Owens & Minor Files 8-K for Material Agreement

TL;DR

OMI signed a big deal, details TBD.

AI Summary

On October 7, 2025, Owens & Minor, Inc. (NYSE: OMI) filed an 8-K to report the entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits, but specific details of the agreement, including parties involved and financial terms, are not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Owens & Minor, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing signals a material event, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Owens & Minor, Inc. (company) — Registrant
• 0000075252 (company) — Central Index Key
• 541701843 (company) — EIN
• October 7, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $2 — ange on which registered Common Stock, $2 par value per share OMI New York St
• $375,000,000 — ss of the Company), for an aggregate of $375,000,000 in cash, subject to certain adjustments
• $310 m — ent has made aggregate distributions of $310 million, until such time as the Company r
• $200 million — until such time as the Company receives $200 million of distributions, and (2) 5% of any dis
• $65 million — usiness, subject to an aggregate cap of $65 million. The Company will not be obligated to r
• $15 million — nce of April 1, 2026, (2) for more than $15 million of such costs prior to October 1, 2026,
• $55 million — o October 1, 2026, or (3) for more than $55 million of such costs prior to January 1, 2027.
• $115 million — s, it may be obligated to provide up to $115 million in credit support to the Products & Hea
• $9,375,000 — to pay the Company a termination fee of $9,375,000 under certain specified circumstances i
• $18,750,000 — the Company a termination fee equal to $18,750,000. The foregoing description of the Pur

Filing Documents

• d76025d8k.htm (8-K) — 43KB
• d76025dex21.htm (EX-2.1) — 744KB
• d76025dex991.htm (EX-99.1) — 14KB
• 0001193125-25-233577.txt ( ) — 1107KB
• omi-20251007.xsd (EX-101.SCH) — 3KB
• omi-20251007_lab.xml (EX-101.LAB) — 17KB
• omi-20251007_pre.xml (EX-101.PRE) — 11KB
• d76025d8k_htm.xml (XML) — 3KB

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding our expectations regarding the proposed Sale and the future performance and financial results of the Company's business and other non-historical statements. Some of these statements can be identified by terms and phrases such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "predicts," "intends," "trends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. The Company cautions readers of this communication that such "forward looking statements," wherever they occur in this communication or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company's senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the "forward-looking statements." Factors that could cause the Company's actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; the failure to satisfy other conditions to completion of the proposed Transactions, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed Transactions; risks related to disruption of management's attention from the Company's ongoing business operations due to the proposed Transactions; the effect of the announcement of the proposed Transactions on the Company's relationships with its customers, suppliers and other third parties, as well as it operating results and business generally;

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed herewith: Exhibit Description 2.1* Equity Purchase Agreement, dated as of October 7, 2025, by and among the Company and Purchaser. 99.1 Press Release of the Company, dated as of October 7, 2025 (furnished pursuant to Item 7.01) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) * Schedules and Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Equity Purchase Agreement. SIGNATURE 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 thereunto duly authorized. OWENS & MINOR, INC. Date: October 7, 2025 By: /s/ Heath H. Galloway Name: Heath H. Galloway Title: Executive Vice President, General Counsel & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR