agilon health, inc.

Previous wording

Statements in this Quarterly Report on Form 10-Q (the “Report”) that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. They appear in several places throughout this Report and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, our financial position, results of operations, cash flows, prospects, and growth strategies.

Current wording

Statements in this Quarterly Report on Form 10-Q (the “Report”) that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. They appear in several places throughout this Report and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, our financial position, results of operations, cash flows, prospects, growth strategies, and our management transition.

Previous wording

•our use of artificial intelligence and machine learning in our business and challenges with properly managing the development and use of these technologies;

Current wording

•our use of algorithms, artificial intelligence, and machine learning in our business and challenges with properly managing the development and use of these technologies;

Previous wording

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

Current wording

•risks related to management transitions, including the transition to our new Chief Executive Officer, and our ability to effectively manage leadership changes; and

Previous wording

Our business is transforming healthcare by empowering the primary care physicians (“PCPs”) to be the agent for change in the communities they serve. We believe that PCPs, with their intimate patient-physician relationships, are best positioned to drive meaningful change in quality, cost, and patient experience when provided with the right infrastructure and payment model. Through our combination of the agilon platform, a long-term partnership model with existing physician groups, and a growing network of like-minded physicians, we believe we are poised to revolutionize healthcare for seniors across communities throughout the United States. We believe our purpose-built model provides the necessary capabilities, capital, and business model for existing physician groups to create a Medicare-centric, globally capitated line of business. Our model operates by forming risk-bearing entities (“RBEs”) within local geographies, that enter into arrangements with payors providing for monthly payments to manage the total healthcare needs of our physician partners’ attributed patients (or, global capitation arrangements). The RBEs also contract with agilon to perform certain functions and enter into long-term professional service agreements with one or more anchor physician groups pursuant to which the anchor physician groups receive a base compensation rate and share in the savings from successfully improving quality of care and reducing costs.

Current wording

Our business is transforming healthcare by empowering the primary care physicians (“PCPs”) to be the agent for change in the communities they serve. We believe that PCPs, with their intimate patient-physician relationships, are best positioned to drive meaningful change in quality, cost, and patient experience when provided with the right infrastructure and payment model. Through our combination of the agilon platform, a long-term partnership model with existing physician groups, and a growing network of like-minded physicians, we believe we are poised to revolutionize healthcare for seniors across communities throughout the United States. We believe our purpose-built model provides the necessary capabilities, capital, and business model for existing physician groups to create a Medicare-centric, globally capitated line of business. Our model operates by forming risk-bearing entities (“RBEs”) within local geographies, which enter into arrangements with payors providing for monthly payments to manage the total healthcare needs of our physician partners’ attributed patients (or, global capitation arrangements). The RBEs also contract with agilon to perform certain functions and enter into long-term professional service agreements with one or more anchor physician groups pursuant to which the anchor physician groups receive a base compensation rate and share in the savings from successfully improving quality of care and reducing costs.

Previous wording

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

Current wording

•Total revenue of $1.4 billion decreased 7% from three months ended March 31, 2025.

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 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.

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 March 31, 2026 and 2025, costs incurred in implementing geographies were $0.6 million and $(1.2) million, respectively.

Previous wording

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

Current wording

Medical services revenue constitutes substantially all our total revenue for the three months ended March 31, 2026 and 2025.

Previous wording

In each of our geographies, a network of physicians, hospitals, and other healthcare providers provide care to our members. Medical services expense represents costs incurred for medical services provided to our members. Our medical services expense trends primarily relate to changes in per visit costs incurred by our members, along with changes in health system and provider utilization of services. Medical services expenses are recognized in the period in which services are provided and include estimates of our obligations for medical services that have been rendered by third parties but for which claims have either not yet been received, processed, or paid.

Current wording

In each of our geographies, a network of physicians, hospitals, and other healthcare providers provide care to our members. Medical services expense represents costs incurred for medical services provided to our members. Our medical services expense trends primarily relate to changes in per visit costs incurred by our members, along with changes in health system and provider utilization of services. Medical services expense is recognized in the period in which services are provided and includes estimates of our obligations for medical services that have been rendered by third parties but for which claims have either not yet been received, processed, or paid.

Previous wording

Income (loss) from equity method investments consists primarily of income associated with our participation in the CMS the Accountable Care Organization Realizing Equity, Access, and Community Health (“ACO REACH”) Model and Shared Savings Program (“MSSP”) (collectively, “CMS ACO Models”).

Current wording

Income (loss) from equity method investments consists primarily of income associated with our participation in the CMS’ Accountable Care Organization Realizing Equity, Access, and Community Health (“ACO REACH”) Medicare Model and Shared Savings Program (“MSSP”) (collectively, “CMS ACO Models”).

Previous wording

Other income (expense), net includes interest income, which consists primarily of interest earned on our cash and cash equivalents, restricted cash and equivalents, and marketable securities, including amortization/accretion of discount/premium.

Current wording

Other income (expense), net includes: (i) trademark licensing and other operating and administrative services to our equity method investments and (ii) interest income, which consists primarily of interest earned on our cash and cash equivalents, restricted cash and equivalents, and marketable securities, including amortization/accretion of discount/premium.

Previous wording

Total discontinued operations primarily consist of the results of our former Hawaii operations. For certain of our divestiture transactions, we continue to be responsible for any liabilities arising from the business that were incurred prior to the closing date of such transaction, including any fines, penalties, and other sanctions, the payment of claims for medical services incurred prior to the effective date of each transaction, and other contingent liabilities that we currently believe are remote. For additional discussion, see Note 15 to the Condensed Consolidated Financial Statements.

Current wording

Total discontinued operations primarily consist of the results of our former Hawaii operations. For certain of our divestiture transactions, we continue to be responsible for any liabilities arising from the business that were incurred prior to the closing date of such transaction, including any fines, penalties, and other sanctions, the payment of claims for medical services incurred prior to the effective date of each transaction, and other contingent liabilities that we currently believe are remote.

Previous wording

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

Current wording

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Previous wording

Other medical expenses increased by $4.3 million, or 47%, for the three 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, increased by $7.2 million to $(18.2) million in 2025 compared to $(25.4) million in the same period in 2024 primarily as a result of the losses generated in partnerships that were exited during 2024. Other provider costs decreased by $2.8 million to $31.7 million in 2025 compared to $34.5 million in the same period in 2024.

Current wording

Other medical expenses increased by $5.6 million, or 7%, for the three months ended March 31, 2026 compared to the same period in 2025. Partner physician incentive expense, which is primarily a function of medical services revenues less the sum of medical services expenses, increased by $14.5 million to $58.5 million in 2026 compared to $44.0 million in the same period in 2025 as a result of the higher margins generated in certain of our geographies during 2026, which were a result of our disciplined and profitability-focused contracting efforts. Other provider costs decreased by $8.9 million to $27.3 million in 2026 compared to $36.2 million in the same period in 2025 primarily as a result of a decline in additional compensation to support physician-patient engagement and other care management expenses.

Previous 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.

Current wording

General and administrative expenses decreased $11.7 million, or 18%, for the three months ended March 31, 2026 compared to the same period in 2025. Operating costs to support our live geographies and enterprise functions (platform support costs) decreased to $37.6 million in 2026, compared to $44.2 million in the same period in 2025 as a result of our cost management initiatives. Investments to support geography entry decreased to $1.7 million in 2026, compared to $6.6 million in the same period in 2025 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 $10.5 million for the three months ended March 31, 2026, compared to the same period in 2025 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 $10.3 million to $8.7 million in 2026 compared to $(1.6) million in the same period in 2025 as a result of our cost management initiatives.

Previous 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.

Current wording

Other income (expense), net increased by $6.8 million, or 73%, for the three months ended March 31, 2026 compared to the same period in 2025 primarily from the increase in income related to additional services rendered to our CMS ACO Models investments recognized beginning in the fourth quarter of 2025.

Previous 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.

Current wording

Total discontinued operations relate to the sale of our Hawaii operations in October 2023. Total discontinued operations for the three months ended March 31, 2026 and 2025 relate to the release of a contingent obligation from our Hawaii operations.

Previous wording

(2)Includes interest income, transaction-related costs and elimination of certain administrative services provided by agilon health, inc. to equity method investments.

Current wording

(2)Includes interest income, transaction-related costs and elimination of certain administrative charges by agilon health, inc. for trademark licensing fees and other service arrangements to its equity method investees.

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, 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.

Current wording

We strategically maintain a level of liquidity sufficient to allow us to meet our cash needs in the short-term. We have historically financed our operations primarily through funds generated from our capitation arrangements with payors, distributions and or payments from our equity method investments, issuances of equity securities, and borrowings under credit agreements. We generally invest any excess cash in money market accounts and marketable securities. Over the long term, 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.

Previous wording

Our primary uses of cash include payments for medical claims and other medical expenses, general and administrative expenses, costs associated with the development of new geographies and expansion of existing geographies, debt service, and capital expenditures. Final reconciliation and receipt of amounts due from payors are typically settled in arrears, following completion of the contractual program year.

Current wording

From time to time, we may incur operating losses and may generate negative cash flows from operations. As a result, we may require additional capital resources in the future to execute strategic initiatives to grow our business. Our primary uses of cash include payments for medical claims and other medical expenses, including physician compensation expense, general and administrative expenses, costs associated with the development of new geographies and expansion of existing geographies, debt service and capital expenditures. Final reconciliation and receipt of amounts due from payors are typically settled in arrears, following completion of the contractual program year.

Previous wording

Based on our planned operations, we believe that our existing cash and cash equivalents, investments in marketable securities, as well as available borrowing capacity under the Credit Facility (defined below), will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months, though we may require additional capital resources in the future. We have based these estimates on assumptions that may prove to be wrong and we could utilize our available capital resources sooner than we expect.

Current wording

Based on our planned operations, we believe that our existing cash and cash equivalents, restricted cash, investments in marketable securities, as well as available borrowing capacity under the Credit Facility (defined below), will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months, though we may require additional capital resources in the future. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. Our cash flows are impacted by the timing of receipts from payors. Our business should normally produce positive cash flows during periods of positive medical margin. Conversely, cash flows would be negatively impacted during periods of negative medical margin. Our cash flows may also be affected by the timing of working capital items including accounts receivable, claims payable, other receivables and payables, and cash requirement covenants under our Credit Agreement (defined below), including daily minimum balances and cash collateral for issuing letters of credit.

Previous wording

Our ability to pay dividends to holders of our common stock is significantly limited as a practical matter by our growth plans as well as the Credit Facility insofar as we may seek to pay dividends out of funds made available to us by agilon health management, inc. (“agilon management”) or its subsidiaries because the Credit Facility restricts agilon management’s ability to pay dividends or make loans to us. The borrower on the Credit Facility is agilon management, our wholly-owned subsidiary. The Credit Facility is guaranteed by certain of our subsidiaries, including those identified as variable interest entities, and contain customary covenants including, among other things, limitations on restricted payments including: (i) dividends and distributions from restricted subsidiaries, (ii) requirements of minimum financial ratios, and (iii) limitation on additional borrowings based on certain financial ratios.

Current wording

Our ability to pay dividends to holders of our common stock is significantly limited as a practical matter by our growth plans as well as the Credit Facility insofar as we may seek to pay dividends out of funds made available to us by agilon health management, inc. or its subsidiaries because the Credit Facility restricts agilon health management, inc.’s ability to pay dividends or make loans to us. The borrower on the Credit Facility is agilon health management, inc., our wholly-owned subsidiary. The Credit Facility is guaranteed by certain of our subsidiaries, including those identified as variable interest entities, and contain customary covenants including, among other things, limitations on restricted payments including: (i) dividends and distributions from restricted subsidiaries, (ii) requirements of minimum financial ratios, and (iii) limitation on additional borrowings based on certain financial ratios.

Previous 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.

Current wording

Net cash provided by operating activities was $23.7 million for the three months ended March 31, 2026 compared to $32.0 million of net cash used in operating activities for the three months ended March 31, 2025. The change in net cash from operating activities was primarily a result of the increase in medical margin and 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 $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.

Current wording

Net cash provided by investing activities was $19.3 million for the three months ended March 31, 2026 compared to $23.1 million of net cash used in investing activities for the three months ended March 31, 2025. During the three months ended March 31, 2026, we received net proceeds from the maturities of marketable securities and repayments of loans receivables of $22.4 million and made investments of $3.1 million primarily for the acquisition of intangible assets and property and equipment. During the three months ended March 31, 2025, we received net 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.

Previous 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.

Current wording

Net cash used in financing activities was $5.1 million for the three months ended March 31, 2026, and was primarily related to the repayment of debt, compared to net cash used in financing activities of $0.2 million for the three months ended March 31, 2025, primarily for the payments for equity issuances.

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 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.

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, the Second Amendment to Credit Agreement, dated as of May 25, 2023, the Third

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) 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.

Current wording

The Secured Overnight Financing Rate (“SOFR”) is used as a benchmark interest rate in accordance with 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 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.

Current wording

As of March 31, 2026, we had 16.6 million shares of common stock outstanding. See “—Overview and Recent Developments” above for information related to the Reverse Stock Split.