AdaptHealth Corp

Item 1A. Risk Factors

Except as set forth below, there have been no material changes to the Company's risk factors disclosed under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the SEC on May 5, 2026. Any of those factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Centers for Medicare Medicaid Services (CMS) actions to impose temporary enrollment moratoria and heightened scThe pending sale of our Diabetes Health business may not be completed on the anticipated timeline, or at all.

On July 19, 2026, we announced that we entered into an agreening for certain DMEPOS supplier types could limitment to sell substantially all of the assets related to our ability to expand, pursue acquisitions, or maintain eDiabetes Health business (the Divestiture). We expected operational flexibility and could increase o the closing of the Divestiture to occur compliance costs.

In Febrin the first quary ter of 2026, CMS annou7, although there can be no assuranced ts as to the impositiontiming of a 6-month nationwide temporary morthe closing or that the Divestiture will be completed at all. The completion of the Sale is subject to regulatorium ony review under the Medicare enrollHart-Scott-Rodino Antitrust Improvement s Act of certain DMEPOS medical supply company supplier types, with the stated objective of comb1976, as amended, and other customary closing conditions. Such conditions, some of which are beyond our control, may not be sating fraud, waste, and abuse. The moratorium genersfied or waived in a timely manner, or at ally applies. Any failure to new enrollments and new practice locations forcomplete the Divestiture could result in, among things, failure to achieve the full strategic and financial anticipated benefits of the specified supplier types, may bDivestiture and an adverse impact to the market price of our common stock to the extended in additional six-month increments,t that the current market price reflects and CMS indicated it assumption that the Divestiture will closely scrutinize enrollment applications during the moratorium period, including through site visitsbe completed. In addition, we have expended and will continue to expend significant management time and resources and other verification activities. Although the moratorium is generally direchave incurred and will continue to incur significant expenses due to advisory fees related at newly enrollto the sale.

If the pending suppliers, it could adversely affect our ale of our Diabetes Health business to the extent we seek to (i) open new locais completed, we may not achieve the anticipated benefits of the transaction, and the completions or o of therwise undertake  Divestiture may expansion initiatiose us to new risks.

Even if the Dives that requititure new supplier enrollments or specialty classifications, (ii) acquire, consolidatis completed, we may be unable to achieve the full strategic and financial anticipated benefits of the Divestiture, or integrate DME operations in a manner that triggers a new enrollment requirement, or (iii) acquiincluding the expected use of net proceeds to pay down debt and the deployment of capital toward higher growth and higher margin businesses in our core supplier entities that are required to re-enroll as a resultbusinesses. We may not achieve these or other anticipated benefits for a variety of ownership changes. In particular, CMS highlightedreasons, including among other things, the possibility that certain non-exempt changes in majority ownership within a defined period may require terminatiowe receive less net proceeds than we expect, that we may not benefit as expected from the increased focus on of existing billing privilegesur core businesses, and re-enrollment acosts a new supplier, and CMS statednd expenses that the moratorium would prohibit re-enrollmentmay be incurred in such circumstances for covered supplier types. Moconnection with the sale process. Failure broadly, the announcement reflects an enhancto achieve some or all of the anticipated program integrity postbenefits of the Divestiture toward portions , or the delay of the DMEPOSachievement of supplier sector, and similar CMS actions in the future, including extensch benefits, could adversely affect our business, financial conditions, expans, or results of operations to .

In additional supplier categories, or o, following the expected closing of ther enrollment Divestiture, and screening initiubject to the limitatives, couldons set forth increase administrative burden, delay growth the transaction agreement, we agreed to initiatives, heighten audit and investigdemnify the buyer for, among other things, breaches of representation risk, and result in enrollment denials or other adverse acs, warranties, covenants and agreements and excluded assets and excluded liabilities, and a portions. Any  of the purchase developments could materially adversely impact the Companys abilityprice will be escrowed at closing to secure such indemnification obligations. We also expect to open new lochave continuing obligations and consummate new acquipursuant to the transitions, and therefore ma services agreement to be enterially adversely impact ted into between the Company's revenue, financial and the buyer at closing. These ongoing condition, mmitments may

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results of operations,duce our ability to fully realize cost savings and cash flows.efficiency initiatives that we would otherwise be able to implement following the closing of the Divestiture.