Owens & Minor INC/Va/ 8-K Filing

Key Financial Figures

• $2 — nge on which registered Common Stock, $2 par value per share OMI New York St
• $150 million — regate outstanding amount not to exceed $150 million are sold, on a limited-recourse basis,
• $375 million — ss of the Company), for an aggregate of $375 million in cash, subject to certain adjustments

Filing Documents

• d36369d8k.htm (8-K) — 50KB
• d36369dex31.htm (EX-3.1) — 4KB
• d36369dex32.htm (EX-3.2) — 120KB
• d36369dex101.htm (EX-10.1) — 627KB
• d36369dex102.htm (EX-10.2) — 219KB
• d36369dex103.htm (EX-10.3) — 65KB
• d36369dex991.htm (EX-99.1) — 7KB
• 0001193125-25-338325.txt ( ) — 1469KB
• omi-20251224.xsd (EX-101.SCH) — 2KB
• omi-20251224_lab.xml (EX-101.LAB) — 18KB
• omi-20251224_pre.xml (EX-101.PRE) — 11KB
• d36369d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 24, 2025 Owens & Minor, Inc . (Exact name of Registrant as specified in charter) Virginia 001-09810 54-1701843 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. employer identification no.) 10900 Nuckols Road, Suite 400 Glen Allen , Virginia 23060 (Address of principal executive offices) (Zip code) Post Office Box 27626, Richmond, Virginia 23261-7626 (Mailing address of principal executive offices) (Zip code) Registrant's telephone number, including area code ( 804 ) 723-7000 Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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, $2 par value per share OMI New York Stock Exchange 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)) 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. Introductory Note On December 31, 2025 (the " Closing Date "), Owens & Minor, Inc., a Virginia corporation (the " Company "), completed its previously announced sale of its P&HS business (as defined below) pursuant to the Equity Purchase Agreement (the " Purchase Agreement "), by and among the Company, Dominion Healthcare Acquisition Corporation, a Delaware corporation (the " Purchaser "), and Dominion Healthcare Holdings, L.P., a Delaware limited partnership (" Purchaser Parent "). Item1.01. Entry into a Material Definitive Agreement. On the Closing Date, O&M Funding LLC (" O&M Funding "), as Seller, and Byram Healthcare Centers, Inc. (" Byram "), as initial Servicer, each a wholly-owned subsidiary of the Company, entered into an Amended & Restated Receivables Purchase Agreement (the " Amended & Restated Receivables Purchase Agreement ") with persons from time to time party thereto, as Purchasers, PNC Bank, National Association (" PNC "), as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $150 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash (the " Receivables Sale Program "). The Receivables Sale Program amends and restates in its entirety, the Receivables Purchase Agreement, dated as of October 18, 2024. Pursuant to the Receivables Sale Program, (i) Byram, as initial Servicer, O&M Funding, as Buyer, and the various entities party thereto as originators (the " Originators ") entered into the Second Amended and Restated Purchase and Sale Agreement, dated as of the Closing Date (the " Purchase and Sale Agreement ") and (ii) the Company, as performance guarantor (the " Performance Guarantor ") will enter into the Second Amended and Restated Performance Guaranty in favor of PNC (the " Performance Guaranty "). The Company will account for transactions under the Receivables Sale Program as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our consolidated balance sheets. Under the Receivables Sale Program, the Company provides certain servicing and collection actions on behalf of the Purchaser; however, the Company does not maintain any beneficial interest in the accounts receivable sold. The Receivables Sale Program has a Scheduled Termination Date of October 18, 2027. The Receivables Sale Program contains certain customary representations and warranties and affirmative and negative covenants, including as to the eligibility of the receivables being sold by the Originators and securing the loans made by the Lenders, as well as customary reserve requirements, Receivables Sale Program termination events, Originator termination events and servicer defaults. The Receivables Sale Program termination ev

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