agilon health, inc.

Previous wording

•our stock price may be volatile; and

Current wording

•our stock price may be volatile;

Previous wording

•Medicare Advantage members of approximately 490,700 as of March 31, 2025 decreased 6% from March 31, 2024.

Current wording

•Medicare Advantage members of approximately 497,500 as of June 30, 2025 decreased 3% from June 30, 2024.

Previous wording

•CMS ACO Models (defined below) attributed beneficiaries of approximately 114,100 as of March 31, 2025 decreased 13% from March 31, 2024.

Current wording

•CMS ACO Models (defined below) attributed beneficiaries of approximately 116,000 as of June 30, 2025 decreased 12% from June 30, 2024.

Previous wording

•Total revenue of $1.5 billion decreased 4% from the first quarter of 2024.

Current wording

•Total revenue of $2.9 billion decreased 5% from the first half of 2024.

Previous wording

Medicare Advantage members decreased 6% from March 31, 2024, which includes market exits during 2024, partially offset by contributions from new geographies and growth within geographies existing prior to 2024. Total members live on the agilon platform at March 31, 2025 include 490,700 Medicare Advantage members and 114,100 attributed CMS ACO Models beneficiaries.

Current wording

Medicare Advantage members decreased 3% from June 30, 2024, which includes market exits during 2024, partially offset by contributions from new geographies and growth within geographies existing prior to 2024. Total members live on the agilon platform at June 30, 2025 include 497,500 Medicare Advantage members and 116,000 attributed CMS ACO Models beneficiaries.

Previous wording

Average Medicare Advantage membership was 489,800 during the first quarter of 2025.

Current wording

Average Medicare Advantage membership was 497,700 during the second quarter of 2025.

Previous wording

(1)Medical margin and Adjusted EBITDA are non-GAAP financial measures. Gross profit is the most directly comparable financial measure calculated in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to medical margin. Net income (loss) is the most directly comparable financial measure calculated in accordance with U.S. GAAP to Adjusted EBITDA. See “—Non-GAAP Financial Measures" below for additional information.

Current wording

(1)Medical margin and Adjusted EBITDA are non-GAAP financial measures. Gross profit (loss) is the most directly comparable financial measure calculated in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to medical margin. Net income (loss) is the most directly comparable financial measure calculated in accordance with U.S. GAAP to Adjusted EBITDA. See “—Non-GAAP Financial Measures" below for additional information.

Previous wording

Gross profit represents the amount earned from total revenues less medical services expense and other medical expenses. Total revenues include medical services revenue and other operating revenue. The Company’s costs of revenues consist of medical services expense and other medical expenses, which represents the costs that are directly related to providing the services that generate revenue.

Current wording

Gross profit (loss) represents the amount earned from total revenues less medical services expense and other medical expenses. Total revenues include medical services revenue and other operating revenue. The Company’s costs of revenues consist of medical services expense and other medical expenses, which represents the costs that are directly related to providing the services that generate revenue.

Previous wording

The following table presents our gross profit (dollars in thousands):

Current wording

The following table presents our gross profit (loss) (dollars in thousands):

Previous wording

(1)Represents physician compensation expense related to surplus sharing and other care management expenses that help to create medical cost efficiency. Includes costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets. For the three months ended March 31, 2025 and 2024, costs incurred in implementing geographies were $(1.2) million and $0.6 million, respectively.

Current wording

(1)Represents physician compensation expense related to surplus sharing and other care management expenses that help to create medical cost efficiency. Includes costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets. For the three months ended June 30, 2025 and 2024, costs incurred in implementing geographies were $0.2 million and $0, respectively. For the six months ended June 30, 2025 and 2024, costs incurred in implementing geographies were $(1.0) million and $0.6 million, respectively.

Previous wording

See “—Non-GAAP Financial Measures” below for additional information regarding our use of medical margin and a reconciliation of gross profit to medical margin.

Current wording

See “—Non-GAAP Financial Measures” below for additional information regarding our use of medical margin and a reconciliation of gross profit (loss) to medical margin.

Previous wording

Medical services revenue constitutes substantially all of our total revenue for the three months ended March 31, 2025 and 2024.

Current wording

Medical services revenue constitutes substantially all of our total revenue for the three and six months ended June 30, 2025 and 2024.

Previous wording

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Current wording

Comparison of the Three and Six Months Ended June 30, 2025 to the Three and Six Months Ended June 30, 2024

Previous wording

Medical services expense decreased for the three months ended March 31, 2025 due primarily to decline in average membership of 6%, which was attributable to the partnership exits during 2024, partially offset by growth in our existing geographies and an increase in average medical services expense per member of 3%.

Current wording

Medical services expense increased for the three months ended June 30, 2025 due primarily to an increase in average medical services expense per member of 7%, partially offset by a decline in average membership of 2%, which was attributable to the partnership exits during 2024.

Previous wording

Medical services revenue decreased for the three months ended March 31, 2025 due primarily to decline in average membership of 6%, which was attributable to the partnership exits during 2024, partially offset by growth in our existing geographies and to a lesser extent, by an increase in PMPM capitation rates of 1%.

Current wording

Medical services expense increased for the six months ended June 30, 2025 due primarily to an increase in average medical services expense per member of 5%, partially offset by a decline in average membership of 4%, which was attributable to the partnership exits during 2024.

Previous wording

Other medical expenses decreased by $5.2 million, or 6%, for the three months ended March 31, 2025 compared to the same period in 2024. Partner physician incentive expense decreased by $5.8 million to $44.0 million in 2025 compared to $49.8 million in the same period in 2024 as a result of the partnership exits during 2024 and recent losses generated in certain of our geographies, which is a function of medical services revenues less the sum of medical services expenses, other provider costs and market operating costs, for the respective geography.

Current wording

Other medical expenses decreased by $74.4 million, or 97%, for the three months ended June 30, 2025 compared to the same period in 2024. Partner physician incentive expense decreased by $65.2 million to $(34.9) million in 2025 compared to $30.3 million in the same period in 2024 as a result of the partnership exits during 2024 and recent losses generated in certain of our geographies, which is a function of medical services revenues less the sum of medical services expenses, other provider costs and market operating costs, for the respective geography. Other provider costs decreased by $9.3 million to $36.9 million in 2025 compared to $46.2 million in the same period in 2024, resulting from the partnership exits during 2024.

Previous wording

General and administrative expenses decreased $10.5 million, or 14%, for the three months ended March 31, 2025 compared to the same period in 2024. Operating costs to support our live geographies and enterprise functions (platform support costs) of $44.2 million in 2025 remained relatively flat compared to $45.7 million in the same period in 2024. Investments to support geography entry decreased to $6.6 million in 2025, compared to $10.5 million in the same period in 2024 due to decreased costs associated with our geographies that are expected to become operational in the following calendar year and the expansion into existing geographies. In aggregate, costs incurred for severance, transaction related costs, and stock-based compensation expense decreased $5.1 million in 2025 primarily due to a reduction in severance and the cancellation of certain stock-based instruments during 2024.

Current wording

General and administrative expenses decreased $13.3 million, or 19%, for the three months ended June 30, 2025 compared to the same period in 2024. Operating costs to support our live geographies and enterprise functions (platform support costs) decreased to $37.4 million in 2025, compared to $41.7 million in the same period in 2024. Investments to support geography entry decreased to $4.2 million in 2025, compared to $4.8 million in the same period in 2024 due to decreased costs associated with our geographies that are expected to become operational in subsequent calendar years and the expansion into existing geographies. In aggregate, costs incurred for severance, transaction related costs, and stock-based compensation expense decreased $8.4 million in 2025 primarily due to a reduction in severance and the cancellation of certain stock-based instruments during the second half of 2024.

Previous wording

Income (loss) from equity method investments increased $7.0 million, or 123%, for the three months ended March 31, 2025 compared to the same period in 2024 primarily from the higher medical margin in 2025 from our CMS ACO Models investments.

Current wording

Income (loss) from equity method investments increased $2.4 million, or 16%, for the six months ended June 30, 2025 compared to the same period in 2024 primarily from the higher medical margin in 2025 from our CMS ACO Models investments.

Previous wording

Other income (expense), net increased $3.4 million, or 57%, for the three months ended March 31, 2025 compared to the same period in 2024 primarily from $4.2 million of income related to services rendered to our CMS ACO Models investments that was recognized in 2025.

Current wording

Other income (expense), net increased $3.0 million, or 63%, for the three months ended June 30, 2025 compared to the same period in 2024 primarily from $4.3 million of income related to services rendered to our CMS ACO Models investments that was recognized in 2025.

Previous wording

Total discontinued operations relates to the sale of our Hawaii operations in October 2023. Total discontinued operations for the three months ended March 31, 2025 relates to the release of a contingent obligation from our Hawaii operations compared to losses from discontinued operations for the three months ended March 31, 2024.

Current wording

Total discontinued operations relates to the sale of our Hawaii operations in October 2023. Total discontinued operations for the six months ended June 30, 2025 relates to the release of a contingent obligation from our Hawaii operations compared to losses from discontinued operations for the six months ended June 30, 2024.

Previous wording

Gross profit is the most directly comparable U.S. GAAP measure to medical margin. Net income (loss) is the most directly comparable U.S. GAAP measure to Adjusted EBITDA.

Current wording

Gross profit (loss) is the most directly comparable U.S. GAAP measure to medical margin. Net income (loss) is the most directly comparable U.S. GAAP measure to Adjusted EBITDA.

Previous wording

The following table sets forth a reconciliation of gross profit to medical margin using data derived from our condensed consolidated financial statements for the periods indicated (dollars in thousands):

Current wording

The following table sets forth a reconciliation of gross profit (loss) to medical margin using data derived from our condensed consolidated financial statements for the periods indicated (dollars in thousands):

Previous wording

(1)Gross profit is defined as total revenues less medical services expense and other medical expenses.

Current wording

(1)Gross profit (loss) is defined as total revenues less medical services expense and other medical expenses.

Previous wording

We have historically financed our operations primarily through funds generated from our capitation arrangements with payors, issuances of equity securities, and borrowings under credit agreements. We generally invest any excess cash in money market accounts, which are classified as cash equivalents, and marketable securities. Our investment strategies are designed to provide safety and preservation of capital, sufficient liquidity to meet the cash flow needs of our business operations, and attainment of a competitive return. As of March 31, 2025, we had cash and cash equivalents and restricted cash and equivalents of $138.6 million and investments in marketable securities of $230.1 million.

Current wording

We have historically financed our operations primarily through funds generated from our capitation arrangements with payors, issuances of equity securities, and borrowings under credit agreements. We generally invest any excess cash in money market accounts, which are classified as cash equivalents, and marketable securities. Our investment strategies are designed to provide safety and preservation of capital, sufficient liquidity to meet the cash flow needs of our business operations, and attainment of a competitive return. As of June 30, 2025, we had cash and cash equivalents of $171.4 million and investments in marketable securities of $155.6 million.

Previous wording

We may require additional financing in the future to fund working capital and pay our obligations. We may seek to raise any necessary additional capital through a combination of public or private equity offerings and/or debt financings. There can be no assurance that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable to us, if at all. If adequate funds are not available on acceptable terms when needed, we may be required to significantly reduce operating expenses, which may have a material adverse effect on our business, financial condition, cash flows, and results of operations. If we do raise additional capital through public or private equity, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our existing stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

Current wording

We may require additional financing in the future to fund working capital and pay our obligations. We may seek to raise any necessary additional capital through a combination of public or private equity offerings and/or debt financings. There can be no assurance that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable to us, if at all. If adequate funds are not available on acceptable terms when needed, we may be required to significantly reduce operating expenses, which may have a material adverse effect on our business, financial condition, cash flows, and results of operations. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our existing stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

Previous wording

Net cash used in operating activities was $32.0 million for the three months ended March 31, 2025 compared to $47.8 million for the three months ended March 31, 2024. The decrease in net cash used in operating activities was primarily as a result of partnership exits in the prior year and the timing of settlements with payors from new and existing geographies. Our cash flow from operations is dependent upon the number of members on our platform, the timing of settlements with payors, and the level of operating and general and administrative expenses necessary to operate and grow our business, among other factors.

Current wording

Net cash used in operating activities was $67.1 million for the six months ended June 30, 2025 compared to $66.5 million for the six months ended June 30, 2024. Net cash used in operating activities remained relatively flat. Our cash flow from operations is dependent upon the number of members on our platform, the timing of settlements with payors, and the level of operating and general and administrative expenses necessary to operate and grow our business, among other factors.

Previous wording

Net cash used in investing activities was $23.1 million for the three months ended March 31, 2025 compared to net cash provided by investing activities of $51.4 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, we received proceeds from the maturities of marketable securities of $35.3 million and made investments of $58.4 million primarily for marketable securities, and the acquisition of intangible assets and property and equipment. During the three months ended March 31, 2024, we received proceeds from the maturities of marketable securities of $74.5 million.

Current wording

Net cash provided by investing activities was $47.4 million for the six months ended June 30, 2025 compared to $69.7 million for the six months ended June 30, 2024. During the six months ended June 30, 2025, we received proceeds from the maturities of marketable securities of $125.3 million and made investments of $78.0 million primarily for marketable securities, and the acquisition of intangible assets and property and equipment. During the six months ended June 30, 2024, we received proceeds from the maturities of marketable securities of $115.7 million and made investments of $46.1 million primarily for marketable securities, and the acquisition of intangible assets and property and equipment.

Previous wording

Net cash used in financing activities was $0.2 million for the three months ended March 31, 2025 compared to net cash provided by financing activities of $0.6 million for the three months ended March 31, 2024.

Current wording

Net cash used in financing activities was $2.7 million for the six months ended June 30, 2025, relating to equity issuances, compared to net cash used in financing activities of $1.2 million for the six months ended June 30, 2024, related to repayments of debt.

Previous wording

As of March 31, 2025, we had 413.0 million shares of common stock outstanding. See Note 10 to the Condensed Consolidated Financial Statements for additional information about our equity transactions.

Current wording

As of June 30, 2025, we had 414.3 million shares of common stock outstanding. See Note 10 to the Condensed Consolidated Financial Statements for additional information about our equity transactions.