Amendment: SEC Form SCHEDULE 13D/A filed by AdaptHealth Corp.
$AHCO
Medical/Nursing Services
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
AdaptHealth Corp. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
Gregory Belinfanti
c/o One Equity Partners, 510 Madison Avenue, 19th Floor
New York, NY, 10022
(212) 277-1500
c/o One Equity Partners, 510 Madison Avenue, 19th Floor
New York, NY, 10022
(212) 277-1500
Jeremy S. Liss
c/o Kirkland & Ellis LLP, 98 S.E. 7th Street, Suite 700
Miami, FL, 33131
(305) 432-5600
c/o Kirkland & Ellis LLP, 98 S.E. 7th Street, Suite 700
Miami, FL, 33131
(305) 432-5600
Ross M. Leff
c/o Kirkland & Ellis LLP, 601 Lexington Avenue
New York, NY, 10022
(212) 446-4800
c/o Kirkland & Ellis LLP, 601 Lexington Avenue
New York, NY, 10022
(212) 446-4800
Jeremy S. Liss
c/o Kirkland & Ellis LLP, 333 West Wolf Point Plaza
Chicago, IL, 60654
(312) 862-2000
c/o Kirkland & Ellis LLP, 333 West Wolf Point Plaza
Chicago, IL, 60654
(312) 862-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/10/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
OEP AHCO Investment Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock, par value $0.0001 per share ("Common Stock") outstanding as of February 20, 2026, as reported in the Issuer's Annual Report on Form 10-K ("Form 10-K") filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
One Equity Partners VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
One Equity Partners VII-A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
One Equity Partners VII-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
OEP VII Project A Co-Investment Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
OEP VII Project A-I Co-Investment Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
OEP VII General Partner, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
OEP VII GP, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Richard Cashin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,864,871.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The reported percentage is calculated based on 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
AdaptHealth Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
555 EAST NORTH LANE, SUITE 5075, CONSHOHOCKEN,
PENNSYLVANIA
, 19428. | |
Item 1 Comment:
This Amendment No. 4 (this "Amendment") to Schedule 13D, which amends the Schedule 13D filed with the SEC on July 10, 2020 (the "Schedule 13D"), as amended by Amendment No. 1 (the "First Amendment") to Schedule 13D filed with the SEC on August 10, 2020, Amendment No. 2 (the "Second Amendment") to Schedule 13D filed with the SEC on August 24, 2020, and Amendment No. 3 (the "Third Amendment") to Schedule 13D filed with the SEC on August 31, 2020, is being filed by the Reporting Persons (as defined below) with respect to shares of Common Stock of the Issuer. Capitalized terms used herein but not defined have the meanings ascribed to them in the Schedule 13D, as amended by the First Amendment, Second Amendment, and Third Amendment. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated as follows:
This Amendment is filed jointly on behalf of the entities and persons described in this Item 2(a), all of whom are together referred to herein as the "Reporting Persons."
(i) OEP AHCO Investment Holdings, LLC, a Delaware limited liability company ("Investor")
(ii) One Equity Partners VII, L.P., a Cayman Islands exempted limited partnership ("OEP VII LP")
(iii) One Equity Partners VII-A, L.P., a Cayman Islands exempted limited partnership ("OEP VII-A LP")
(iv) One Equity Partners VII-B, L.P., a Delaware limited partnership ("OEP VII-B LP")
(v) OEP VII Project A Co-Investment Partners, L.P., a Delaware limited partnership ("OEP VII Project A LP")
(vi) OEP VII Project A-I Co-Investment Partners, L.P. , a Delaware limited partnership ("OEP VII Project A-I LP" and, together with OEP VII LP, OEP VII-A LP, OEP VII-B LP and OEP VII Project A LP, the "Parallel Funds")
(vii) OEP VII General Partner, L.P., a Cayman Islands exempted limited partnership ("OEP VII GP")
(viii) OEP VII GP, L.L.C., a Cayman Islands limited liability company ("OEP VII GP LLC")
(ix) Richard Cashin | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby supplemented as follows:
The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5.
Ownership percentages set forth in this Schedule 13D assume 135,914,816 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Form 10-K filed with the SEC on February 24, 2026. As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 15,864,871 shares of Common Stock, which represents approximately 11.7% of the total outstanding Common Stock.
The reported securities are directly held by Investor. Investor is owned by the Parallel Funds. The general partner of each of the Parallel Funds is OEP VII GP, and the general partner of OEP VII GP is OEP VII GP LLC. The six member investment committee of OEP VII GP acts by majority vote, which majority must include Richard Cashin. Accordingly, Richard Cashin may be deemed to have voting and investment discretion, and beneficial ownership, of the reported securities.
Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any shares of Common Stock referred to herein for purposes of the Act, or for any other purpose. | |
| (b) | Item 5(b) of the Schedule 13D is hereby supplemented as follows:
The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. | |
| (c) | Item 5(c) of the Schedule 13D is hereby supplemented as follows:
Within the prior 60 days, the Reporting Persons acquired shares of Common Stock in the market transactions set forth in Exhibit 7 attached hereto. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 of Item 7 of the Schedule 13D is hereby amended and restated and Item 7 is hereby supplemented as follows:
Exhibit 1 Joint Filing Agreement, dated March 12, 2026.
Exhibit 6 Signature Page, dated March 12, 2026.
Exhibit 7 Transactions by the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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