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Alignment Healthcare Inc

For the period ended Mar 31, 2024. Filed May 2, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 2, 2024

ALHC$7.27-1.0%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Plans

During the fiscal quarter ended March 31, 2024, our executive officers and directors adopted the following trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5–1(c).

Name & TitleDate of AdoptionDuration of Trading ArrangementMaximum Number of Securities to be Sold(1)
John Kao(2)Chief Executive Officer3/14/20249/16/24 – 6/13/25900,000
Thomas Freeman(3)Chief Financial Officer3/15/20246/14/24 – 6/13/25518,000
Dawn MaroneyPresident, Markets3/13/20246/12/24 – 3/21/25400,000
Hakan KardesChief Experience Officer3/14/20246/13/24 – 4/25/25125,000
Christopher JoyceChief Legal & Administrative Officer3/15/20249/16/24 – 3/14/2550,000
Jeffrey Margolis(4)Director3/15/20246/14/24 – 3/14/2513,500

(1)Securities reported in this column include securities subject to limit orders and such orders may not fill if limit order conditions are not met.

(2)Plan modification by JEK Trust dated February 8, 2021, of which Mr. Kao is the trustee.

(3)Plan adopted by FCO Holdings LLC, a limited liability company owned by FCO Holdings Trust One, an irrevocable trust.

(4)Plan adopted by the Margolis Family Trust 12/23/98, of which Mr. Margolis is the trustee.

Amended & Restated Stockholders Agreement

On April 30, 2024, the Company entered into an amended and restated stockholders agreement (the “A&R Stockholders Agreement”) with funds managed by General Atlantic (“GA”) and Warburg Pincus LLC (“Warburg,” and together with GA, the “Lead Stockholders”), which amends and restates in its entirety the stockholders agreement dated as of March 30, 2021, to, among other things, (i) to remove certain rights held by the Lead Stockholders to appoint directors to certain Board committees and committee chair positions; and (ii) to remove certain approval rights held by GA, including, among other things, to approve (a) certain acquisitions or dispositions by the Company; (b) any transaction in which any person or group acquires more than 50% of the then outstanding capital stock of the Company or the power to elect a majority of the members of the Board; and (c) the hiring or termination of the Company’s Chief Executive Officer. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the A&R Stockholders Agreement, which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated in this Item 5 by reference.

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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.