ACCENDRA HEALTH INC/VA/ Stock Compensation Disclosure

Note 9—Share-Based Compensation

We maintain a share-based compensation plan (the Plan) that is administered by the Our People & Culture Committee of the Board of Directors. The Plan allows us to award or grant to officers, directors and teammates incentive, non-qualified and deferred compensation stock options, stock appreciation rights (SARs), performance stock units and performance shares (collectively Performance Stock Awards (PSAs)), restricted stock units and restricted stock (collectively Restricted Stock Awards (RSAs)) and unrestricted stock. We use authorized and unissued common shares for grants of RSAs, SARs, PSAs or for stock option exercises. At December 31, 2025, approximately 4.6 million common shares were available for issuance under the Plan. Unvested shares of approximately 1.8 million were cancelled in connection with closing the sale of the P&HS business.

RSAs under the Plan generally vest over one, three or five years. PSAs under the Plan are issuable as restricted stock or common shares upon meeting performance goals and generally have a total performance and vesting period of three years. Under the 2018 Stock Incentive Plan, if outstanding equity awards are not assumed or substituted in connection with a change in control, unvested awards will vest in full upon the change in control. Under the 2023 Omnibus Incentive Plan, unless the individual award agreements provide otherwise, if the successor company assumes the awards, vesting of the award will be accelerated upon a subsequent termination of employment without cause or, if the teammates resigns for good reason (to the extent applicable), in each case, within 24 months following the change in control, with any performance-based awards deemed earned based on the greater of the target and actual performance levels.

We recognize the fair value of stock-based compensation awards, which is based upon the market price of the underlying common stock at the grant date, on a straight-line basis over the estimated requisite service period. RSAs are earned based on service conditions and PSAs are earned based on service conditions, performance conditions, market conditions, or any combination of these. The fair value of PSAs as of the date of grant is estimated assuming that performance goals will be achieved at target levels. If such goals are not probable of being met, or are probable of being met at different levels, recognized compensation cost is adjusted to reflect the change in estimated fair value.

Total share-based compensation expense for December 31, 2025, 2024 and 2023 was $13 million, $17 million and $14 million with recognized tax benefits of $3.3 million, $4.3 million and $3.7 million. During the year ended

December 31, 2025, we incurred a $4.0 million benefit for changes in performance achievement assumptions associated with our 2023, 2024, and 2025 PSAs within selling, general and administrative expenses in our consolidated statement of operations. Unrecognized compensation cost related to nonvested RSAs, net of estimated forfeitures, was $20 million at December 31, 2025. This amount is expected to be recognized over a weighted-average period of 1.9 years, based on the maximum remaining vesting period required under the awards. Unrecognized compensation cost related to nonvested PSAs as of December 31, 2025 was $3.7 million and will be recognized primarily in 2026 and 2027 if the related performance targets are met at the current level expected.

The following table summarizes the activity and value of nonvested RSAs and PSAs for the years ended December 31, 2025, 2024 and 2023:

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The total fair value of RSAs and PSAs vested during the years ended December 31, 2025, 2024 and 2023 was $12 million, $16 million and $11 million.

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