agilon health, inc.

Previous wording

•risks related to management transitions, including the search for a permanent CEO, and our ability to effectively manage leadership changes; and

Current wording

•risks related to management transitions, including the search for a permanent Chief Executive Officer, and our ability to effectively manage leadership changes; and

Previous wording

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

Current wording

•Medicare Advantage members of approximately 502,800 as of September 30, 2025 decreased 4% from September 30, 2024.

Previous wording

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

Current wording

•CMS ACO Models (defined below) attributed beneficiaries of approximately 115,300 as of September 30, 2025 decreased 13% from September 30, 2024.

Previous wording

•Total revenue of $1.4 billion decreased 6% from the second quarter of 2024.

Current wording

•Total revenue of $1.4 billion decreased 1% from the third quarter of 2024.

Previous wording

•Gross profit of negative $52 million, compared to positive $32 million in the second quarter of 2024.

Current wording

•Gross profit of negative $68 million, compared to negative $64 million in the third quarter of 2024.

Previous wording

•Medical margin of negative $53 million, compared to positive of $106 million in the second quarter of 2024.

Current wording

•Medical margin of negative $57 million, compared to negative $58 million in the third quarter of 2024.

Previous wording

•Adjusted EBITDA loss of $83 million, compared to $3 million in the second quarter of 2024.

Current wording

•Adjusted EBITDA loss of $91 million, compared to loss of $96 million in the third quarter of 2024.

Previous wording

•Gross profit of negative $2 million, compared to positive $107 million in the first half of 2024.

Current wording

•Gross profit of negative $69 million, compared to positive $43 million in nine months ended September 30, 2024.

Previous wording

•Adjusted EBITDA loss of $63 million, compared to earnings of $26 million in the first half of 2024.

Current wording

•Adjusted EBITDA loss of $154 million, compared to loss of $70 million in nine months ended September 30, 2024.

Previous 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.

Current wording

Medicare Advantage members decreased 4% from September 30, 2024, which includes market exits during 2024, partially offset by contributions from new geographies and growth within geographies existing prior to 2025. Total members live on the agilon platform at September 30, 2025 include 502,800 Medicare Advantage members and 115,300 attributed CMS ACO Models beneficiaries.

Previous wording

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

Current wording

Average Medicare Advantage membership was 510,400 during the third quarter of 2025.

Previous wording

In the first quarter of 2025, we implemented a payor data pipeline (the “Model”) and began onboarding certain payors onto the Mode. The Model provides enhanced visibility into member risk profiles and risk adjustment factors by integrating and interpreting the data received from our payor partners. We are continuing the process of onboarding our payors onto the Model.

Current wording

In the first quarter of 2025, we implemented a payor data pipeline (the “Model”) and began onboarding certain payors onto the Model. The Model provides enhanced visibility into member risk profiles and risk adjustment factors by integrating and interpreting the data received from our payor partners. We are continuing the process of onboarding our payors onto the Model.

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 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.

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 September 30, 2025 and 2024, costs incurred in implementing geographies were $1.9 million and $1.4 million, respectively. For the nine months ended September 30, 2025 and 2024, costs incurred in implementing geographies were $0.9 million and $2.0 million, respectively.

Previous wording

We define medical margin as medical services revenue after medical services expense is deducted. Medical services expense represents costs incurred for medical services provided to our members. As our platform matures over time, we expect medical margin to increase in absolute dollars. However, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM.

Current wording

We define medical margin as medical services revenue after medical services expense is deducted. Medical services expense represents costs incurred for medical services provided to our members. Medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM.

Previous wording

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

Current wording

Medical services revenue constitutes substantially all our total revenue for the three and nine months ended September 30, 2025 and 2024.

Previous wording

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law in the U.S., which contains a broad range of tax reform provisions. We are evaluating the provisions of the legislation and the potential effects on our estimated annual effective tax rate, financial position, results of operations, and cash flows.

Current wording

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law in the U.S., which contains a broad range of tax reform provisions. The One Big Beautiful Bill Act did not have a material impact to our effective tax rate for the nine months ended September 30, 2025; however, we will continue to monitor developments and evaluate any potential future impacts.

Previous wording

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

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 to the Three and Nine Months Ended September 30, 2024

Previous wording

Medical services revenue decreased for the three months ended June 30, 2025 primarily due to: (i) declines in average membership, which was attributable to the partnership exits during 2024, (ii) lower risk adjustment revenue, including unfavorable prior period development, as a result of additional risk adjustment data received from the payors and

Current wording

Medical services revenue decreased by $15.3 million, or 1%, for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to: (i) declines in average membership, which was attributable to partnership exits during 2024, and (ii) lower risk adjustment revenue, including unfavorable prior period development, as a result of additional risk adjustment data received from payors. The decrease in medical services revenue was partially offset by new geographies that began to generate revenue in 2024 and growth in our existing geographies.

Previous wording

Medical services revenue decreased for the six months ended June 30, 2025 primarily due to: (i) declines in average membership, which was attributable to the partnership exits during 2024, (ii) lower risk adjustment revenue, including unfavorable prior period development, as a result of additional risk adjustment data received from the payors and (iii) higher costs associated with prescription drug benefits provided under the Medicare Part D program, which is a reduction to medical services revenue, related to unfavorable prior period development.

Current wording

Medical services revenue decreased by $174.1 million, or 4%, for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to: (i) declines in average membership, which was attributable to partnership exits during 2024, and (ii) lower risk adjustment revenue, including unfavorable prior period development, as a result of additional risk adjustment data received from payors. The decrease in medical services revenue was partially offset by new geographies that began to generate revenue in 2024 and growth in our existing geographies.

Previous 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.

Current wording

Medical services expense decreased by $16.5 million, or 1%, for the three months ended September 30, 2025 compared to the same period in 2024 due primarily to a decline in average membership of 5%, which was attributable to partnership exits during 2024, partially offset by an increase in average medical services expense per member of 4%, which was primarily due to the continued impact of elevated medical cost trends.

Previous 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.

Current wording

Medical services expense increased by $12.7 million, or 0%, for the nine months ended September 30, 2025 compared to the same period in 2024 due primarily to an increase in average medical services expense per member of 5%, which was primarily due to the continued impact of elevated medical cost trends, partially offset by a decline in average membership of 4%, which was attributable to partnership exits during 2024.

Previous 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.

Current wording

Other medical expenses decreased by $75.3 million, or 44%, for the nine months ended September 30, 2025 compared to the same period in 2024. Partner physician incentive expense, 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, decreased by $64.0 million to $(9.2) million in 2025 compared to $54.8 million in the same period in 2024 as a result of the losses generated in partnerships that were exited during 2024 and recent losses generated in certain of our geographies. Other provider costs decreased by $11.3 million to $105.0 million in 2025 compared to $116.3 million in the same period in 2024.

Previous 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.

Current wording

General and administrative expenses decreased $6.9 million, or 11%, for the three months ended September 30, 2025 compared to the same period in 2024. Operating costs to support our live geographies and enterprise functions (platform support costs) decreased to $38.7 million in 2025, compared to $42.4 million in the same period in 2024. Investments to support geography entry decreased to $4.8 million in 2025, compared to $5.8 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 within existing geographies. Stock-based compensation expense decreased $5.8 million for the three months ended September 30, 2025, compared to the same period in 2024 primarily as the performance conditions on certain performance-based equity awards were deemed not probable, and thus the related costs were reversed. Costs incurred for severance and transaction-related costs increased by $3.6 million to $5.2 million in 2025 compared to $1.6 million in the same period in 2024 primarily due to the departure of our former Chief Executive Officer, as well as costs related to strategic changes in our workforce.

Previous wording

General and administrative expenses decreased $23.8 million, or 16%, for the six 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 $81.7 million in 2025, compared to $87.4 million in the same period in 2024. Investments to support geography entry decreased to $10.8 million in 2025, compared to $15.3 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 $13.5 million in 2025 primarily due to a reduction in severance and the cancellation of certain stock-based instruments during the second half of 2024.

Current wording

General and administrative expenses decreased $30.7 million, or 15%, for the nine months ended September 30, 2025 compared to the same period in 2024. Operating costs to support our live geographies and enterprise functions (platform support costs) decreased to $120.3 million in 2025, compared to $129.8 million in the same period in 2024. Investments to support geography entry decreased to $15.6 million in 2025, compared to $21.2 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 within existing geographies. Stock-based compensation expense decreased $8.8 million for the nine months ended September 30, 2025, compared to the same period in 2024 primarily as the performance conditions on certain performance-based equity awards were deemed not probable, and thus the related costs were reversed. Costs incurred for severance and transaction-related costs decreased by $6.9 million to $2.9 million in 2025 compared to $9.8 million in the same period in 2024 primarily due to partnership exits during 2024, partially offset by the costs associated with the departure of our former Chief Executive Officer in 2025, as well as costs related to strategic changes in our workforce.

Previous 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.

Current wording

Income (loss) from equity method investments increased $11.1 million, or 542%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily from our CMS ACO Models investments, consisting of higher medical margin and lower operating expenses, including the exit of under performing CMS ACO partners at the end of 2024.

Previous 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.

Current wording

Other income (expense), net decreased $6.6 million, or 41%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily from additional income related to services rendered to our CMS ACO Models investments that was recognized in the third quarter of 2024.

Previous 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.

Current wording

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

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 June 30, 2025, we had cash and cash equivalents of $171.4 million and investments in marketable securities of $155.6 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, and sufficient liquidity to meet the cash flow needs of our business operations. As of September 30, 2025, we had cash and cash equivalents of $171.7 million and investments in marketable securities of $139.2 million.

Previous 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.

Current wording

Net cash used in operating activities was $85.2 million for the nine months ended September 30, 2025 compared to $74.2 million for the nine months ended September 30, 2024. The increase in net cash used in operating activities was primarily as a result of the timing of settlements with payors. 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 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.

Current wording

Net cash provided by investing activities was $66.0 million for the nine months ended September 30, 2025 compared to $116.2 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we received net proceeds from the maturities of marketable securities and repayments of loans receivables of $100.4 million and made investments of $34.4 million primarily for the acquisition of intangible assets and property and equipment. During the nine months ended September 30, 2024, we received net proceeds from the maturities of marketable securities of $154.8 million and made investments of $38.6 million primarily for the acquisition of intangible assets and property and equipment.

Previous 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.

Current wording

Net cash used in financing activities was $3.0 million for the nine months ended September 30, 2025, relating to equity issuances, compared to net cash used in financing activities of $2.6 million for the nine months ended September 30, 2024, related to repayments of debt.

Previous wording

On February 18, 2021, we executed a credit facility agreement (as amended by the First Amendment to Credit Agreement, dated as of March 1, 2021 and the Second Amendment to Credit Agreement, dated as of May 25, 2023, the “Credit Facility”). The Credit Facility includes: (i) a $100.0 million senior secured term loan (the “Secured Term Loan Facility”) and (ii) a $100.0 million senior secured revolving credit facility (the “Secured Revolving Facility”) with a capacity to issue standby letters of credit in certain circumstances up to a maximum of $100.0 million. Subject to specified conditions and receipt of commitments, the Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to (i) $50.0 million plus (ii) an additional amount determined in accordance with a formula tied to repayment of certain of our indebtedness. The maturity date of the Credit Facility is February 18, 2026.

Current wording

On February 18, 2021, we executed a credit facility agreement (as amended by the First Amendment to Credit Agreement, dated as of March 1, 2021 and the Second Amendment to Credit Agreement, dated as of May 25, 2023, the “Credit Agreement,” and together with the Secured Term Loan Facility, the “Credit Facility”), which includes: (i) a $100.0 million senior secured term loan (the “Secured Term Loan Facility”) and (ii) a $100.0 million senior secured revolving credit facility (the “Secured Revolving Facility”) with a capacity to issue standby letters of credit in certain circumstances up to a maximum of $100.0 million. Subject to specified conditions and receipt of commitments, the Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to (i) $50.0 million plus (ii) an additional amount determined in accordance with a formula tied to repayment of certain of our indebtedness. The maturity date of the Credit Facility is February 18, 2026.

Previous wording

Effective with the Second Amendment to Credit Agreement on May 25, 2023, we transitioned to the Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate used in the Credit Agreement. At our option, borrowings under the Credit Facility can be either: (i) SOFR Rate Loans, (ii) Daily Simple SOFR Rate Loans, or (iii) Base Rate Loans. Daily Simple SOFR Rate Loans and SOFR Rate Loans bear interest at a rate equal to the sum of 3.50% and the higher of (a) SOFR, as defined in the Credit Agreement, and (b) 0%. Base Rate Loans bear interest at a rate equal to the sum of 2.50% and the highest of: (a) 0.50% in excess of the overnight federal funds rate, (b) the prime rate established by the administrative agent from time to time, (c) the one-month SOFR rate (adjusted for maximum reserves) plus 1.00% and (d) 0%. Additionally, we pay a commitment fee on the unfunded Secured Revolving Facility amount of 0.375%. We must also pay customary letter of credit fees.

Current wording

Effective with the Second Amendment to Credit Agreement on May 25, 2023, we transitioned to the Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate used in the Credit Agreement. At our option, borrowings under the Credit Facility can be either: (i) Term SOFR Rate Loans, (ii) Daily Simple SOFR Rate Loans, or (iii) Base Rate Loans, each as defined in the Credit Agreement. Daily Simple SOFR Rate Loans and Term SOFR Rate Loans bear interest at a rate equal to the sum of 3.50% and the higher of (a) SOFR, as defined in the Credit Agreement, and (b) 0%. Base Rate Loans bear interest at a rate equal to the sum of 2.50% and the highest of: (a) 0.50% in excess of the overnight federal funds rate, (b) the prime rate established by the administrative agent from time to time, (c) the one-month SOFR rate (adjusted for maximum reserves) plus 1.00% and (d) 0%. Additionally, we pay a commitment fee on the unfunded Secured Revolving Facility amount of 0.375%. We must also pay customary letter of credit fees.

Previous 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.

Current wording

As of September 30, 2025, we had 414.6 million shares of common stock outstanding. See Note 10 to the Condensed Consolidated Financial Statements for additional information about our equity transactions.