, submissions, undertakings, correspondence and communication in respect of the Regulatory Approvals, unless prohibited by applicable Law, provide the other Party with draft, permit the other party a reasonable opportunity to review and comment thereon, consider those comments in good faith, and provide the other Party with final comments thereof.

​

Additionally, each party is required to, among other things:

(a)

keep the other party reasonably informed, on a timely basis, of the status of discussions relating to obtaining or concluding the required Regulatory Approvals sought by such party;

​

(b)

promptly, and in any event, within 20 Business Days of the Arrangement Agreement, make all required filings, notifications, and submissions required under the HSR Act; and

​

(c)

share equally the cost of applicable filing fees associated with the Regulatory Approvals.

​

HSR Act

Under the HSR Act, and the rules promulgated thereunder by the FTC, the Arrangement may not be completed until notification and report forms have been filed with the FTC and the Antitrust Division and the

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applicable waiting period has expired or been terminated. At any time before or after consummation of the Arrangement, notwithstanding clearance under the HSR Act, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Arrangement or seeking divestiture of substantial assets of Quipt or Purchaser or an affiliate of Purchaser.

At any time before or after the consummation of the Arrangement, and notwithstanding clearance under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the consummation of the Arrangement or seeking divestiture of substantial assets of Quipt or Purchaser or an affiliate of Purchaser. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

While there can be no assurance that the Arrangement will not be challenged by a governmental authority or private party on antitrust grounds, Quipt, based on a review of information provided by Purchaser relating to the businesses in which it and its affiliates are engaged, believes that the Arrangement can be effected in compliance with federal and state antitrust laws. On December 23, 2025 the Parties submitted to the United States Department of Justice and FTC the notifications required under the HSR Act. At 11:59 p.m. on January 22, 2026, the applicable waiting period under the HSR Act expired with respect to the transactions contemplated by the Arrangement Agreement. The expiration of the waiting period under the HSR Act constitutes receipt of the HSR Approval, although the Arrangement Agreement remains subject to other customary closing conditions, including receipt of the Required Quipt Approval. The term “antitrust laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Financing of the Arrangement

Quipt anticipates that the total funds needed to complete the Arrangement (including the funds to pay the Quipt Shareholders and to pay the aggregate cash consideration payable to holders of Quipt Options and Quipt RSUs pursuant to the Arrangement Agreement), which is expected to be approximately $172,795,961, will be funded through a combination of the following:

•

Equity commitments from the Equity Financing Sources pursuant to the Equity Commitment Letters in an aggregate amount of up to $205,000,000. For more information, see the section of this Proxy Statement titled “Financing of the Arrangement — Equity Financing.”

​

•

If required, debt financing pursuant to the Debt Commitment Letters. For more information, see the section of this Proxy Statement captioned “Financing of the Arrangement — Debt Financing.”

​

The completion of the Arrangement is not conditioned upon Parent’s or Purchaser’s receipt of financing. See also “The Arrangement Agreement — Specific Performance.”

Debt Financing

As of the date of this Proxy Statement, the Purchaser has not arranged for any debt financing to complete the Arrangement.

Equity Financing

Parent and Purchaser have received the Equity Commitment Letter from the Equity Financing Sources in an aggregate amount of up to $205,000,000.

The obligations of the Equity Financing Sources to fund their respective commitment pursuant to the Equity Commitment Letter will terminate automatically and immediately upon the earliest to occur of (1) the Closing, upon the Equity Financing Sources having funded the equity commitment in full; (2) the valid termination of the Arrangement Agreement in accordance with its terms; (3) the payment in full of any amount due when required to be paid pursuant to the Arrangement Agreement; or (4) Quipt, or any of its Affiliates, or any past, present director, officer, employee, incorporator, member, manager, partner, equity

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holder, Affiliate, agent, attorney or representative of Quipt and its Subsidiaries or any of their respective Affiliates or any successor or assign thereof, and any past, present director, officer, employee, incorporator, member, manager, partner, equity holder, Affiliate, agent, attorney, representative, successor or assign of any of the foregoing (any such Person, a “related party”) directly or indirectly, asserts, files or otherwise commences any proceeding or makes any claim against any Equity Financing Source, Parent, Purchaser or any related party thereof in connection with the Arrangement Agreement, the limited guarantee, the Equity Commitment Letters or any of the transactions contemplated thereby (including in respect of any oral representations made or alleged to be made in connection therewith), except, in the case of clause (4), for (i) a claim brought by Quipt seeking specific performance or other equitable relief to cause the Equity Financing Sources to fund in accordance with the Equity Commitment Letter and to cause Purchaser to consummate the Closing (in each case, solely to the extent permitted under Section 9.3 of the Arrangement Agreement), (ii) a claim brought by Quipt against any party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreements (as defined in the Arrangement Agreement), (iii) Quipt seeking payment of the guaranteed obligations under the limited guarantee in accordance with and subject to the terms and conditions thereof, (iv) a claim brought by Quipt against any related party (if any) that is a party to any of the Equity Commitment Letters in accordance with and subject to the terms and conditions thereof or (v) a claim brought by Quipt against any party to, and solely pursuant to the terms and conditions of, the Arrangement Agreement.

Quipt is an express third-party beneficiary of the Equity Commitment Letters for the purpose of causing the equity financing to be funded, but solely for the limited purposes of (a) seeking specific performance or other equitable relief under Section 9.3 of the Arrangement Agreement to cause Purchaser to cause each of the Equity Financing Sources to fund its commitment and to cause Purchaser to consummate the Closing (subject to the limitations in Section 9.3 of the Arrangement Agreement); (b) obtaining injunctive relief or other equitable remedies to enforce funding obligations; and (c) enforcing the guaranteed obligations (damages payable by Purchaser under Section 8.1 of the Arrangement Agreement, if any, following termination of the Arrangement Agreement in accordance with its terms), in each case in accordance with and subject to the terms and conditions of the Equity Commitment Letter and the Arrangement Agreement. In no event may the Company enforce any aspect of the Equity Commitment Letters if the Termination Fee has been paid in full in accordance with the Arrangement Agreement (except, in each case, as contemplated for Fraud, as defined and described in the Arrangement Agreement).

Guarantee

As a condition and inducement to Quipt’s willingness to enter into the Arrangement Agreement, Parent agrees to provide a full and unconditional guarantee to Quipt to cause the Purchaser to comply with all of its covenants, obligations, and undertakings under the Arrangement Agreement. Parent will be jointly and severally liable with Purchaser for the truth, accuracy and completeness of all of Purchaser’s representations and warranties under the Arrangement Agreement, and Quipt may proceed first against the Parent in respect of any such matter before exercising its rights under this guarantee against Purchaser.

Interests of the Company’s Directors and Executive Officers in the Arrangement

In considering the proposal to approve the Arrangement Resolution, Quipt Shareholders should be aware that certain of Quipt’s directors and Executive Officers have interests in the Arrangement that are different from, and/or in addition to, the interests of Quipt Shareholders generally. These interests are described in more detail below. The Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Arrangement Agreement and to recommend that Quipt Shareholders vote in favor of approving the Arrangement Resolution.

Quipt grants Quipt Options and Quipt RSUs to certain employees, members of the Board, and consultants. The Quipt Options are non-assignable, have terms not exceeding ten (10) years, and have varying vesting schedules. The Quipt RSUs entitle each holder to receive, upon vesting, one (1) Quipt Share or cash in lieu thereof. All unvested Quipt Options and unvested Quipt RSUs will vest in full on the Effective Time of the Arrangement. We estimate that the aggregate amount that would become payable to our directors and Executive Officers in consideration of their unvested Quipt RSUs, assuming the Effective Time of the

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Arrangement occurred on the date on which the Arrangement Agreement was executed (December 14, 2025), is approximately $4,860,220.

Quipt’s current named executive officers are: Gregory Crawford (Chief Executive Officer), Hardik Mehta (Chief Financial Officer), and Thomas Roehrig (Chief Accounting Officer) (collectively, the “Named Executive Officers”). Quipt’s current executive officers who are not Named Executive Officers are: David Bachelder (Executive Vice President, Operations), Patrick Gamble (Executive Vice President, Operations), and Mark Miles (Chief Compliance Officer) (the “Unnamed Executive Officers,” and together with the Named Executive Officers, the “Executive Officers,” and each, an “Executive Officer”). With regard to our Executive Officers, these interests relate to the possible receipt of the following types of payments and benefits that may be triggered by or otherwise relate to the Arrangement, assuming the Effective Time of the Arrangement occurred on the date on which the Arrangement Agreement was executed (December 14, 2025) and, where applicable, the Executive Officer experiences a qualifying termination immediately thereafter: (i) accelerated vesting of Quipt Options and Quipt RSUs; (ii) possible cash severance payments and other termination benefits pursuant to employment agreements; and (iii) the provision of indemnification and insurance arrangements. See “The Arrangement — Canadian Securities Law Matters” for a full description of the accelerated vesting of Quipt Options and Quipt RSUs and other benefits as a result of the Arrangement.

Treatment of Director and Executive Officer Equity Awards

As described in the section titled “The Arrangement Agreement — Treatment of Options and Other Awards,” the Arrangement provides that each Quipt Option and Quipt RSU will be treated as set forth below.

Treatment of Quipt Options

Upon the consummation of the Arrangement and in accordance with the provisions of the Quipt Share Compensation Plan, each outstanding Quipt Option not exercised as of immediately prior to the Arrangement (whether vested or unvested) shall be deemed to be unconditionally vested and exercisable and such Quipt Option shall, without any further action by or on behalf of the holder of such Quipt Option, be deemed to be surrendered and transferred by such holder to Quipt, in exchange solely for a cash payment (net of applicable withholdings pursuant to the Plan of Arrangement) from Quipt in an amount equal to the product of (i) the number of Quipt Shares underlying such Quipt Option, multiplied by (ii) the amount by which the Consideration exceeds the exercise price of such Quipt Option, and each such Quipt Option shall be immediately cancelled (however, if the exercise price of a Quipt Option is equal to or greater than the Consideration, such Quipt Option shall be cancelled without provision of any consideration and neither Quipt nor Purchaser shall be obligated to pay to the holder of such Quipt Option any amount in respect of such Quipt Option). As of the date of this Proxy Statement, there are 2,729,250 Quipt Options outstanding with an average weighted average exercise price of $4.02 per share (converted from Canadian dollars using the Bank of Canada exchange rate as at January 23, 2026, as the exercise prices of all outstanding Quipt Options are denominated in Canadian dollars).

Treatment of RSUs

Except as set forth in the last sentence of this paragraph, upon the consummation of the Arrangement and in accordance with the provisions of the Quipt Share Compensation Plan, each Quipt RSU outstanding as of immediately prior to the Effective Time (whether vested or unvested) shall, without any further action by or on behalf of the holder of any such Quipt RSUs, be deemed to be transferred by such holder to Quipt in exchange solely for a cash payment (net of applicable withholdings pursuant to the Plan of Arrangement) from Quipt in an amount equal to the Consideration and each such Quipt RSU shall be immediately cancelled. As of the date of this Proxy Statement, there are 2,582,627 Quipt RSUs outstanding. Notwithstanding the foregoing, 92,862 of the Quipt RSUs held by Mark Greenberg, 80,406 of the Quipt RSUs held by Brian Wessel and 76,732 of the Quipt RSUs held by Kevin Carter will not be subject to accelerated vesting as described above and, pursuant to forfeiture agreements entered into between Quipt and each such independent director, will be forfeited immediately prior to the Effective Time and cancelled in connection with the implementation of the Arrangement, in exchange for aggregate consideration in the amount of $300 ($100 per director) resulting in an aggregate reduction of $912,500 in the payments otherwise payable to these independent directors.

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Payments for Unvested Equity Awards

The following table sets forth the amounts that the three (3) non-employee directors as a group and the Unnamed Executive Officers as a group would receive with respect to unvested Quipt Options and unvested Quipt RSUs, assuming the Effective Time of the Arrangement occurred on December 14, 2025 for these purposes (and, in the case of Quipt RSUs, that a qualifying termination also occurred on such date), with such amounts calculated based on the Consideration of $3.65 per Quipt Share. The numbers below do not include any estimate of forfeitures which may occur following the date of this Proxy Statement. Depending on when the Effective Time occurs, certain equity-based awards shown in the table below may vest prior to the Effective Time in accordance with their terms.

(1)

This amount includes the estimated value that each Executive Officer or director would receive in respect of unvested Quipt Options based on the Consideration of $3.65 per Quipt Share and the assumed closing on December 14, 2025 pursuant to the terms of the Arrangement Agreement solely as a result of the Closing of the Arrangement.

​

(2)

This amount includes the estimated value that each Executive Officer or director would receive in respect of Quipt RSUs based on the Consideration of $3.65 per Quipt Share and the assumed closing on December 14, 2025.

​

(3)

This group includes Mark Greenberg, Brian Wessel and Kevin Carter.

​

(4)

This group includes Thomas Roehrig, David Bachelder, Patrick Gamble, and Mark Miles.

​

(5)

This amount takes into account the proposed termination of an aggregate of 250,000 Quipt RSUs held by the non-employee directors which are expected to be forfeited immediately prior to the Effective Time and terminated prior to the implementation of the Plan of Arrangement pursuant to forfeiture agreements entered into by Quipt with each of Mark Greenberg, Brian Wessel and Kevin Carter, reducing the aggregate payments otherwise payable to these participants under the Arrangement by $912,500.

​

Employment Arrangements

Each of the Executive Officers, including the Named Executive Officers, is party to an employment agreement or an offer letter with Quipt or one of our Affiliates, pursuant to which certain Executive Officers are entitled to payments and benefits upon certain terminations of employment, as well as bonus payments in connection with a “change of control” ​(which would include the proposed Arrangement).

Gregory Crawford.   Through QHM, Gregory Crawford is employed as the Company’s Chief Executive Officer. Pursuant to an employment agreement with QHM, effective January 1, 2025, Mr. Crawford is employed for an initial term of three (3) years, to be renewed automatically for additional one (1) year terms subject to termination or non-renewal in accordance with the terms of the employment agreement. In the event of a termination without “Cause” or with “Good Reason” ​(each, as defined therein) or a “change of control” ​(which would include the proposed Arrangement), Mr. Crawford is entitled to the following bonus payments:

(a)

if Mr. Crawford is (A) terminated within sixty (60) days prior to the closing of a “change of control” transaction, either by QHM without Cause or due to his resignation for Good Reason, or (B) not offered continued, commensurate employment (including salary and benefits) (“Commensurate Employment”) with no relocation requirement, then Mr. Crawford will be entitled to a transaction bonus in an amount equal to 100% of his then-current base salary, payable within thirty (30) days of termination or the completion of the change of control transaction, as applicable. Mr. Crawford must execute a release of claims in a form acceptable to QHM in connection with this transaction bonus;

​

(b)

if QHM terminates Mr. Crawford’s employment without Cause, or if Mr. Crawford terminates his employment with Good Reason, then Mr. Crawford will receive (i) a severance payment totaling

​

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twelve (12) months’ of Mr. Crawford’s then-current base salary, less applicable deductions and withholdings, (ii) a lump sum cash payment equal to the cost of health insurance coverage premiums due for twelve (12) months and (iii) 100% of Mr. Crawford’s bonus for the then-current year of termination, subject to Mr. Crawford executing a release of claims in a form acceptable to QHM, payable within ten (10) days of the effective date of the release, as applicable; and

(c)

if Mr. Crawford remains employed with QHM up to and until the consummation of a “change of control” transaction (including the proposed Arrangement), and if Mr. Crawford remains employed through the closing of the change of control transaction and is offered Commensurate Employment and either (A) accepts such offer of Commensurate Employment or (B) does not accept such offer of Commensurate Employment, then the transaction bonus payment would be equal to 25% of Mr. Crawford’s then-current base salary, payable within thirty (30) days of the closing of the change of control transaction; provided, that, upon the occurrence of (A), Mr. Crawford will be entitled to a supplemental transaction bonus of the same amount (i.e., the total transaction bonus would equal 50% of the then-current base salary), so long as Mr. Crawford remains employed through the one (1)-year anniversary of the closing date or Mr. Crawford is terminated without Cause or resigns for Good Reason prior to such one (1)-year anniversary.

​

Mr. Crawford’s employment agreement contains provisions addressing confidentiality, non-disclosure, non-solicitation and non-competition.

Hardik Mehta.   Through QHM, Hardik Mehta is employed as the Company’s Chief Financial Officer. Pursuant to an employment agreement with QHM, effective January 1, 2025, Mr. Mehta is employed for an initial term of three (3) years, to be renewed automatically for additional one (1) year terms, subject to termination or non-renewal in accordance with the terms of the employment agreement. In the event of a termination without “Cause” or for “Good Reason” ​(each as defined therein) or a “change of control” ​(which would include the proposed Arrangement), Mr. Mehta is entitled to the following payments:

(a)

if Mr. Mehta is (A) terminated within sixty (60) days prior to the closing of a “change of control” transaction, either by QHM without Cause or due to his resignation for Good Reason, or (B) not offered Commensurate Employment with no relocation requirement, then Mr. Mehta will be entitled to a transaction bonus in an amount equal to 100% of his then-current base salary, payable within thirty (30) days of termination or the completion of the change of control transaction, as applicable. Mr. Mehta must execute a release of claims in a form acceptable to QHM in connection with this transaction bonus;

​

(b)

if QHM terminates Mr. Mehta’s employment without Cause or if Mr. Mehta terminates his employment with Good Reason, then Mr. Mehta will (i) receive a severance payment totaling twelve (12) months’ of Mr. Mehta’s then-current base salary, less applicable deductions and withholdings, (ii) a lump sum cash payment equal to the cost of health insurance coverage premiums for twelve (12) months and (iii) 100% of Mr. Mehta’s bonus for the then-current year of termination, subject to Mr. Mehta executing a release of claims in a form acceptable to QHM, payable within ten (10) days of the effective date of the release, as applicable; and

​

(c)

if Mr. Mehta remains employed up to and until the consummation of a “change of control” transaction (including the proposed Arrangement), and if Mr. Mehta remains employed through the closing of the change of control transaction and is offered Commensurate Employment and either (A) accepts such offer of Commensurate Employment or (B) does not accept such offer of Commensurate Employment, then the transaction bonus payment would be equal to 25% of Mr. Mehta’s then-current base salary, payable within thirty (30) days of the closing of the change of control transaction; provided, that, upon the occurrence of (A), Mr. Mehta will be entitled to a supplemental transaction bonus of the same amount (i.e., the total transaction bonus would equal 50% of the then-current base salary), so long as Mr. Mehta remains employed through the one (1)‑year anniversary of the closing date or Mr. Mehta is terminated by QHM without Cause or resigns for Good Reason prior to such one (1)-year anniversary.

​

Mr. Mehta’s employment agreement contains provisions addressing confidentiality, non-disclosure, non-solicitation and non-competition.

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Thomas Roehrig.   Thomas Roehrig is employed as the Company’s Chief Accounting Officer. Mr. Roehrig’s employment is at-will for an indeterminate term. Mr. Roehrig is party to the Retention Bonus Agreement, pursuant to which, in connection with the consummation of a change of control transaction (including the proposed Arrangement), Mr. Roehrig may be entitled to a retention bonus based on the following terms and conditions. If Mr. Roehrig remains employed up to and until the consummation of a “change of control” transaction (including the proposed Arrangement), and if (a) Mr. Roehrig is (i) terminated within sixty (60) days of the closing of such transaction, either by QHM without Cause or due to his resignation for Good Reason (each as defined in the Retention Bonus Agreement), or (ii) not offered Commensurate Employment with no relocation requirement, then Mr. Roehrig will be entitled to a transaction bonus in an amount equal to 100% of his then-current base salary, payable within thirty (30) days of termination or the completion of the change of control transaction, as applicable, or (b) Mr. Roehrig remains employed through the closing of the change of control transaction and is offered Commensurate Employment and either (i) accepts such offer of Commensurate Employment or (ii) does not accept such offer of Commensurate Employment, then the transaction bonus payment would be equal to 25% of Mr. Roehrig’s then-current base salary, payable within thirty (30) days of the closing of the change of control transaction; provided, that, upon the occurrence of (b)(i), Mr. Roehrig will be entitled to a supplemental transaction bonus of the same amount (i.e., the total transaction bonus would equal 50% of the then-current base salary), so long as Mr. Roehrig remains employed through the one (1)-year anniversary of the closing date or Mr. Roehrig is terminated by QHM without Cause or due to his resignation for Good Reason prior to such one (1)-year anniversary. If Mr. Roehrig is entitled to a transaction bonus pursuant to (a)(i), the Mr. Roehrig must execute a release of claims in a form acceptable to QHM. Mr. Roehrig’s employment arrangements include provisions addressing non-competition and non-solicitation.

David Bachelder.   David Bachelder is employed as Vice President, Operations for Quipt Services Inc., and all other subsidiaries of Quipt. Mr. Bachelder is employed for an indeterminate term, subject to termination in accordance with the terms of his employment agreement. In the event of a change of control transaction of the employer or Quipt, Mr. Bachelder shall have the right to terminate his employment agreement at any time, in which case the employer must pay to Mr. Bachelder certain accrued time or unpaid vacation time, as applicable, as well as a severance payment equal to three (3) months of Mr. Bachelder’s base salary, less applicable deductions and withholdings, upon Mr. Bachelder’s execution and delivery of a full release from the employer. The severance payment will be paid in roughly equivalent installments throughout the three (3) months post-termination period in accordance with the employer’s normal payroll practices. Mr. Bachelder’s employment agreement contains provisions addressing confidentiality, non-disclosure, and non-competition.

Patrick Gamble.   Patrick Gamble is employed as the Company’s (Executive Vice President, Operations). Mr. Gamble’s employment with Quipt is at will for an indeterminate term. Mr. Gamble is not entitled to any severance or other payments that are triggered upon the occurrence of a change of control transaction. Mr. Gamble’s employment agreement contains provisions addressing non-competition and non-solicitation.

Mark Miles.   Mark Miles is employed as the Company’s Chief Compliance Officer. Mr. Miles’ employment with Quipt is at will for an indeterminate term. Mr. Miles is not entitled to any severance or other payments that are triggered upon the occurrence of a change of control transaction. Mr. Miles’s employment agreement contains provisions addressing non-competition and non-solicitation.

Indemnification and Insurance

Pursuant to the terms of the Arrangement Agreement, Quipt directors and Executive Officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Arrangement. Such indemnification and insurance coverage is further described in the section titled “The Arrangement Agreement — Indemnification and Insurance.”

Employment Arrangements After Closing

Prior to the execution of the Arrangement Agreement, Kingswood and Forager were prohibited under the terms of their respective Confidentiality Agreements with Quipt from soliciting for hire or employment, directly or indirectly, any person who was an officer or employee of Quipt or any of its Subsidiaries and Affiliates without the prior written consent of the Board. During this period, neither Kingswood nor Forager

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sought permission from the Board to have such discussions or enter into such agreements or arrangements, nor were such discussions, agreements or arrangements permitted by the Board. As of the date of this Proxy Statement, none of Quipt’s Executive Officers has an understanding regarding potential employment or other retention terms with Quipt, Purchaser, Parent or any of their respective Affiliates, other than the employment agreements described above, nor have Quipt’s Executive Officers entered into any definitive agreements or arrangements regarding employment or other retention with Quipt, Purchaser, Parent or any of their respective Affiliates, other than the employment agreements described above. However, prior to the Effective Time of the Arrangement, Purchaser, Parent or their respective Affiliates may seek to initiate discussions regarding employment, equity incentives or other retention terms and may enter into definitive agreements regarding employment or retention for certain of Quipt’s Executive Officers, to be effective as of, or after, the Effective Time of the Arrangement.

Material U.S. Federal Income Tax Consequences

The following is a general discussion of the material U.S. federal income tax consequences of the Arrangement to U.S. holders (as defined below) of Quipt Shares whose Quipt Shares are converted into the right to receive cash in the Arrangement. This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to Quipt Shareholders or to any particular holder of Quipt Shares in light of such holder’s particular facts and circumstances. For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of Quipt Shares that holds such Quipt Shares as a capital asset (generally, property held for investment) and that is, for U.S. federal income tax purposes:

•

An individual who is a citizen or resident of the United States;

​

•

a corporation (or any entity or arrangement treated as a corporation) created or organized in or under the Laws of the United States or any State thereof or the District of Columbia;

​

•

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. Person; or

​

•

an estate that is subject to U.S. federal income tax on its income regardless of its source.

​

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Quipt Shares, the tax treatment of a partner in such partnership (or other entity or arrangement treated as a partnership) for U.S. federal income tax purposes will generally depend on the status of the partner and the activities of the partnership. A partner of a partnership holding Quipt Shares is urged to consult his, her or its own tax advisor.

This discussion is based on provisions of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative decisions of the IRS, each as of the date hereof and each of which is subject to change or differing interpretation, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion applies only to beneficial owners of Quipt Shares who are U.S. holders and hold Quipt Shares as capital assets within the meaning of the Code, and it does not apply to Quipt Shares received in connection with the exercise of Quipt Options, Quipt RSUs or otherwise as compensation, Quipt Shareholders who hold an equity interest, directly, indirectly or constructively, in Purchaser or an Affiliate of Purchaser after the Arrangement, shareholders who hold, directly, indirectly or constructively, 10% or more of the total combined voting power or of the total value of the stock of the Company, or certain types of beneficial owners who may be subject to special rules (such as insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities (or investors therein), mutual funds, traders in securities who elect the mark-to-market method of accounting, shareholders subject to the alternative minimum tax, U.S. expatriates or shareholders who are former U.S. citizens or long-term U.S. residents, shareholders that have a functional currency other than the U.S. dollar, holders other than U.S. holders (except as expressly noted below in respect of backup withholding) shareholders required to report income no later than when such income is reported on an “applicable financial statement,” or shareholders who hold Quipt Shares as part of a hedge, straddle or a constructive sale or conversion transaction or other risk reduction or

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integrated transaction). In addition, this discussion does not address holders (i) that are a resident, or are deemed to be a resident, in Canada for purposes of the Tax Act, (ii) that use or hold, or are deemed to use or hold, Quipt Shares in connection with carrying on a business in Canada, (iii) whose common stock constitutes “taxable Canadian property” ​(as defined in the Tax Act) at the time of disposition, or (iv) that have a permanent establishment in Canada for purposes of the U.S.-Canada Tax Convention.

This discussion does not address the receipt of cash in connection with warrants or the cancellation of Quipt Options, Quipt RSUs, or any matters relating to equity compensation or benefit plans. This discussion also does not address any aspect of state, local, non-U.S. or other tax Laws or any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

Subject to the discussions below under the heading “The Arrangement — Passive Foreign Investment Company Considerations,” the exchange of Quipt Shares for cash in the Arrangement will be a taxable transaction to U.S. holders, including any U.S. holder that properly exercises dissent rights, for U.S. federal income tax purposes. In general, a U.S. holder whose Quipt Shares are converted into the right to receive cash in the Arrangement (or in connection with the exercise of dissent rights) will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received (in U.S. dollars or the U.S. dollar value of any Canadian dollars received, as applicable; see “Currency” herein) with respect to such shares in the Arrangement (or in connection with the exercise of dissent rights) and the U.S. holder’s adjusted tax basis in such shares (as determined in U.S. dollars) (other than, with respect to the exercise of dissent rights, amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income). Gain or loss will be determined separately for each block of shares (i.e., shares acquired at the same time and cost in a single transaction). Such gain or loss will be long-term capital gain or loss provided that a U.S. holder’s holding period for such shares is more than one year at the time of the consummation of the Arrangement. Long-term capital gains of noncorporate U.S. holders, including individuals, generally are eligible for preferential rates of taxation. There are significant limitations on the deductibility of capital losses.

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be classified as a “passive foreign investment company” ​(a “PFIC”) for any taxable year, if after the application of certain “look-through” rules, (a) at least 75% of its gross income is “passive income” as that term is defined in the relevant provisions of the Code (e.g., dividends, interest, royalties, or gains on the disposition of certain minority interests), or (b) at least 50% of the average value of its assets consists of assets that produce, or are held for the production of, “passive income.” The Company has not made a determination as to its PFIC status. If the Company were classified as a PFIC for any taxable year during which a U.S. holder held Quipt Shares, such classification could result in adverse tax consequences to such U.S. holder, and U.S. federal income tax consequences of the receipt of cash by such U.S. holder in exchange for Quipt Shares different than those described above might apply. These consequences could include having gains realized on the receipt of cash in exchange for Quipt Shares treated as ordinary income rather than capital gain and being subject to punitive interest charges on such gains. U.S. holders should consult their own tax advisors regarding the potential application of the PFIC rules to their disposition of Quipt Shares in connection with the Arrangement.

Backup Withholding and Information Reporting

Backup withholding of tax (currently at a rate of 24%) may apply to cash payments received by a non-corporate U.S. holder in the Arrangement, unless the U.S. holder or other payee provides a taxpayer identification number (social security number, in the case of individuals, or employer identification number, in the case of other U.S. holders), certifies, under penalties of perjury, that such number is correct, and otherwise complies with the backup withholding rules. U.S. holders should complete, date and sign the IRS Form W-9 included as part of the Transmittal Letter and return it to the Depositary and paying agent, in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent. Certain non-U.S. holders receiving payments at an address in the United States may be required to provide a valid Form W-8BEN, W-8BEN-E or other applicable Form W-8 to avoid backup withholding. Failure to provide a correct, completed and signed IRS

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Form W-9 or an appropriate IRS Form W-8, as applicable, may subject a holder of Quipt Shares to U.S. federal income tax withholding on any payments made to such holder pursuant to the Arrangement. All holders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding requirements and to determine which form should be used to avoid backup withholding.

Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules are generally allowable as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

Payments received in the Arrangement will also be subject to information reporting unless an exemption applies.

The U.S. federal income tax consequences set forth above are not intended to constitute a complete description of all tax consequences relating to the Arrangement. Because individual circumstances may differ, each Quipt Shareholder is urged to consult the shareholder’s tax advisor regarding the applicability of the rules discussed above to the Quipt Shareholder and the particular tax effects to the Quipt Shareholder of the Arrangement in light of such Quipt Shareholder’s particular circumstances, the application of state, local, non-U.S., and other tax Laws, and, if applicable, the tax consequences of the receipt of cash in connection with the cancellation of Quipt RSUs or Quipt Options, including the transactions described in this Proxy Statement relating to our other equity compensation and benefit plans. U.S. holders who own, directly, indirectly or constructively, 10% or more of the total combined voting power or the total value of the stock of the Company should consult with their tax advisors regarding the tax consequences to them and the effect of any election under Section 338(g) of the Code that may be made by Purchaser or any of its Affiliates with respect to the Company or any of its Subsidiaries in connection with the consummation of the Arrangement, as well as any alternatives for mitigating any adverse tax consequences to such holders potentially resulting therefrom (including the desirability of selling their Quipt Shares prior to the consummation of the Arrangement).

Material Canadian Federal Income Tax Consequences

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax consequences in respect of the Arrangement generally applicable to a Quipt Shareholder who is the non-registered owner of Quipt Shares and who, for the purposes of the Tax Act and at all relevant times, holds such Quipt Shares as capital property, deals at arm’s length and is not affiliated with either Quipt or Purchaser (“Holder”). Quipt Shares will generally be capital property to a Holder unless the Holder holds such Quipt Shares in the course of carrying on a business of trading or dealing in securities or acquired such Quipt Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade. Certain Canadian resident Holders whose Quipt Shares might not otherwise be considered capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Quipt Shares and all other “Canadian securities” as defined in the Tax Act owned by such Holder in the taxation year in which the election is made and in all subsequent taxation years deemed to be capital property. Such holders should consult their own tax advisors regarding whether an election under subsection 39(4) is available and advisable in their particular circumstances.

This summary does not address the tax consequences to a holder who is a non-registered owner of Quipt Options or Quipt RSUs. Such holders should consult their own tax advisors.

This summary is not applicable to a Holder (i) that is a “financial institution” as defined in the Tax Act for the purposes of the “mark-to-market” rules; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) an interest in which would be a “tax shelter investment” within the meaning of the Tax Act; (iv) who has acquired Quipt Shares on the exercise of an employee stock option; (v) who reports “Canadian tax results” within the meaning of Section 261 of the Tax Act in a currency other than Canadian currency; (vi) that is exempt from tax under the Tax Act; or (vii) that has entered into a “derivative forward agreement” as defined in the Tax Act in respect of the Quipt Shares. Such Holders should consult their own tax advisors.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder in force as of the date hereof, and Quipt’s understanding, based on publicly available materials published in writing prior to the date hereof, of the current administrative practices of the Canada Revenue Agency (“CRA”). This summary also takes into account all specific proposals to amend the Tax Act and the regulations

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thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all Tax Proposals will be enacted in the form proposed. However, there can be no assurance that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in Law or administrative practice, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax consequences described herein. Consequently, Holders may wish to consult their own tax advisors for advice regarding the income tax consequences to them of disposing of their Quipt Shares pursuant to the Arrangement, having regard to their own particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax Laws.

This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder and no representations with respect to any particular Holder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Consequently, Holders may wish to consult their own tax advisors for advice regarding the income tax consequences to them of disposing of their Quipt Shares pursuant to the Arrangement, having regard to their own particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax Laws.

For the purposes of the Tax Act, all amounts must be expressed in Canadian dollars including the adjusted cost base and proceeds of disposition. Amounts denominated in U.S. dollars must be converted into Canadian dollars based upon the exchange rates as determined in accordance with the Tax Act.

Holders Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for purposes of the Tax Act and any applicable income tax treaty (a “Resident Holder”).

Disposition of Quipt Shares Under the Arrangement

Generally, a Resident Holder who disposes of Quipt Shares to Purchaser under the Arrangement will realize a capital gain (or capital loss) to the extent that the proceeds of disposition received by the Resident Holder for such Quipt Shares under the Arrangement, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of such Quipt Shares immediately before the disposition and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under “Holders Resident in Canada — Capital Gains and Losses”.

Capital Gains and Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Holder in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year against taxable capital gains realized by the Resident Holder in such taxation year. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be carried back and deducted in any of the three preceding taxation years or carried forward indefinitely and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such years, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Quipt Share may be reduced by the amount of any dividends received or deemed to be received at or before such time on the Quipt Shares, subject to and in accordance with the provisions of the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or a beneficiary of a trust that owns Quipt Shares or where a partnership or trust, of which the corporation is a member or beneficiary, is a member of a partnership or a beneficiary of a trust that owns Quipt Shares. Resident Holders to whom these rules may apply should consult their own tax advisors.

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Capital gains realized by individuals or trusts, other than certain trusts, may give rise to alternative minimum tax under the Tax Act. Resident Holders should consult their own tax advisors with respect to the potential application of the alternative minimum tax.

Dissenting Resident Holders

As described in the section titled “Dissenting Shareholders’ Rights,” a Resident Holder who has validly exercised that Resident Holder’s Dissent Rights (“Dissenting Resident Holder”) will be considered to have disposed of its Quipt Shares to Quipt and will be entitled to receive a payment from Quipt of an amount equal to the fair value of the Quipt Shares held by such Dissenting Resident Holder. The Dissenting Resident Holder will be deemed to have received a taxable dividend equal to the amount by which the amount received for the Quipt Shares (less an amount in respect of interest, if any, awarded by the Court) exceeds its paid-up capital of such Quipt Shares (as determined under the Tax Act).

Where a Dissenting Resident Holder is an individual (including certain trust), any deemed dividend will be included in computing such Dissenting Resident Holder’s income and will be subject to the gross-up and dividend tax credit rules normally applicable to dividends received from a taxable Canadian corporation (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by Quipt as “eligible dividends” ​(as defined in the Tax Act). There may be limitations on the ability of Quipt to designate dividends as eligible dividends. In the case of a Dissenting Resident Holder that is a corporation, any deemed dividend will be included in income and generally will be deductible in computing taxable income. However, in some circumstances, the amount of any such deemed dividend realized by a corporation may be treated as proceeds of disposition or as a capital gain and not as a dividend under subsection 55(2) of the Tax Act. Dissenting Resident Holders that are corporations should consult their own tax advisors in this regard.

“Private corporations” and “subject corporations” ​(as defined in the Tax Act) may be liable for additional refundable Part IV tax on any dividend deemed to have been received to the extent such dividends are deductible in computing the Dissenting Resident Holder’s taxable income for the year.

A Dissenting Resident Holder will also be considered to have disposed of such Dissenting Resident Holder’s Quipt Shares for proceeds of disposition equal to the amount paid to such Dissenting Resident Holder less an amount in respect of interest, if any, awarded by the Court and the amount of any deemed dividend (as described above). A Dissenting Resident Holder may realize a capital gain (or sustain a capital loss) to the extent that such proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base of the Quipt Shares to the Dissenting Resident Holder and reasonable costs of disposition. See “Holders Resident in Canada — Capital Gains and Losses” for further details. Any interest awarded by a Court must be included in the Dissenting Resident Holder’s income for the purposes of the Tax Act.

Additional Refundable Tax

A Resident Holder that is throughout the year a “Canadian-controlled private corporation” ​(as defined in the Tax Act), or that at any time in a taxation year is or is deemed to be a “substantive CCPC” ​(as defined in the Tax Act) may be liable to pay an additional tax on its “aggregate investment income” ​(as defined in the Tax Act and refundable in certain circumstances), including taxable capital gains and interest income.

Alternative Minimum Tax

Taxable dividends received (or deemed to have been received) and capital gains realized by an individual or a trust (other than certain trusts) may give rise to a liability for alternative minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the potential application of alternative minimum tax having regard to their own particular circumstances.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax convention, and at all relevant times, is not and has not been a resident or deemed to be a resident of Canada and does not use or hold, and is not deemed to use or hold, the Quipt

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Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is (i) an insurer carrying on business in Canada and elsewhere or (ii) an “authorized foreign bank,” as defined in the Tax Act. Such Non-Resident Holders should consult their own tax advisors.

Disposition of Quipt Shares Under the Arrangement

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain, or entitled to deduct any capital loss, realized on the disposition of Quipt Shares to Purchaser under the Arrangement unless such Quipt Shares constitute “taxable Canadian property” ​(as defined in the Tax Act) to the Non-Resident Holder and do not constitute “treaty-protected property” ​(as defined in the Tax Act).

Generally, a Quipt Share will not be taxable Canadian property to a Non-Resident Holder at the time of disposition provided that such Quipt Share is listed on a designated stock exchange within the meaning of the Tax Act (which currently includes the TSX and the Nasdaq) at that time, unless (i) the Non-Resident Holder, Persons with whom the Non-Resident Holder does not deal at arm’s length, partnerships in which the Non-Resident Holder or a non-arm’s length Person holds a membership interest directly or indirectly through one or more partnerships or any combination of the foregoing, owned 25% or more of the issued shares of any class or series in the capital of Quipt at any time during the 60-month period immediately preceding that time, and (ii) more than 50% of the fair market value of the Quipt Shares was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada, (b) “timber resource property” (within the meaning of the Tax Act), (c) “Canadian resource property” ​(within the meaning of the Tax Act) or (d) options in respect of, or interests in, or for civil law rights in, any of the foregoing, whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, a Quipt Share could be deemed to be taxable Canadian property.

Even if the Quipt Shares are taxable Canadian property to a Non-Resident Holder at the time of disposition, a taxable capital gain resulting from the disposition of the Quipt Shares will not be included in computing the Non-Resident Holder’s income for the purposes of the Tax Act if the Quipt Shares constitute “treaty-protected property.” Quipt Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such property would, because of an applicable income tax treaty to which Canada is a signatory, be exempt from tax under Part I of the Tax Act. In the event that Quipt Shares constitute taxable Canadian property but not treaty-protected property to a particular Non-Resident Holder, the tax consequences as described above under “Material Canadian Federal Income Tax Consequences — Holders Resident in Canada — Disposition of Quipt Shares Under the Arrangement” will generally apply. A Non-Resident Holder who disposes of taxable Canadian property that is not treaty protected property should consult its own tax adviser, including with regard to any Canadian income tax reporting requirement arising from the Arrangement.

Dissenting Non-Resident Holders

As described in the section titled “Dissenting Shareholders’ Rights,” a Non-Resident Holder who has validly exercised that Non-Resident Holder’s Dissent Rights (“Dissenting Non-Resident Holder”) will be considered to have disposed of its Quipt Shares to Quipt and will be entitled to receive a payment from Quipt of an amount equal to the fair value of the Non-Resident Dissenting Holder’s Quipt Shares. The Dissenting Non-Resident Holder will be deemed to have received a taxable dividend equal to the amount by which the amount paid to the Dissenting Non-Resident Holder for the Quipt Shares (less an amount in respect of interest, if any, awarded by the Court) exceeds its paid-up capital of such Quipt Shares (as determined under the Tax Act). The amount of the deemed dividend will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend unless the rate is reduced under the provisions of an applicable income tax treaty or convention between Canada and the Dissenting Non-Resident Holder’s country of residence. For example, under the Canada — United States Income Tax Convention (the “U.S. Treaty”), a Non-Resident Holder who is resident in the U.S. for purposes of the U.S. Treaty and who is entitled to the benefits of the U.S. Treaty will generally be subject to Canadian withholding tax at a rate of 15% of the amount of such dividends (or 5% of the amount of such dividends if the Non-Resident Holder is a company that holds at least 10% of the voting stock of Quipt).

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A Dissenting Non-Resident Holder will also be considered to have disposed of the Quipt Shares for proceeds of disposition equal to the amount paid to such Dissenting Non-Resident Holder less an amount in respect of interest, if any, awarded by the Court and the amount of any deemed dividend, and will be subject to tax under the Tax Act on any gain realized as described in the section titled “Material Canadian Federal Income Tax Consequences — Holders Not Resident in Canada — Disposition of Quipt Shares Under the Arrangement”.

A Non-Resident Dissenting Holder will not be subject to Canadian withholding tax on any amount of interest that is awarded by a court provided such interest is not “participating debt interest” ​(as defined in the Tax Act).

Certain Relationships Between Purchaser and Quipt

There are no material relationships between Purchaser or any of its Affiliates, on the one hand, and Quipt or any of its Affiliates, on the other hand, other than in respect of the Arrangement Agreement and those arrangements described above under the section titled “The Arrangement — Background to the Transaction,” “The Arrangement — Interests of the Company’s Directors and Executive Officers in the Arrangement,” “The Arrangement — Financing of the Arrangement,” and “The Arrangement — Limited Guarantee”, and the transactions described below under the section titled “Drive.”

Drive

Quipt maintains a commercial relationship with Drive, a vendor that supplies DME to Quipt in the ordinary course of business. Drive is wholly owned by Kingswood.

During Quipt’s fiscal years ended September 30, 2024 and 2025 and for the three months ended December 31, 2025, Quipt purchased products from Drive in the aggregate amounts of approximately $9.9 million, $10.2 million and $3.2 million, respectively. All purchases from Drive have been made on arm’s length terms.

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THE PARTIES TO THE ARRANGEMENT

Quipt

Quipt is a provider of DME and HME in the United States. Quipt specializes in delivering effective in-home treatments for managing various chronic conditions, with a primary focus on respiratory diseases. Quipt’s comprehensive solutions support patients dealing with heart and pulmonary diseases, sleep apnea, reduced mobility, and other chronic health challenges. Currently, Quipt serves patients across 26 states in the United States.

Quipt’s primary business objective is to create shareholder value by becoming one of the largest providers of in-home respiratory solutions in the United States. This will be achieved through a dual strategy of driving organic growth in its core business and expanding its geographical footprint via strategic acquisitions of DME and HME providers. Quipt’s growth plan focuses on aggregating patients in existing or complementary markets, both through acquisitions and by capturing market share from competitors. Leveraging compliance technology, Quipt enhances patient compliance with ongoing training and follow-up, while streamlining the delivery and setup of equipment and devices to improve speed and ease for patients.

Quipt generally operates under a shared services model which results in obtaining cost efficiencies, technology improvements and synergies across the acquisitions and the various business units where possible. The Company is focused on the implementation of technology solutions for the acquired subsidiaries.

Quipt’s principal executive office is located at 1019 Town Drive, Wilder, Kentucky 41076, and its telephone number at that location is (859) 300-6455.

Additional information concerning Quipt is included in the Quipt reports incorporated by reference in this Proxy Statement. See the section titled “Where You Can Find More Information.” The Quipt Shares are listed on the Nasdaq, trading under the symbol “QIPT”, and on the TSX, trading under the symbol “QIPT”.

Purchaser

Purchaser, a company existing under the Laws of British Columbia, and Parent, a Delaware limited liability company were formed solely for the purpose of effecting the Arrangement and the transactions related to the Arrangement. Purchaser and Parent have not engaged in any business except in furtherance of this purpose. Purchaser is currently a wholly owned subsidiary of Parent, and Parent is currently owned and controlled by funds affiliated with Kingswood, formed solely to effect the Arrangement. Both Purchaser and Parent will be owned and controlled by Kingswood at the time of the consummation of the Arrangement.

The principal executive office of Purchaser is c/o Kingswood Capital Management, L.P., 11812 San Vicente Blvd., Suite 604, Los Angeles, California 90049, and its telephone number at that location is (424) 200-6600.

The principal executive office of Parent is 11812 San Vicente Blvd., Suite 604, Los Angeles, California 90049, and its telephone number at that location is (424) 200-6600.

Kingswood partners with leading middle-market companies that stand to benefit from its capital and extensive operating resources. Kingswood embraces complexity and believes it is well-positioned to support businesses at inflection points in their development to enhance value, with demonstrated experience in executing public to private transactions. Based in Los Angeles, Kingswood is a cohesive, entrepreneurial team with a long history of shared success developing “win-win” partnerships with its portfolio companies and management teams. The principal place of business and principal office of Kingswood is 11812 San Vicente Blvd., Suite 604, Los Angeles, California 90049. The business telephone number of Kingswood is (424) 200-6600. Purchaser has advised us that neither Purchaser nor its affiliates owns or controls Quipt Shares.

Kingswood and Forager have agreed that in connection with the Arrangement, Forager will contribute cash in an amount to be determined to an indirect parent company of Purchaser and an indirect wholly owned subsidiary of Kingswood, in exchange for a non-controlling equity interest in Parent. Parent shall be managed by a board of managers controlled by Kingswood, which will initially consist of up to five natural persons, three of which shall be selected by Kingswood and two of which shall be selected by Forager, subject to certain limited exceptions. Forager and its affiliates own or exercise control or direction over 4,199,562 Quipt Shares, representing approximately 9.5% of the Quipt Shares outstanding as of January 23, 2026.

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THE QUIPT MEETING

This Proxy Statement is furnished in connection with the solicitation of proxies by our directors in connection with the Quipt Meeting of Quipt Shareholders relating to the Arrangement.

Date, Time and Place of the Quipt Meeting

The Quipt Meeting is scheduled to be held as follows:

Proposals to be Considered at the Quipt Meeting

At the Quipt Meeting, you will be asked to vote on a proposal to approve the Arrangement Resolution, which includes approval of the Arrangement Agreement and the Plan of Arrangement. A copy of the Arrangement Agreement has been filed under Quipt’s profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. A copy of the Plan of Arrangement is attached as Annex B to this Proxy Statement.

Record Date

We have fixed January 22, 2026 as the Record Date for the Quipt Meeting, and only Registered Quipt Shareholders on the Record Date are entitled to vote at the Quipt Meeting. On the Record Date, there were approximately 44,329,972 Quipt Shares outstanding and entitled to vote.

Voting Rights; Quorum; Vote Required for Approval

Each Quipt Share entitles its holder to one (1) vote on all matters properly coming before the Quipt Meeting.

The presence of at least one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued Quipt Shares entitled to be voted at the Quipt Meeting, constitute a quorum. In the event that a quorum is not present at the Quipt Meeting within one-half hour from the time set for the holding of the Quipt Meeting, it is expected that the Quipt Meeting will be adjourned to the same day in the next week at the same time and place. Broker non-votes are not counted as present for the purpose of determining whether a quorum is present and are included in the number of shares present or represented and voting on each matter.

The Arrangement Resolution must be approved by the affirmative vote of not less than (i) 662∕3% of the votes cast on the Arrangement Resolution by Quipt Shareholders present in person or represented by proxy at the Quipt Meeting, and (ii) a simple majority of the votes cast on the Arrangement Resolution by Quipt Shareholders present in person or represented by proxy at the Quipt Meeting and entitled to vote at the Quipt Meeting, excluding for this purpose any votes attached to Quipt Shares held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, in each case as modified by the Interim Order. For the proposal to approve the Arrangement Resolution, you may vote FOR or AGAINST. Abstentions, broker non-votes and Quipt Shares which are not voted will have no effect on the vote to approve the Arrangement Resolution.

Furthermore, directors and Executive officers of Quipt, who collectively hold approximately 11.3% of all issued and outstanding Quipt Shares, have entered into Quipt Voting Agreements with the Purchaser pursuant to which they have agreed to vote all their Quipt Shares at the Quipt Meeting in favor of the Arrangement, subject to certain conditions. Additionally, Forager has entered into a Quipt Voting Agreement with the Purchaser pursuant to which it has agreed, among other things, to vote its Quipt Shares, which represent approximately 9.5% of all issued and outstanding Quipt Shares, in favor of the Arrangement, subject to certain conditions. Pursuant to a Cooperation Agreement between Quipt and KWM, entered into on March 3, 2025, KWM has agreed to vote its shares in accordance with the recommendation of the Board and as such, will be required to vote its shares in favor of the approval of the Arrangement. As of KWM’s most recent report

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on Schedule 13D, KWM reported beneficially owned 1,928,225 Quipt Shares, which represent approximately 4.4% of all issued and outstanding Quipt Shares as of May 28, 2025.

Voting and Revocation of Proxies

If you are a Registered Quipt Shareholder and are unable to attend the Quipt Meeting, please date and execute the proxy for the Quipt Meeting and deposit it with Computershare Investor Services Inc. by (i) mail, Attention: Proxy Department, 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6, (ii) telephone by entering the 15 digit control number (as found on the Notice) at 1 (866) 732-8683 (Canada and the U.S. only) or (312) 588-4290 (outside Canada and the U.S.), or (iii) online by entering the 15 digit control number (as found on the Notice) at www.investorvote.com, before 10:00 a.m. (ET) on February 27, 2026, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Quipt Meeting. We encourage Quipt Shareholders currently planning to participate in the Quipt Meeting to submit their votes or form of proxy in advance so that their votes will be counted in the event of technical difficulties. Quipt Shareholders may also confirm their proxy vote by telephone or online at www.investorvote.com. Full voting instructions are included within the form of proxy.

Proxies received by 10:00 a.m. (ET) on February 27, 2026, and not revoked or superseded before being voted, will be voted at the Quipt Meeting. Where a specification is indicated by the proxy, it will be voted in accordance with the specification. If you sign your proxy card without indicating your vote, your shares will be voted “FOR” the approval of the Arrangement Resolution in accordance with the recommendations of the Board on any other matters properly brought before the Quipt Meeting for a vote. Signing the enclosed form of proxy or VIF gives authority to the validly named proxyholder or the proxy named in the proxy card to vote the Quipt Shares governed by such proxy at the Quipt Meeting in accordance with the instructions provided therein.

The Quipt Shares represented by a duly submitted proxy or voting instruction form will be voted at the Quipt Meeting by a validly named proxyholder or the proxies identified in the proxy card in accordance with the instructions set forth in the completed form of proxy or voting instruction form.

If you hold your Quipt Shares in your name as a Registered Quipt Shareholder, you may change or revoke your proxy in any one of the following ways:

•

by re-voting at a subsequent time by Internet or by telephone following the instructions on the enclosed proxy card;

​

•

by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

​

•

by delivering a signed revocation letter to Robbie Grossman, Quipt’s Secretary, at Quipt’s mailing address on the appearing in this Proxy Statement before the Quipt Meeting, which states that you have revoked your proxy; or

​

•

by attending the Quipt Meeting and voting by ballot. Attending the Quipt Meeting will not in and of itself revoke a previously submitted proxy. You must specifically vote by ballot at the Quipt Meeting in order for your previous proxy to be revoked.

​

Your latest dated proxy card, Internet or telephone vote is the one that is counted.

If you are a non-registered Quipt Shareholder and your shares are held in “street name” by an Intermediary such as a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

Please do not send in your share certificates with your proxy card. If you are a Registered Quipt Shareholder, you will have received a separate Transmittal Letter with detailed instructions for exchanging your share certificates for the Consideration.

Rights of Shareholders Who Object to the Arrangement

Pursuant to the Interim Order, registered holders of Quipt Shares will have a right to dissent under Sections 237 to 247 of the BCBCA, as modified and supplemented by the Plan of Arrangement, the Interim

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Order, and the Final Order, in respect of the Arrangement Resolution and to be paid an amount equal to the fair value of their Quipt Shares. See the section titled “Dissenting Shareholders’ Rights” as well as Annex B, Annex E and Annex F to this Proxy Statement.

Solicitation of Proxies

This proxy solicitation is being made by and on behalf of the Board and management of Quipt. In addition, we have retained the Solicitation Agent to assist in the solicitation. We will pay the Solicitation Agent, Carson Proxy Advisors, a maximum of approximately C$60,000 in the aggregate, plus out-of-pocket expenses for its assistance. We may request additional services from the Solicitation Agent on an as needed basis. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These Persons will not be paid additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the non-registered owners of Quipt Shares that the brokers and fiduciaries hold of record. We will reimburse them for their reasonable out-of-pocket expenses. In addition, we will indemnify the Solicitation Agent against any losses arising out of that firm’s proxy soliciting services on our behalf.

Appointment of Proxyholder

If you do not come to the Quipt Meeting, you can still vote your Quipt Shares by appointing someone who will be there to act as your proxyholder at the Quipt Meeting. You can appoint the Persons named in the enclosed form of proxy, who are directors or officers of Quipt. Alternatively, you can appoint any other person to attend the Quipt Meeting as your proxyholder. Such other person need not be a shareholder. If you do not fill a name in the blank space in the enclosed form of proxy, the Persons named in the form of proxy are appointed to act as your proxyholder. Regardless of who you appoint as your proxyholder, you can either instruct that Person or company how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy. In order to be valid, you must return the completed form of proxy by 10:00 a.m. (ET) on February 27, 2026 or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment(s) or postponement(s) of the Quipt Meeting, to our Transfer Agent, Computershare Investor Services Inc. by (i) mail, Attention: Proxy Department, 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6, (ii) telephone by entering the 15 digit control number at 1 (866) 732-8683 (Canada and the U.S. only) or (312) 588-4290 (outside Canada and the U.S.), or (iii) online by entering the 15 digit control number at www.investorvote.com, before 10:00 a.m. (ET) on February 27, 2026, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Quipt Meeting. If the Quipt Shares are registered in more than one name, all registered persons must sign the form of proxy. If the Quipt Shares are registered in a company’s name or any name other than your own, you must provide documents showing your authorization to sign the proxy form for that company or name. We encourage Quipt Shareholders currently planning to participate in the Quipt Meeting to submit their votes or form of proxy in advance so that their votes will be counted in the event of technical difficulties. Quipt Shareholders may also confirm their proxy vote by telephone or online at www.investorvote.com. Full voting instructions are included within the form of proxy.

If you are a Registered Quipt Shareholder, please also complete the accompanying letter of transmittal in accordance with the instructions included therein, date, sign and return it to the Depositary, Computershare Investor Services Inc., in the envelope provided, together with the certificate(s) representing such Registered Quipt Shareholders’ Quipt Shares (if applicable) and any other required documents. The letter of transmittal contains complete instructions on how to exchange the certificate(s) representing a Registered Quipt Shareholder’s Quipt Shares (if applicable) for the Consideration payable for such Registered Quipt Shareholder’s Quipt Shares pursuant to the Plan of Arrangement. Registered Quipt Shareholders will not receive their Consideration under the Arrangement until after the Arrangement is completed and until such Registered Quipt Shareholder has returned their properly completed documents, including the letter of transmittal, and the certificate(s) representing such Registered Quipt Shareholder’s Quipt Shares (if applicable). Please do NOT enclose or return your certificate(s) with your form of proxy.

If you are a Registered Quipt Shareholder, please also complete the accompanying letter of transmittal in accordance with the instructions included therein, date, sign and return it to the Depositary, Computershare Investor Services Inc., in the envelope provided, together with the certificate(s) representing such Registered

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Quipt Shareholders’ Quipt Shares (if applicable) and any other required documents. The letter of transmittal contains complete instructions on how to exchange the certificate(s) representing a Registered Quipt Shareholder’s Quipt Shares (if applicable) for the Consideration (as defined in the Proxy Statement) payable for such Registered Quipt Shareholder’s Quipt Shares pursuant to the Plan of Arrangement. Registered Quipt Shareholders will not receive their Consideration under the Arrangement until after the Arrangement is completed and until such Registered Quipt Shareholder has returned their properly completed documents, including the letter of transmittal, and the certificate(s) representing such Registered Quipt Shareholder’s Quipt Shares (if applicable). Please do NOT enclose or return your certificate(s) with your form of proxy.

Beneficial Ownership, NOBOs, and OBOs

Advice to Non-Registered Quipt Shareholders

The information in this section is of significant importance to many Quipt Shareholders, as a substantial number of Quipt Shareholders do not hold Quipt Shares in their own name. In Canada, the vast majority of such common shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the U.S., these common shares are registered under the name of Cede & Co. (the nominee of the Depository Trust Company (“DTC”), which processes transfers of stock certificates on behalf of the DTC). Only Registered Quipt Shareholders or the Persons they appoint as their proxies are permitted to attend and vote at the Quipt Meeting in-person and only forms of proxy deposited by Registered Quipt Shareholders will be recognized and acted upon at the Quipt Meeting. Quipt Shares beneficially owned by a non-registered Quipt Shareholder are registered either: (i) in the name of an intermediary (an “Intermediary”) with whom the non-registered Quipt Shareholder deals in respect of the Quipt Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency and/or central securities depository (each, a “Clearing Agency”) of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Quipt Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-registered Quipt Shareholders do not appear on the list of the Registered Quipt Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Quipt Shareholders

In accordance with the requirements of National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), Quipt has distributed copies of the notice of meeting, this Proxy Statement, the form of proxy, the letter of transmittal, and any other materials relating to the Quipt Meeting (collectively, the “Meeting Materials”) to the applicable Clearing Agency and Intermediaries for onward distribution to non-registered Quipt Shareholders as well as directly to NOBOs (as defined below).

Non-registered Quipt Shareholders fall into two categories — those who object to their identity being known to the issuers of the securities that they own (“OBOs”) and those who do not object to their identity being made known to the issuers of the securities that they own (“NOBOs”). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and Quipt or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Quipt Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Quipt Shares on your behalf.

Quipt’s OBOs, as well as NOBOs to whom Quipt or its agent has not sent the Meeting Materials directly, can expect to be contacted by their Intermediary.

Voting by Non-Registered Quipt Shareholders

The Quipt Shares held by non-registered Quipt Shareholders can only be voted or withheld from voting at the direction of the non-registered Quipt Shareholder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Quipt Shares on behalf of non-registered Quipt Shareholders. Accordingly, each non-registered Quipt Shareholder (including NOBOs and OBOs) should submit voting instructions as soon as possible and, in any event, in accordance with the instructions and by the deadline set

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out on the VIF or other voting instruction materials received by such non-registered Quipt Shareholder. Where voting instructions are to be returned to an Intermediary, the deadline established by the Intermediary may be earlier than the deadline applicable to Registered Quipt Shareholders.

Quipt has elected to send the Meeting Materials directly to NOBOs and has elected to pay for the delivery of the Meeting Materials to OBOs through Intermediaries, in each case in accordance with NI 54-101. As a result, NOBOs may receive voting instruction materials directly from Quipt or its agent, or from their Intermediary, depending on the manner in which such materials were delivered. OBOs can expect to receive voting instruction materials through their Intermediary. In all cases, non-registered Quipt Shareholders should carefully follow the applicable voting and return instructions provided with their materials in order to ensure that their Quipt Shares are voted at the Quipt Meeting.

Applicable regulatory policy requires Intermediaries to seek voting instructions from non-registered Quipt Shareholders in advance of meetings in which they are able to vote. The various Intermediaries have their own mailing procedures and provide their own return instructions to non-registered Quipt Shareholders, which should be carefully followed by non-registered Quipt Shareholder in order to ensure that their Quipt Shares are voted at the Quipt Meeting. Often, the form of proxy supplied to a non-registered Quipt Shareholder by its Intermediary is identical to the form of proxy provided to Registered Quipt Shareholders; however, its purpose is limited to instructing the Intermediary how to vote on behalf of the non-registered Quipt Shareholder.

Non-registered Quipt Shareholders will receive either a VIF or, less frequently, a form of proxy. The purpose of these forms is to permit non-registered Quipt Shareholders to direct the voting of the Quipt Shares they beneficially own. Non-registered Quipt Shareholders should follow the procedures set out below, depending on the type of form they receive.

1.

Voting Instruction Form.   In most cases, a non-registered Quipt Shareholder will receive, as part of the Meeting Materials, a VIF. If the non-registered Quipt Shareholder does not wish to attend and vote at the Quipt Meeting (or have another Person attend and vote on the non-registered Quipt Shareholder’s behalf), the VIF must be completed, signed and returned in accordance with the directions on the VIF (or, in the case of a NOBO to whom Quipt or its agent has sent the Meeting Materials directly, in accordance with the directions provided with such Meeting Materials).

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2.

Form of Proxy.   Less frequently, a non-registered Quipt Shareholder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile or stamped signature) that is restricted as to the number of Quipt Shares beneficially owned by the non-registered Quipt Shareholder but which is otherwise not completed. If the non-registered Quipt Shareholder does not wish to attend and vote at the Quipt Meeting (or have another Person attend and vote on the non-registered Quipt Shareholder’s behalf), the non-registered Quipt Shareholder must complete and sign the form of proxy in accordance with the directions on the form.

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Although a non-registered Quipt Shareholder may not be recognized directly at the Quipt Meeting for the purposes of voting Quipt Shares registered in the name of an Intermediary or a Clearing Agency, a non-registered Quipt Shareholder may attend the Quipt Meeting as proxyholder for the Registered Quipt Shareholder who holds Quipt Shares beneficially owned by such non-registered Quipt Shareholder and vote such Quipt Shares as proxyholder. A non-registered Quipt Shareholder who wishes to attend the Quipt Meeting and to vote their Quipt Shares as proxyholder for the Registered Quipt Shareholder who holds Quipt Shares beneficially owned by such non-registered Quipt Shareholder should (a) if they received a VIF, follow the directions indicated on the VIF (or other voting instruction materials); or (b) if they received a form of proxy, strike out the names of the Persons named in the form of proxy and insert the non-registered Quipt Shareholder’s (or its nominee’s) name in the blank space provided.

Non-registered Quipt Shareholders should contact the Intermediary through which they hold Quipt Shares and obtain instructions regarding the procedure for the revocation of any voting or proxyholder instructions previously provided to that Intermediary. Non-registered Quipt Shareholders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

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