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Astrana Health, Inc.

For the period ended Dec 31, 2024. Filed Mar 14, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 14, 2025

ASTH$34.50-11.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from___ to ___ .

Commission file number:001-37392

(Exact name of registrant as specified in its charter)

Delaware95-4472349
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)

1668 S. Garfield Avenue,2nd Floor, Alhambra, California 91801

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:(626)282-0288

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

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.001 par value per shareASTHThe Nasdaq Stock Market LLC

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

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐ Yes☒ No

The aggregate market value of common stock held by non-affiliates of the registrant, as of June 28, 2024, the last day of the registrant’s most recently completed second fiscal quarter, was approximately$1.7 billion (based on the closing price for shares of the registrant’s common stock as reported by the Nasdaq Stock Market on June 28, 2024).

As of March 6, 2025, there were 56,252,503 shares of common stock of the registrant, $0.001 par value per share, issued and outstanding, which includes 6,132,802 treasury shares that are owned by Allied Physicians of California, a Professional Medical Corporation d.b.a. Allied Pacific of California IPA (“APC”), a consolidated affiliate of Astrana Health, Inc. These shares are legally issued and outstanding but treated as treasury shares for accounting purposes.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2025 annual meeting of the stockholders of the registrant are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the registrant’s fiscal year ended December 31, 2024.

Form 10-K

Fiscal Year Ended December 31, 2024

Table of Contents

Page
ITEM
Introductory Note4
Note About Forward-Looking Statements5
PART I6
ITEM 1Business6
ITEM 1ARisk Factors26
ITEM 1BUnresolved Staff Comments62
ITEM 1CCybersecurity62
ITEM 2Properties64
ITEM 3Legal Proceedings64
ITEM 4Mine Safety Disclosures64
PART II65
ITEM 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities65
ITEM 6[Reserved]66
ITEM 7Management’s Discussion and Analysis of Financial Condition and Results of Operations67
ITEM 7AQuantitative and Qualitative Disclosures About Market Risk87
ITEM 8Financial Statements and Supplementary Data88
ITEM 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure152
ITEM 9AControls and Procedures152
ITEM 9BOther Information156
ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections156
PART III156
ITEM 10Directors, Executive Officers and Corporate Governance156
ITEM 11Executive Compensation156
ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters156
ITEM 13Certain Relationships and Related Transactions, and Director Independence156
ITEM 14Principal Accounting Fees and Services156
PART IV157
ITEM 15Exhibits and Financial Statement Schedules157

Glossary

The following abbreviations or acronyms that may be used in this document shall have the adjacent meanings set forth below:

AAMGAll-American Medical Group
ACO REACHACO Realizing Equity, Access, and Community Health
AHMCAHMC Healthcare Inc.
AHMSAdvanced Health Management Systems, L.P.
AHMAstrana Health Management, Inc. (f/k/a Network Medical Management Inc.)
APAACOAPA ACO, Inc.
APCAllied Physicians of California, a Professional Medical Corporation
APC-LSMAAPC-LSMA Designated Shareholder Medical Corporation
AstranaAstrana Health Inc. (f/k/a Apollo Medical Holdings, Inc.)
Astrana MedicalAstrana Health Medical Corporation (f/k/a AP-AMH Medical Corporation)
Astrana Care Partners MedicalAstrana Care Partners Medical Corporation (f/k/a AP - AMH 2 Medical Corporation)
CAIPA MSOCAIPA MSO, LLC
CFCCommunity Family Care Medical Group IPA, Inc.
CHSCollaborative Health Systems, LLC, Golden Triangle Physician Alliance, and Heritage Physician Networks
CMSCenters for Medicare & Medicaid Services
DMHCCalifornia Department of Managed Health Care
DMGDiagnostic Medical Group of Southern California
HSMSOHealth Source MSO Inc., a California corporation
IPAIndependent Practice Association
LMALaSalle Medical Associates
PCCCVPrimary Community Care of Central Valley, Inc.
PMIOCPacific Medical Imaging and Oncology Center, Inc.
Sun LabsSun Clinical Labs
VIEVariable Interest Entity
VOMGValley Oaks Medical Group
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.