Alignment Healthcare, Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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Item 9B. Other Information
Revolving Credit Facility
On February 26, 2026, (the “Effective Date”), the Company, Alignment Healthcare USA, LLC, an indirect wholly owned subsidiary of the Company (the “Borrower”) and certain other subsidiaries of the Company (together with the Company and the Borrower, the “Borrower Parties”) entered into a Credit Agreement with Citibank, N.A., as administrative agent, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement matures on February 26, 2029, and provides for a $200 million senior secured revolving credit facility (the “Credit Facility”), with sublimits of up to $20 million for the issuance of letters of credit and $5 million for swingline loans. Subject to meeting certain customary conditions, the Borrower may increase the commitments under the Credit Facility or establish one or more new term loan facilities by up to an amount equal to the greater of $50 million or 100% of the Borrower Parties’ Consolidated EBITDA (as defined in the Credit Agreement) for the most recently completed four fiscal quarters of the Borrower Parties for which financial statements have been delivered.
Borrowings under the Credit Facility may be used for permitted acquisitions, working capital, the payment of fees, costs and expenses incurred in connection with the Credit Agreement and other general corporate purposes. The Borrower did not borrow any amounts under the Credit Facility as of the Effective Date.
Loans under the Credit Facility will bear interest at a floating rate, which can be either, at the Borrower’s option, (a) Term SOFR (as defined in the Credit Agreement) plus an applicable margin that ranges from 2.00% to 2.50% per annum with respect to Term SOFR loans or (b) a Base Rate (as defined in the Credit Agreement) plus an applicable margin that ranges from 1.00% to 1.50% per annum with respect to Base Rate loans, based on the Borrower Parties’ consolidated senior secured leverage ratio, as calculated in accordance with the Credit Agreement. The Borrower is also required to pay certain fees in connection with the Credit Agreement, including commitment fees on a quarterly basis in respect of the unutilized portion of the commitments under the Credit Agreement and certain fees to each of the lenders upon the effectiveness of the Credit Agreement. The Borrower may voluntarily repay outstanding borrowings under the Credit Facility at any time, without premium or penalty.
The Credit Agreement includes financial covenants that require the Borrower Parties to maintain, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2026), (i) a ratio of senior secured indebtedness that is not subordinated in right of payment to the obligations under the Credit Agreement to Consolidated EBITDA (as defined in the Credit Agreement) for the period of four consecutive fiscal quarters ended on such date, of not more than 2.50 to 1.00 and (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date, of amounts specified in the Credit Agreement starting from $60 million as of June 30, 2026, increasing to $70 million as of June 30, 2027, and $80 million as of June 30, 2028 and each fiscal quarter thereafter.
The Borrower’s obligations under the Credit Agreement are guaranteed by the Company and certain subsidiaries of the Company and secured by substantially all of the assets of the Borrower, the Company and such subsidiaries of the Company, subject to customary exceptions. None of the Company’s health plan subsidiaries or other regulated entities are guarantors under the Credit Agreement and the equity in such subsidiaries was not pledged. The Credit Agreement contains customary representations and warranties, as well as affirmative and negative covenants. Negative covenants include, among others, customary covenants that restrict the ability of the Company and its subsidiaries, without the approval of requisite lenders, to engage in certain fundamental transactions, incur debt and liens, enter into transactions with affiliates and make certain restricted payments and restricted investments, in each case, as set forth in the Credit Agreement and subject to certain thresholds and exceptions. The Credit Agreement also contains other customary covenants and events of default for secured credit facilities of this type. Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the Credit Agreement may be accelerated.
The foregoing does not constitute a complete summary of the terms of the Credit Agreement. The description of the terms of the Credit Agreement is qualified in its entirety by reference to such agreement, attached hereto as Exhibit 10.21 and incorporated herein by reference.
Kao Equity Award
On February 24, 2026 (the “Grant Date”), the Board of Directors of the Company approved the grant of certain performance share units (“PSUs”) to John Kao, the Company’s Chief Executive Officer (the “PSU Award”), under the Company’s 2021 Equity Incentive Plan (the “Plan”). The PSU Award supplements the annual equity awards that Mr. Kao will continue to be eligible for in the future. In approving the award, the Board, with input from the Compensation Committee and its independent compensation consultant, considered the importance of retaining Mr. Kao, a recognized industry leader, while incentivizing long-term, sustained business performance and alignment with stockholder interests. The material terms of the PSU Award are described below. Capitalized terms that are not otherwise defined have the meanings set forth in the Plan.
Except as set forth below, tranches of the PSU Award will be earned and vest only upon both (i) the achievement of pre-determined price per share goals (described below) over the period commencing on the Grant Date and ending on the fifth anniversary of the Grant Date (the “Measurement Period”); and (ii) Mr. Kao’s continued employment or service as the Company’s Chief Executive Officer through the third anniversary of the Grant Date, unless otherwise agreed upon (the “Service Requirement”).
The PSUs will become earned (“Earned PSUs”) in three tranches based on the achievement of the following volume-weighted average price per share goals during the Measurement Period (the “Stock Price Hurdles”):
| Price Per Share Goals | Number of Earned PSUs | |
|---|---|---|
| First Stock Price Hurdle | $33.75 | 333,333 |
| Second Stock Price Hurdle | $44.00 | 333,333 |
| Third Stock Price Hurdle | $55.25 | 333,334 |
A Stock Price Hurdle is achieved if the volume-weighted average price per share over any 30-consecutive-trading-day period during the Measurement Period equals or exceeds the applicable price. Any tranche of PSUs that Mr. Kao has earned will become vested upon the later of (i) the date on which the applicable Stock Price Hurdle has been achieved or (ii) the date on which the Service Requirement has been met, subject to his continued service though such later date. Except as described below, PSUs for which the relevant Stock Price Hurdle has not been achieved by the end of the Measurement Period will be forfeited.
If, during the Measurement Period, Mr. Kao’s employment is terminated by the Company other than for Cause or is terminated by Mr. Kao for Good Reason (each a “Qualifying Termination”), or in the event of Mr. Kao’s death or permanent disability during the Measurement Period, certain additional provisions shall apply as follows:
Any tranche of PSUs for which the applicable Stock Price Hurdle has been achieved shall be deemed Earned PSUs (i.e., the Service Requirement shall be waived).
If Mr. Kao’s employment has terminated due to his death or permanent disability and the First Stock Price Hurdle has previously been achieved, Mr. Kao will receive additional Earned PSUs equal to the prorated level of achievement of the Second Stock Price Hurdle and/or Third Stock Price Hurdle, as applicable, calculated by straight-line interpolation between the highest previously achieved Stock Price Hurdle and the 30-day volume-weighted average stock price as of immediately prior to the date of death or permanent disability.
In the event of a Qualifying Termination (but not upon death or permanent disability), the PSU Award shall remain outstanding for an applicable “tail period” during which Stock Price Hurdles may be achieved, as follows: (a) If Mr. Kao terminates his employment for Good Reason, the tail period will run from the date of termination to the later of (i) the expiration of the six-month period following termination or (ii) the first July 31 st that occurs following the termination; and (b) if the Company terminates Mr. Kao’s employment other than for Cause, the tail period will run from the date of termination to the second July 31 st that occurs following the termination; provided, however, that the tail period may not run beyond the expiration of the Measurement Period. Any unearned PSUs at the expiration of the tail period shall be forfeited. If Change of Control occurs during the tail period, the treatment described below shall apply.
Except as set forth above, any Separation of Service, including in the event of any termination that is not a Qualifying Termination (such as termination for Cause), shall result in the forfeiture of any unearned PSUs.
In the event of the closing of a Change in Control prior to the end of the Measurement Period (including during any applicable tail period), the Service Requirement shall be waived (if then applicable) and the following terms will apply:
If the First Stock Price Hurdle has not yet been achieved upon or in connection with the Change in Control, but the stock price at or implied by the Change in Control exceeds the Company’s closing stock price on Grant Date, then the tranche of PSUs associated with the First Stock Price Hurdle will vest. The remaining tranches shall be forfeited.
If the First Stock Price Hurdle and/or Second Stock Price Hurdle has been achieved upon or in connection with the Change in Control, then Mr. Kao will receive additional Earned PSUs equal to the prorated level achievement of the next applicable Stock Price Hurdle, calculated by straight-line interpolation between the highest previously achieved Stock Price Hurdle and the stock price at or implied by the Change in Control. Any remaining portion of the PSU Award will be forfeited.
If all Stock Price Hurdles have been achieved upon or in connection with the Change in Control, the PSU Award will fully vest upon the closing date.
The following summary of the PSU Award is not a complete description of all of the terms and conditions of the PSUs, and is qualified in its entirety by reference to the full text of the grant agreement for the PSU Award, a copy of which is filed as Exhibit 10.18 and is incorporated by reference in this Annual Report on Form 10-K.
Rule 10b5-1 Plans
During the fiscal quarter ended December 31, 2025, our executive officers and directors adopted the following trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c):
| Name and Title | Date of Adoption | Date of Termination | Duration of Trading Arrangement | Number of Securities to be Sold(1) |
|---|---|---|---|---|
| John Kao, Chief Executive Officer(2) | 11/21/2025 | N/A | 3/23/2026 - 8/21/2026 | 1,858,000 |
| Andreas Wagner, Chief Human Resources Officer | 11/21/2025 | N/A | 2/20/2026 - 11/20/2026 | 66,958 |
(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. The actual number of shares sold under the plan will depend on the vesting of certain performance-based equity awards and the number of shares withheld or sold satisfy our income tax withholding obligations and may vary from the number provided herein. Number of performance share units included in plans assumes earned at target.
(2) Represents securities held by JEK Trust, dated February 8, 2021, of which Mr. Kao is the trustee.
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