What the changes say
- AdaptHealth faces new regulatory threats regarding continuous glucose monitor reimbursement and potential tariff impacts on medical equipment.
- The company highlighted increased risks from information system integration issues and capitated agreement expenses.
- Goodwill decreased from $2.7 billion to $2.5 billion.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
confidential or sensitive information or intellectual property and could cause operational or business delays that may materially impact AdaptHealth’s ability to provide various healthcare services
Information system disruptions, security breaches, or integration difficulties could cause operational delays and regulatory issues affecting AdaptHealth's healthcare services.
- NewRisks Related to Our Business and Industry
AdaptHealth’s results of operations may be adversely impacted if expenses under capitated agreements exceed revenues
Upfront investments in capitated agreements with managed care providers could result in losses if care-related expenses exceed fixed advance payments.
- NewRisks Related to Our Business and Industry
Medicare and Medicaid reimbursement generally remains available through a shutdown, we may experience delays in payment for services rendered and other effects related to government agencies operating at reduced capacity
A Department of Commerce investigation initiated on September 2, 2025, under Section 232 could lead to tariffs on imported medical equipment and consumables.
- NewRisks Related to Regulation
If CMS pursued payment reductions to Medicare’s payment rates for CGMs and supplies or takes other actions recommended by the OIG-HHS in its November 2025 report regarding CGMs, AdaptHealth’s revenue, financial condition and results of operations could be negatively impacted
An OIG report from November 2025 recommending Medicare payment reductions for continuous glucose monitors and supplies could negatively impact revenue.
- NewRisks Related to Our Securities
accurate and reliable manner. In addition, we have incurred, and may incur, costs to remediate material weaknesses in our internal control over financial reporting
Unresolved material weaknesses in internal control over financial reporting could subject AdaptHealth to adverse regulatory consequences and harm stock value.
- NewRisks Related to Our Securities
The timing and amount of AdaptHealth’s share repurchases are subject to a number of uncertainties that could negatively impact the value of AdaptHealth’s shares and its liquidity
Share repurchases authorized by the board are subject to market conditions and uncertainties regarding timing and amount.
- NewRisks Related to Our Securities
The Business Combination closed on November 8, 2019. In connection with the Business Combination, the name of the combined company was changed to AdaptHealth Corp
AdaptHealth must make payments under the Tax Receivable Agreement equal to 85% of net cash tax savings realized.
Dropped
- DroppedRisks Related to Our Financial Condition
We will continue to incur significant expenses and administrative burdens as a result of being a public company, which could have a material adverse effect on AdaptHealth's business, financial condition and results of operations
- DroppedRisks Related to Our Securities
AdaptHealth’s board of directors previously authorized a share repurchase program for up to $200.0 million of AdaptHealth’s Common Stock, which expired on December 31, 2023. As of December 31, 2023, $43.3 million was repurchased under the share repurchase program
Reworded
- 86% rewrittenRisks Related to Our Securities
We are required to make payments under the Tax Receivable Agreement for certain tax benefits we may claim, and the amounts of such payments could be significant
Updated to cross-reference the Tax Receivable Agreement details following the Business Combination closing.
- 68% rewrittenRisks Related to Our Securities
We may not be able to effectively maintain controls and procedures required by Section 404 of the Sarbanes-Oxley Act that are applicable to us or remediate material weaknesses
Added disclosure that the independent registered public accounting firm must formally attest to internal control effectiveness.
Was: We may not be able to effectively maintain controls and procedures required by Section 404 of the Sarbanes-Oxley Act that are applicable to us or remediate existing material weaknesses
- 62% rewrittenRisks Related to Our Business and Industry
Reliance on relatively few suppliers for the majority of AdaptHealth's patient service equipment and supplies could adversely affect its ability to operate
Added trade policy developments and ongoing investigations regarding potential tariffs on imported medical equipment.
- 60% rewrittenRisks Related to Our Business and Industry
AdaptHealth has been, and may continue to be, negatively impacted by inflation and rising interest rates
Added uncertainty regarding AdaptHealth's ability to pass increased costs onto customers to offset inflation.
Was: AdaptHealth has been negatively impacted by inflation and rising interest rates
- 58% rewrittenRisks Related to Our Business and Industry
Changes made by payors to the way they cover products supplied by AdaptHealth could have an adverse impact on AdaptHealth’s revenue and operations
Added reference to the 2026 Final Rule where CMS announced bundled monthly rental payments for certain CGMs and insulin pumps.
- 51% rewrittenRisks Related to Regulation
Significant reimbursement reductions and/or exclusion from markets or product lines could adversely affect AdaptHealth
Retained prior descriptions of the DMEPOS Competitive Bidding Program history without major substantive text alterations.
- 50% rewrittenRisks Related to Our Financial Condition
If AdaptHealth were required to write down all or part of its goodwill, its net earnings and net worth could be materially adversely affected
Updated recorded goodwill from $2.7 billion at December 31, 2024, to $2.5 billion at December 31, 2025.
- 45% rewrittenRisks Related to Regulation
While AdaptHealth cannot predict what Medicare payment rates or coverage determinations will be in effect in future years, changes to payment rates or benefit coverages may materially impact its financial condition and results of operations
Updated Congressional actions to note that in November 2025, Congress enacted Public Law No. 119-37 setting PAYGO scorecards to zero.
- 31% rewrittenRisks Related to Our Business and Industry
Changes in governmental or private payor supply replenishment schedules could adversely affect AdaptHealth
- 27% rewrittenRisks Related to Regulation
Actual or perceived failures to comply with applicable data protection, privacy and security, and consumer protection laws, regulations, standards and other requirements could adversely affect AdaptHealth's business, results of operations and financial condition
- 27% rewrittenRisks Related to Regulation
If CMS requires prior authorization or implements changes in documentation necessary for AdaptHealth’s products, AdaptHealth’s revenue, financial condition and results of operations could be negatively impacted
All 46 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Reliance on relatively few suppliers for the majority of AdaptHealth's patient service equipment and supplies could adversely affect its ability to operate62% rewritten
- 02Supply chain disruptions and economy-wide labor shortages in the U.S. have negatively impacted, and may continue to negatively impact, AdaptHealth’s businesses
- 03AdaptHealth has been, and may continue to be, negatively impacted by inflation and rising interest rates60% rewritten
- 04confidential or sensitive information or intellectual property and could cause operational or business delays that may materially impact AdaptHealth’s ability to provide various healthcare servicesNew
- 05AdaptHealth’s results of operations may be adversely impacted if expenses under capitated agreements exceed revenuesNew
- 06AdaptHealth’s payor contracts are subject to renegotiation or termination, which could result in a decrease in AdaptHealth’s revenue or profits
- 07Changes made by payors to the way they cover products supplied by AdaptHealth could have an adverse impact on AdaptHealth’s revenue and operations58% rewritten
- 08Changes in governmental or private payor supply replenishment schedules could adversely affect AdaptHealth31% rewritten
- 09If AdaptHealth fails to manage the complex and lengthy reimbursement process, its revenue, financial condition and results of operations could suffer
- 10AdaptHealth generates a significant portion of its revenue from the provision of sleep therapy equipment and supplies to patients, and AdaptHealth’s success is therefore highly dependent on its ability to furnish these items
- 11AdaptHealth may be adversely affected by consolidation among health insurers and other industry participants
- 12AdaptHealth may be adversely affected if it is unable to maintain current levels of collectability, and the deterioration of the financial condition of AdaptHealth’s payors or disputes with third parties could have a significant negative impact on its financial condition and results of operations
- 13If AdaptHealth is unable to maintain or develop relationships with patient referral sources, its growth and profitability could be adversely affected
- 14AdaptHealth experiences competition from numerous other sleep therapy equipment, home respiratory, mobility equipment and diabetes medical devices and supplies providers, and this competition could adversely affect its revenues and its business
- 15Changes in medical equipment technology and development of new treatments may cause AdaptHealth’s current equipment or services to become obsolete
- 16The use or anticipated use of artificial intelligence (“AI”) technologies, including generative AI, by us or third parties, could result in reputational harm, competitive harm, and legal liability, and may increase or create new operational risks
- 17AdaptHealth's ability to successfully operate its business is largely dependent upon the efforts of key personnel of AdaptHealth, including senior management, the loss of any of whom could negatively impact AdaptHealth's operations and financial results
- 18AdaptHealth’s strategic growth plan, which historically involved the acquisition of other companies, may not succeed
- 19Medicare and Medicaid reimbursement generally remains available through a shutdown, we may experience delays in payment for services rendered and other effects related to government agencies operating at reduced capacityNew
- 20AdaptHealth’s current insurance program is expensive to maintain and may expose it to unexpected costs and negatively affect its business, financial condition and results of operations, particularly if it incurs losses not covered by its insurance or if claims or losses differ from its estimates
Risks Related to Regulation
- 21AdaptHealth’s revenue could be impacted by federal and state changes to reimbursement and other Medicaid and Medicare policies
- 22While AdaptHealth cannot predict what Medicare payment rates or coverage determinations will be in effect in future years, changes to payment rates or benefit coverages may materially impact its financial condition and results of operations45% rewritten
- 23AdaptHealth’s operations are subject to various state and federal fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute, the federal Stark Law and the federal False Claims Act. These laws may impact, among other things, AdaptHealth’s sales, marketing and education programs
- 24Failure by AdaptHealth to successfully design, modify and implement technology-based and other process changes to maximize productivity and ensure compliance could ultimately have a significant negative impact on AdaptHealth’s financial condition, reputation and results of operations
- 25If CMS requires prior authorization or implements changes in documentation necessary for AdaptHealth’s products, AdaptHealth’s revenue, financial condition and results of operations could be negatively impacted27% rewritten
- 26If CMS pursued payment reductions to Medicare’s payment rates for CGMs and supplies or takes other actions recommended by the OIG-HHS in its November 2025 report regarding CGMs, AdaptHealth’s revenue, financial condition and results of operations could be negatively impactedNew
- 27Reimbursement claims are subject to audits by various governmental and private payor entities from time to time and such audits may negatively affect AdaptHealth’s revenue, financial condition and results of operations
- 28Significant reimbursement reductions and/or exclusion from markets or product lines could adversely affect AdaptHealth51% rewritten
- 29Failure by AdaptHealth to maintain required licenses and accreditation could impact its operations
- 30Actual or perceived failures to comply with applicable data protection, privacy and security, and consumer protection laws, regulations, standards and other requirements could adversely affect AdaptHealth's business, results of operations and financial condition27% rewritten
- 31AdaptHealth may be adversely affected by global climate change or by legal, regulatory or market responses to such change
Risks Related to Our Financial Condition
- 32If AdaptHealth were required to write down all or part of its goodwill, its net earnings and net worth could be materially adversely affected50% rewritten
- 33AdaptHealth may not be able to generate sufficient cash flow to cover required payments or comply with financial and operating covenants under its long-term debt and long-term operating leases
- 34AdaptHealth may need additional capital to fund its operating subsidiaries and finance its growth, and AdaptHealth may not be able to obtain it on acceptable terms, or at all, which may limit its ability to grow
- 35AdaptHealth’s only significant asset is its ownership of AdaptHealth Holdings, and such ownership may not be sufficient to generate the funds necessary to meet its financial obligations or to pay any dividends on its Common Stock
Risks Related to Our Securities
- 36We may not be able to effectively maintain controls and procedures required by Section 404 of the Sarbanes-Oxley Act that are applicable to us or remediate material weaknesses68% rewritten
- 37accurate and reliable manner. In addition, we have incurred, and may incur, costs to remediate material weaknesses in our internal control over financial reportingNew
- 38Fluctuations in the price of AdaptHealth’s securities could contribute to the loss of all or part of your investment
- 39The timing and amount of AdaptHealth’s share repurchases are subject to a number of uncertainties that could negatively impact the value of AdaptHealth’s shares and its liquidityNew
- 40Certain of AdaptHealth's principal stockholders have significant influence over us
- 41Because AdaptHealth has no current plans to pay cash dividends on its Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it
- 42We are required to make payments under the Tax Receivable Agreement for certain tax benefits we may claim, and the amounts of such payments could be significant86% rewritten
- 43The Business Combination closed on November 8, 2019. In connection with the Business Combination, the name of the combined company was changed to AdaptHealth CorpNew
- 44In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement
- 45We will not be reimbursed for any payments made to TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed
- 46The interests of the TRA Holders in our business may conflict with the interests of our stockholders
Other AdaptHealth 10-Ks
- FY2024 10-K risk factors41 risks
AdaptHealth relies heavily on government reimbursement, particularly Medicare and Medicaid, for the majority of its healthcare revenues. The company depends heavily on sleep therapy equipment, generating about 41% of net revenue from CPAP supplies. Operations face significant compliance requirements under healthcare fraud and abuse laws like the Anti-Kickback Statute.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.