agilon health, inc.

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K. Except as set forth below, there have been no material changes to the risk factors disclosed in the Form 10-K.

We may be unable to comply with the continued listing requirements of the NYSE, which could result in the delisting of our common stock and have an adverse impact on the trading, liquidity and market price of our common stock.

The Company’s common stock is currently traded on the New York Stock Exchange (“NYSE”) under the symbol “AGL”. The NYSE requires listed companies to satisfy continued listing standards, including a minimum average closing price of $1.00 per share of its common stock (the “Price Criteria for Capital or Common Stock”).

On November 5, 2025, the Company received written notice from the NYSE that it is not in compliance with the Price Criteria for Capital or Common Stock because the average closing price of its common stock was less than $1.00 per share over a consecutive 30 trading-day period ended November 4, 2025. On March 30, 2026, we effected a 1-for-25 reverse stock split, and on May 1, 2026, we received notice from the NYSE that we had regained compliance with the minimum share price requirement.

Despite regaining compliance, there can be no assurance that the Company will continue to meet the minimum share price requirement or any of the NYSE’s other continued listing standards in the future. Our stock price may decline for many reasons, including the performance of our business and financial results, general economic conditions and the market perception of our business, and other adverse factors which may not be in our control. In addition, although the reverse stock split increased the per share trading price of our common stock, there can be no assurance that the market price of our common stock will remain at levels sufficient to maintain NYSE compliance.

If we are unable to satisfy the Price Criteria for Capital or Common Stock or any other NYSE criteria for continued listing, our common stock would be subject to delisting. A delisting of our common stock could negatively impact us by, among other things, decreasing the amount of news and analyst coverage of us; reducing the liquidity and market price of our common stock; and reducing the number of investors willing to hold or acquire our common stock, which would negatively impact our ability to raise equity financing in the future. In addition, delisting from the NYSE may negatively impact our brand and reputation and our ability to attract and retain employees and skilled physician partners. The loss or dissatisfaction of any physician partners may negatively impact our competitiveness by inhibiting widespread adoption of our platform, partnership and network model and impairing our ability to attract new physician partners and maintain existing physician partnerships, both in new geographies and in geographies in which we currently operate, which could have a material adverse effect on our business, financial condition, cash flows, and results of operations.