Form 8-K

8-K — Aveanna Healthcare Holdings, Inc.

Accession: 0001193125-26-222735

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001832332

SIC: 8082 (SERVICES-HOME HEALTH CARE SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — avah-20260514.htm (Primary)

EX-99.1 (avah-ex99_1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: avah-20260514.htm · Sequence: 1

8-K

0001832332false00018323322026-05-142026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

Aveanna Healthcare Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40362

81-4717209

(State or Other Jurisdiction

of Incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

400 Interstate North Parkway SE, Atlanta, Georgia

(Address of Principal Executive Offices)

30339

(Zip Code)

(770)-441-1580

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

AVAH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 14, 2026, Aveanna Healthcare Holdings Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), issued a press release announcing its financial results for the three-month period ended April 4, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The information contained in this Current Report on Form 8-K, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated May 14, 2026 announcing the Company’s financial results for the three-month period ended April 4, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AVEANNA HEALTHCARE HOLDINGS INC.

Date: May 14, 2026

By:

/s/ Deborah Stewart

Deborah Stewart

Chief Accounting Officer

(Principal Accounting Officer)

EX-99.1

Filename: avah-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

AVEANNA HEALTHCARE HOLDINGS ANNOUNCES FIRST

QUARTER FINANCIAL RESULTS AND REVISED 2026 GUIDANCE

•

First Quarter Revenue was $647.9 million, a 15.9% increase over the prior year period

•

First Quarter Net income was $41.7 million compared to $5.2 million for the prior year period

•

Adjusted EBITDA for Q1 2026 was $84.4 million, a 25.2% increase over the prior year period

•

Increased Full Year 2026 Revenue guidance to between $2.56 and $2.58 billion, updated from between $2.54 and $2.56 billion

Increased Full Year 2026 Adjusted EBITDA guidance to between $328 and $332 million, updated from between $318 and $322 million

Atlanta, Georgia (May 14, 2026) – Aveanna Healthcare Holdings Inc. (NASDAQ: AVAH), a leading, diversified home care platform focused on providing care to medically complex, high-cost patient populations, today announced financial results for the three-month period ended April 4, 2026.

Jeff Shaner, Chief Executive Officer, commented, “Q1 reflects the strength and resiliency of our business model with an impressive start to 2026. Our first quarter results saw revenue and adjusted EBITDA increase 15.9% and 25.2%, respectively, when compared to the prior year period, and our guidance has been revised to reflect the positive momentum we see in 2026. Our Preferred Payor and Government Affairs strategies underpin the continued growth across all of our business segments. Most importantly, our clinical teams continue to deliver on our mission, bringing high quality care to our patients in the comfort of their homes. While we finalize the regulatory approval process on the Family First Homecare transaction, our focus remains on delivering strong organic growth across Aveanna’s national footprint. Finally, thank you to our Aveanna team for your hard work, dedication, and commitment to exceptional care. You are the true heart of our company."

Three-Month Period Ended April 4, 2026 and March 29, 2025

Revenue was $647.9 million for the three-month period ended April 4, 2026, as compared to $559.2 million for the three-month period ended March 29, 2025, an increase of $88.7 million, or 15.9%. The overall increase in revenue was attributable to a $75.7 million increase in PDS segment revenue, a $9.9 million increase in HHH segment revenue, and a $3.2 million increase in MS segment revenue compared to the first three months of 2025.

Gross margin was $205.4 million, or 31.7% of revenue, for the three-month period ended April 4, 2026, as compared to $183.6 million, or 32.8% of revenue, for the three-month period ended March 29, 2025, an increase of $21.9 million, or 11.9%.

Net income was $41.7 million for the three-month period ended April 4, 2026, as compared to net income of $5.2 million for the three-month period ended March 29, 2025. Net income per diluted share was $0.19 for the three-month period ended April 4, 2026, as compared to net income per diluted share of $0.03 for the three-month period ended March 29, 2025. Adjusted net income per diluted share was $0.18 for the three-month period ended April 4, 2026, as compared to adjusted net income per diluted share of $0.10 for the three-month period ended March 29, 2025. See "Non-GAAP Financial Measures - Adjusted net income and Adjusted net income per diluted share" below.

Adjusted EBITDA was $84.4 million, or 13.0% of revenue, for the three-month period ended April 4, 2026, as compared to $67.4 million, or 12.0% of revenue, for the three-month period ended March 29, 2025, an increase of $17.0 million or 25.2%. See "Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA" below.

Liquidity, Cash Flow, and Debt

•

As of April 4, 2026, we had cash of $189.3 million and incremental borrowing capacity of $110.0 million under our securitization facility. Our revolver was undrawn, with approximately $225.5 million of borrowing capacity and approximately $24.5 million of outstanding letters of credit. The pending acquisition, which is being funded with a combination of cash on hand and borrowings under our securitization facility, is expected to reduce our liquidity upon the closing of the transaction.

•

2026 net cash provided by operating activities was $4.3 million. Free cash flow was $(3.8) million for the three-month ended April 4, 2026. See “Non-GAAP Financial Measures - Free cash flow” below.

•

As of April 4, 2026 we had total indebtedness of $1,483.4 million. Our interest rate exposure under our credit facilities is currently hedged with the following instruments:

$520.0 million notional amount of interest rate swaps that convert variable rate debt to a fixed rate, and

$880.0 million notional amount of interest rate caps that cap our exposure to SOFR at 2.96%.

Matt Buckhalter, Chief Financial Officer, commented “We are pleased with our strong start to 2026. Our team continued to execute at a high level across all three divisions. For the first quarter, we delivered revenue of $647.9 million, representing growth of 15.9%, and Adjusted EBITDA of $84.4 million, representing growth of 25.2%. These results underscore the resilience of our care model and the ongoing commitment of our caregivers in delivering high quality services to our patients. Consistent with our standard practice, our full-year 2026 guidance excludes the pending acquisition. Our raised guidance for 2026 of revenue between $2.56 and $2.58 billion and Adjusted EBITDA between $328 and $332 million is a testament to the outstanding efforts put forth by our clinicians and operators.”

Full Year 2026 Guidance

The following is our guidance reflecting our increased expectations for revenue and Adjusted EBITDA for the full fiscal year 2026 (year ending January 2, 2027):

•

Revenue of between $2.56 and $2.58 billion, updated from between $2.54 and $2.56 billion

Consistent with prior practice, we are not providing guidance on net income at this time due to the volatility of certain required inputs that are not available without unreasonable efforts, including future fair value adjustments associated with our interest rate swaps and caps.

•

Adjusted EBITDA of between $328 and $332 million, updated from between $318 and $322 million

Non-GAAP Financial Measures

In addition to our results of operations prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), we also evaluate our financial performance using EBITDA, Adjusted EBITDA, Field contribution, Field contribution margin, Adjusted net income or loss, Adjusted net income or loss per diluted share, and Free cash flow. Given our determination of adjustments in arriving at our computations, these non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as substitutes or alternatives to net income or loss, revenue, operating income or loss, cash flows from operating activities, total indebtedness, gross margin, gross margin percentage or any other financial measures calculated in accordance with GAAP. The reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures are included in the financial tables below.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-GAAP financial measures and are not intended to replace financial performance measures determined in accordance with GAAP, such as net income or loss. Rather, we present EBITDA and Adjusted EBITDA as supplemental measures of our performance. We define EBITDA as net income or loss before interest expense, net; income tax expense or benefit; and depreciation and amortization. We define Adjusted EBITDA as EBITDA, adjusted for the impact of certain other items that are either non-recurring, infrequent, non-cash, unusual, or items deemed by management to not be indicative of the performance of our core operations, including impairments of goodwill, intangible assets, and other long-lived assets; non-cash, share-based compensation and associated employer payroll taxes; loss on extinguishment of debt; fees related to debt modifications; the effect of interest rate derivatives; acquisition-related and integration costs; legal costs and settlements associated with acquisition matters; restructuring costs; other legal matters; and other system transition costs, professional fees and other costs. As non-GAAP financial measures, our computations of EBITDA and Adjusted EBITDA may vary from similarly termed non-GAAP financial measures used by other companies, making comparisons with other companies on the basis of this measure impracticable.

We believe our computations of EBITDA and Adjusted EBITDA are helpful in highlighting trends in our core operating performance. In determining which adjustments are made to arrive at EBITDA and Adjusted EBITDA, we consider both (1) certain non-recurring, infrequent, non-cash or unusual items, which can vary significantly from year to year, as well as (2) certain other items that may be recurring, frequent, or settled in cash but which we do not believe are indicative of our core operating performance. We use EBITDA and Adjusted EBITDA to assess operating performance and make business decisions.

We have incurred substantial acquisition-related costs and integration costs. The underlying acquisition activities take place over a defined timeframe, have distinct project timelines and are incremental to activities and costs that arise in the ordinary course of our business. Therefore, we believe it is important to exclude these costs from our Adjusted EBITDA because it provides us a normalized view of our core, ongoing operations after integrating our acquired companies, which we believe is an important measure in assessing our performance.

Field contribution and Field contribution margin

Field contribution and Field contribution margin are non-GAAP financial measures and are not intended to replace financial performance measures determined in accordance with GAAP, such as gross margin and gross margin percentage. Rather, we present Field contribution and Field contribution margin as supplemental measures of our performance. We define Field contribution as gross margin less branch and regional administrative expenses. Field contribution margin is Field contribution as a percentage of revenue. As non-GAAP financial measures, our computations of Field contribution and Field contribution margin may vary from similarly termed non-GAAP financial measures used by other companies, making comparisons with other companies on the basis of these measures impracticable.

Field contribution and Field contribution margin have limitations as analytical tools and should not be considered in isolation or as substitutes or alternatives to gross margin, gross margin percentage, net income or loss, revenue, operating income or loss, cash flows from operating activities, total indebtedness or any other financial measures calculated in accordance with GAAP.

Management believes Field contribution and Field contribution margin are helpful in highlighting trends in our core operating performance and evaluating trends in our branch and regional results, which can vary from year to year. We use Field contribution and Field contribution margin to make business decisions and assess the operating performance and results delivered by our core field operations, prior to corporate and other costs not directly related to our field operations. These metrics are also important because they guide us in determining whether or not our branch and regional administrative expenses are appropriately sized to support our caregivers and direct patient care operations. Additionally, Field contribution and Field contribution margin determine how effective we are in managing our field supervisory and administrative costs associated with supporting our provision of services and sale of products.

Adjusted net income and Adjusted net income per diluted share

Adjusted net income represents net income as adjusted for the impact of GAAP income tax, goodwill, intangible and other long-lived asset impairment charges, non-cash share-based compensation expense, loss on extinguishment of debt, fees related to debt modifications; interest rate derivatives, acquisition-related costs, integration costs, legal costs, restructuring costs, other legal matters, other system transition costs, professional fees and certain other miscellaneous items on a pre-tax basis. Adjusted net income includes a provision for income taxes derived utilizing a combined statutory tax rate. The combined statutory tax rate is our estimate of our long-term tax rate. The most comparable GAAP measure is net income.

Adjusted net income per diluted share represents adjusted net income on a per diluted share basis using the weighted-average number of diluted shares outstanding for the period. The most comparable GAAP measure is net income per share, diluted.

Adjusted net income and adjusted net income per diluted share are important to us because they allow us to assess financial results, exclusive of the items mentioned above that are not operational in nature or comparable to those of our competitors.

Free cash flow

Free cash flow is a liquidity measure that represents operating cash flow, adjusted for the impact of purchases of property, equipment and software, proceeds from issuance of term loans, net of debt issuance costs, principal payments on term loans, notes payable and financing leases, and settlements with swap counterparties. The most comparable GAAP measure is cash flow from operations.

We believe free cash flow is helpful in highlighting the cash generated or used by the Company, after taking into consideration mandatory payments on term loans, notes payable and financing leases, as well as cash needed for non-acquisition related capital expenditures, and cash paid to or received from derivative counterparties.

Conference Call

Aveanna will host a conference call on Thursday, May 14, 2026, at 10:00 a.m. Eastern Time to discuss our first quarter results. The conference call can be accessed live over the phone by dialing 1-877-407-0789, or for international callers, 1-201-689-8562. A telephonic replay of the conference call will be available until May 21, 2026, by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the live call and the replay is 13759633. A live webcast of our conference call will also be available under the Investor Relations section of our website: https://ir.aveanna.com/. The online replay will also be available for one week following the call.

Forward-Looking Statements

Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements (other than statements of historical facts) in this press release regarding our prospects, plans, financial position, business strategy and expected financial and operational results may constitute forward-looking statements. Forward-looking statements generally can be identified by the use of terminology such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “would,” “predict,” “project,” “potential,” “continue,” “could,” “design,” “guidance,” or the negatives of these terms or variations of them or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, such as intense competition among home health, hospice and durable medical equipment companies; our ability to maintain relationships with existing patient referral sources; our ability to have services funded from third-party payers, including Medicare, Medicaid and private health insurance companies, including as a result of changes to Medicaid to be implemented under the One Big Beautiful Bill Act; changes to Medicare or Medicaid rates or methods governing Medicare or Medicaid payments, and the implementation of alternative payment models, including but not limited to Medicare Advantage, Managed Care Organization, managed Medicaid, and other forms of managed care; any downward pressure on reimbursement resulting from further proliferation of Medicare Advantage plans; our limited ability to control reimbursement rates received for our services; delays in collection or non-collection of our patient accounts receivable, particularly during the business integration process, or when transitioning between systems associated with clinical data collection and submission, as well as billing and collection systems; healthcare reform and other regulations, including risks related to the proposed rule issued for the home health prospective payment system by Centers for Medicare & Medicaid Services; changes in the case-mix of our patients, as well as payer mix and payment methodologies; any reduction in net reimbursement if we do not effectively implement value-based care programs; the possibility that our business, financial condition and results of operations may be materially adversely affected by public health emergencies, such as a pandemic or other infectious disease outbreak; shortages in qualified employees and management and competition for qualified personnel; any failure to maintain the security and functionality of our information systems or to defend against or otherwise prevent a cybersecurity attack or breach; our substantial indebtedness, which increases our vulnerability to general adverse economic and industry conditions and may limit our ability to pursue strategic alternatives and react to changes in our business and industry; our ability to identify, obtain financing for, acquire and integrate strategic and accretive businesses or assets; risks related to legal proceedings, claims and governmental inquiries given that the nature of our business exposes us to various liability claims, which may exceed the level of our insurance coverage, and other risks set forth under the heading “Risk Factors” in Aveanna’s Annual Report on Form 10-K for its 2025 fiscal year filed with the Securities and Exchange Commission on March 19, 2026, which is available at www.sec.gov. In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may prove to be incorrect or imprecise. Accordingly, forward-looking statements included in this press release do not purport to be predictions of future events or circumstances, and actual results may differ materially from those expressed by forward-looking statements. All forward-looking statements speak only as of the date made, and Aveanna undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Aveanna Healthcare

Aveanna Healthcare is headquartered in Atlanta, Georgia and has locations in 39 states providing a broad range of pediatric and adult healthcare services, primarily focused on care in the home, including nursing, hospice, rehabilitation, occupational nursing in schools, therapy, and day treatment center services for medically complex and chronically ill children and adults, as well as delivery of enteral nutrition and other products to patients. In addition, the Company provides respite healthcare services, which are temporary care provider services provided in relief of the patient’s normal caregiver. The Company’s services are designed to provide a high quality, lower cost alternative to prolonged hospitalization. For more information, please visit www.aveanna.com.

Cash Flow and Information about Indebtedness

The following table sets forth a summary of our cash flows from operating, investing, and financing activities for the periods presented:

For the three-month periods ended

(dollars in thousands)

April 4, 2026

March 29, 2025

Net cash provided by (used in) operating activities

4,349

(8,632

)

Net cash used in investing activities

(4,557

)

(2,348

)

Net cash used in financing activities

(3,778

)

(1,814

)

Cash and cash equivalents at beginning of period

193,260

84,288

Cash and cash equivalents at end of period

189,274

71,494

The following table presents our indebtedness as of April 4, 2026:

(dollars in thousands)

Instrument

Interest Rate

April 4, 2026

2025 Term Loans (1)

S + 3.75%

1,318,375

2025 Refinancing Revolving Credit Facility (1)

S + 3.75%

Securitization Facility (2)

S + 2.50%

165,000

Total indebtedness

1,483,375

(1) S = One-month SOFR

(2) S = One-month SOFR plus a Credit Spread Adjustment

Results of Operations

The following table summarizes our consolidated results of operations for the periods indicated (amounts in thousands, except per share data):

For the three-month periods ended

April 4, 2026

March 29, 2025

Revenue

647,915

559,224

Cost of revenue, excluding depreciation and amortization

442,487

375,666

Branch and regional administrative expenses

95,792

91,387

Corporate expenses

34,156

37,505

Depreciation and amortization

3,044

2,594

Acquisition-related costs

3,110

106

Other operating expense

165

Operating income

69,326

51,801

Interest income

1,658

132

Interest expense

(29,158

)

(36,335

)

Other income (expense)

3,149

(5,450

)

Income before income taxes

44,975

10,148

Income tax expense

(3,322

)

(4,955

)

Net income

41,653

5,193

Net income per share:

Net income per share, basic

0.19

0.03

Weighted average shares of common stock outstanding, basic

214,595

194,671

Net income per share, diluted

0.19

0.03

Weighted average shares of common stock outstanding, diluted

222,099

206,238

The following tables summarize our consolidated key performance measures, including Field contribution and Field contribution margin, which are non-GAAP measures, for the periods indicated:

For the three-month periods ended

(dollars in thousands)

April 4, 2026

March 29, 2025

Change

% Change

Revenue

647,915

559,224

88,691

15.9

Cost of revenue, excluding depreciation and amortization

442,487

375,666

66,821

17.8

Gross margin

205,428

183,558

21,870

11.9

Gross margin percentage

31.7

32.8

-1.1

(1)

Branch and regional administrative expenses

95,792

91,387

4,405

4.8

Field contribution

109,636

92,171

17,465

18.9

Field contribution margin

16.9

16.5

Corporate expenses

34,156

37,505

(3,349

)

-8.9

As a percentage of revenue

5.3

6.7

Operating income

69,326

51,801

17,525

33.8

As a percentage of revenue

10.7

9.3

(1)

Represents the change in margin percentage period over period.

The following tables summarize our key performance measures by segment for the periods indicated:

PDS

For the three-month periods ended

(dollars and hours in thousands)

April 4, 2026

March 29, 2025

Change

% Change

Revenue

535,652

459,998

75,654

16.4

Cost of revenue, excluding depreciation and amortization

386,417

325,313

61,104

18.8

Gross margin

149,235

134,685

14,550

10.8

Gross margin percentage

27.9

29.3

-1.4

(4)

Hours

12,056

10,887

1,169

10.7

Revenue rate

44.43

42.25

2.18

5.7

(1)

Cost of revenue rate

32.05

29.88

2.17

8.1

(2)

Spread rate

12.38

12.37

0.01

0.1

(3)

HHH

For the three-month periods ended

(dollars and admissions/episodes in thousands)

April 4, 2026

March 29, 2025

Change

% Change

Revenue

66,609

56,733

9,876

17.4

Cost of revenue, excluding depreciation and amortization

30,833

25,993

4,840

18.6

Gross margin

35,776

30,740

5,036

16.4

Gross margin percentage

53.7

54.2

-0.5

(4)

Home health total admissions (5)

11.0

9.7

1.3

13.4

Home health episodic admissions (6)

8.9

7.5

1.4

18.7

Home health total episodes (7)

14.9

12.1

2.8

23.1

Home health episodic mix (8)

80.9

77.3

3.6

(10)

Home health revenue per completed episode (9)

3,167

3,152

0.5

For the three-month periods ended

(dollars and UPS in thousands)

April 4, 2026

March 29, 2025

Change

% Change

Revenue

45,654

42,493

3,161

7.4

Cost of revenue, excluding depreciation and amortization

25,237

24,360

877

3.6

Gross margin

20,417

18,133

2,284

12.6

Gross margin percentage

44.7

42.7

2.0

(4)

Unique patients served (“UPS”)

4.5

Revenue rate

490.90

477.45

13.45

2.9

(1)

Cost of revenue rate

271.37

273.71

(2.34

)

-0.9

(2)

Spread rate

219.53

203.74

15.79

8.1

(3)

(1)

Represents the period over period change in revenue rate, plus the change in revenue rate attributable to the change in volume.

(2)

Represents the period over period change in cost of revenue rate, plus the change in cost of revenue rate attributable to the change in volume.

(3)

Represents the period over period change in spread rate, plus the change in spread rate attributable to the change in volume.

(4)

Represents the change in margin percentage period over period.

(5)

Represents home health episodic and other admissions.

(6)

Represents home health episodic admissions.

(7)

Represents episodic admissions and recertifications.

(8)

Represents the ratio of home health episodic admissions to home health total admissions.

(9)

Represents Medicare revenue per completed episode.

(10)

Represents the change in home health episodic mix period over period.

The following table reconciles gross margin and gross margin percentage to Field contribution and Field contribution margin:

For the three-month periods ended

(dollars in thousands)

April 4, 2026

March 29, 2025

Gross margin

205,428

183,558

Gross margin percentage

31.7

32.8

Branch and regional administrative expenses

95,792

91,387

Field contribution

109,636

92,171

Field contribution margin

16.9

16.5

Revenue

647,915

559,224

The following table reconciles net income to EBITDA and Adjusted EBITDA:

For the three-month periods ended

(dollars in thousands)

April 4, 2026

March 29, 2025

Net income

41,653

5,193

Interest expense, net

27,500

36,203

Income tax expense

3,322

4,955

Depreciation and amortization

3,044

2,594

EBITDA

75,519

48,945

Goodwill, intangible and other long-lived asset impairment

(24

)

167

Non-cash share-based compensation

4,147

10,996

Interest rate derivatives (1)

(3,105

)

5,595

Acquisition-related costs (2)

3,110

107

Integration costs (3)

1,423

274

Legal costs and settlements associated with acquisition matters (4)

2,056

1,039

Restructuring (5)

336

Other legal matters (6)

Other adjustments (7)

1,200

(181

)

Total adjustments

8,832

18,409

Adjusted EBITDA

84,351

67,354

The following table reconciles net income to adjusted net income and presents adjusted net income per diluted share:

For the three-month periods ended

(dollars in thousands, except share and per share data)

April 4, 2026

March 29, 2025

Net income

41,653

5,193

Income tax expense

3,322

4,955

Goodwill, intangible and other long-lived asset impairment

(24

)

167

Non-cash share-based compensation

4,147

10,996

Interest rate derivatives (1)

(3,105

)

5,595

Acquisition-related costs (2)

3,110

107

Integration costs (3)

1,423

274

Legal costs and settlements associated with acquisition matters (4)

2,056

1,039

Restructuring (5)

336

Other legal matters (6)

Other adjustments (7)

1,200

(181

)

Total adjustments

12,154

23,364

Adjusted pre-tax income

53,807

28,557

Income tax expense on adjusted pre-tax income (8)

(13,452

)

(7,139

)

Adjusted net income

40,355

21,418

Weighted average shares outstanding, diluted

222,099

206,238

Adjusted net income per diluted share (9)

0.18

0.10

The following footnotes are applicable to tables above that reconcile (i) net income to EBITDA and Adjusted EBITDA and (ii) net income to adjusted net income.

(1)

Represents valuation adjustments and settlements associated with interest rate derivatives that are not included in interest expense, net. Such items are included in other income (expense).

(2)

Represents transaction costs incurred in connection with planned, completed, or terminated acquisitions, which include investment banking fees, legal diligence and related documentation costs, and finance and accounting diligence and documentation, as presented on the Company’s consolidated statements of operations.

(3)

Represents (i) costs associated with our Integration Management Office, which focuses on our integration efforts and transformational projects such as systems conversions and implementations, material cost reduction and restructuring projects, among other things, of $0.5 million for the three-month period ended April 4, 2026, and $0.2 million for the three-month period ended March 29, 2025; and (ii) transitionary costs incurred to integrate acquired companies into our field and corporate operations of $0.9 million for the three-month period ended April 4, 2026, and $0.1 million for the three-month period ended March 29, 2025. Transitionary costs incurred to integrate acquired companies include IT consulting costs and related integration support costs; salary, severance and retention costs associated with duplicative acquired company personnel until such personnel are exited from the Company; accounting, legal and consulting costs; expenses and impairments related to the closure and consolidation of overlapping markets of acquired companies, including lease termination and relocation costs; costs associated with terminating legacy acquired company contracts and systems; and one-time costs associated with rebranding our acquired companies and locations to the Aveanna brand.

(4)

Represents legal and forensic costs, as well as settlements associated with resolving legal matters arising during or as a result of our acquisition-related activities. This primarily includes (i) costs of $1.4 million for the three-month period ended April 4, 2026, and $0.9 million for the three-month period ended March 29, 2025, to comply with the U.S. Department of Justice, Antitrust Division’s grand jury subpoena related to nurse wages and hiring activities in certain of our markets, in connection with a terminated transaction.

(5)

Represents costs associated with restructuring our branch and regional administrative footprint as well as our corporate overhead infrastructure costs in order to appropriately size our resources to current volumes, including: (i) branch and regional salary and severance costs; (ii) corporate salary and severance costs; and (iii) rent and lease termination costs associated with the closure of certain office locations.

(6)

Represents activity related to accrued legal settlements and the related costs and expenses associated with certain judgments and arbitration awards rendered against the Company where certain insurance coverage is in dispute.

(7)

Represents: (i) other costs or (income) that are either non-cash or non-core to the Company’s ongoing operations of $1.2 million for the three-month period ended April 4, 2026, and $(0.2) million for the three-month period ended March 29, 2025.

(8)

Derived utilizing a combined federal and state statutory rate of 25% for the three-month periods ended April 4, 2026, and March 29, 2025, respectively, and applied to the respective adjusted pre-tax income.

(9)

Adjustments used to reconcile net income per diluted share on a GAAP basis to adjusted net income per diluted share are comprised of the same adjustments, inclusive of the tax impact, used to reconcile net income to adjusted net income divided by the weighted-average diluted shares outstanding during the period.

The following table reconciles net income to adjusted net income and presents adjusted net income per diluted share:

For the three-month periods ended

April 4, 2026

March 29, 2025

(dollars in thousands)

Dollars

Per Diluted Share

Dollars

Per Diluted Share

Net income

41,653

0.19

5,193

0.03

Total adjustments (1)

12,154

0.05

23,364

0.10

Income tax expense on adjusted pre-tax income

(13,452

)

(0.06

)

(7,139

)

(0.03

)

Adjusted net income

40,355

0.18

21,418

0.10

(1) Total adjustments agree to the net income to adjusted net income table above.

The table below reflects the increase or decrease, and aggregate impact, to the line items included on our consolidated statements of operations based upon the adjustments used in arriving at Adjusted EBITDA from EBITDA for the periods indicated.

For the three-month periods ended

(dollars in thousands)

April 4, 2026

March 29, 2025

Cost of revenue, excluding depreciation and amortization

(358

)

299

Branch and regional administrative expenses

2,019

3,279

Corporate expenses

7,210

9,109

Acquisition-related costs

3,110

107

Other operating expense

(63

)

Other income (expense)

(3,149

)

5,678

Total adjustments

8,832

18,409

The following table reconciles the net cash provided by operating activities to free cash flow:

For the three-month period ended

(dollars in thousands)

April 4, 2026

Net cash provided by operations

4,349

Purchases of property and equipment, and software

(4,557

)

Principal payments of term loans

(3,312

)

Principal payments of notes payable

(2,406

)

Settlements with swap counterparties

2,149

Free cash flow

(3,777

)

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