Astrana Health Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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Astrana Health, Inc.

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN for the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Astrana Health, Inc. (the “Company,” “we,” “our,” or “us”).

Date: Wednesday, June 12, 2024 at 10:00 a.m., Pacific Time

Location: 1668 S. Garfield Avenue, 3rd Floor Conference Room, Alhambra, California 91801

Items of business: To consider and vote upon the following:

To elect nine directors to our Board of Directors (the “Board”), each to hold office until the 2025 Annual Meeting of Stockholders (“Proposal 1”);

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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”);

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To approve, on an advisory, non-binding basis, the compensation program for our named executive officers as disclosed in the proxy statement accompanying this notice (“Proposal 3”);

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To approve the Astrana Health, Inc. 2024 Equity Incentive Plan (“Proposal 4”);

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To approve an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (“Proposal 5”); and

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To transact such other business as may properly come before the meeting, or any postponement or adjournments of the meeting.

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These matters are described more fully in the proxy statement accompanying this notice.

Record date: The Board has fixed the close of business on April 23, 2024 as the record date (the “Record Date”) for determining those stockholders who will be entitled to notice of and to vote at the 2024 Annual Meeting. Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the meeting.

Voting: We urge you to submit your proxy promptly by Internet, telephone or mail, even if your shares were sold after the Record Date. If your broker, bank, or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from such broker, bank or other nominee. You must follow these instructions in order for your shares to be voted.

Please read the accompanying proxy materials carefully. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented. Even if you plan to attend the 2024 Annual Meeting, we recommend that you vote prior to the meeting to ensure that your shares will be represented.

By Order of the Board of Directors,

Kenneth Sim, M.D.

Executive Chairman

April 24, 2024

Alhambra, California

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING TO BE HELD ON JUNE 12, 2024:

The Notice of Annual Meeting Proxy Statement and Annual Report to Stockholders available at www.proxyvote.com